# MENKE CAPITAL CORPORATION X-17A-5 (2021-10-18) — Broker-dealer annual report

- Company: MENKE CAPITAL CORPORATION
- Form: X-17A-5
- Filed: 2021-10-18
- Period: 2021-08-31
- Accession: 0001736877-21-000001
- CIK: 1736877
- File #: 8-70105
- Type: Broker-dealer
- Material weakness: No
- Auditor: Spicer Jeffries LLP
- Auditor location: Denver, CO
- Contact: Edward M Smith
- Phone: 4152467502
- Website: spicerjeffries.com
- Signed by: Trevor Gilmore (Chief Financial Officer)

Original filing: https://www.sec.gov/Archives/edgar/data/1736877/000173687721000001/2021pmc.pdf

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# MENKE CAPITAL CORPORATION

# STATEMENT OF FINANCIAL CONDITION

AUGUST 31, 2021

## PUBLIC DOCUMENT

This report is filed in accordance with Rule 17A-5(e) (3) under the Securities Exchange Act of 1934 as a public document.

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#### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

## ANNUAL AUDITED REPORT FORM X-17A-5 PART III

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                                                                                                | 09/01/2020 AND ENDING<br>MM/DD/YY                       |         | 08/31/2021<br>MM/DD/YY      |
|--------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------|---------|-----------------------------|
|                                                                                                                                | A. REGISTRANT IDENTIFICATION                            |         |                             |
| NAME OF BROKER-DEALER:                                                                                                         |                                                         |         | OFFICIAL USE ONLY           |
| Menke Capital Corporation                                                                                                      |                                                         |         |                             |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.)                                                              |                                                         |         | FIRM ID NO.                 |
| One Kaiser Plaza, Suite 505                                                                                                    |                                                         |         |                             |
|                                                                                                                                | (No. and Street)                                        |         |                             |
| Oakland                                                                                                                        | CA                                                      |         | 94612                       |
| (City)                                                                                                                         | (State)                                                 |         | (Zip Code)                  |
| NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT                                                        |                                                         |         |                             |
| Tad Bull                                                                                                                       |                                                         |         | 917.923.9649                |
|                                                                                                                                |                                                         |         | (Area Code - Telephone No.) |
| B. ACCOUNTANT IDENTIFICATION                                                                                                   |                                                         |         |                             |
| INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this report*                                                       |                                                         |         |                             |
| Spicer Jeffries LLP                                                                                                            |                                                         |         |                             |
|                                                                                                                                | (Name - if individual, state, last, first, middle name) |         |                             |
| 4601 DTC Boulevard, Suite 700                                                                                                  | Denver                                                  | CO      | 80237                       |
| (Address)<br>CHECK ONE:                                                                                                        | (City)                                                  | (State) | (Zip Code)                  |
| Certified Public Accountant<br>X<br>Public Accountant<br>_ Accountant not resident in United States or any of its possessions. |                                                         |         |                             |
|                                                                                                                                | FOR OFFICIAL USE ONLY                                   |         |                             |

\* Claims for exemption from 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).

SEC 1410 (06-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless this form displays a currently valid OMB control number.

#### OMB APPROVAL

OMB Number: 3235-0123 Expires: October 31,2023 Estimated average burden Hours per response…12.00

SEC FILE NUMBER

8-66964

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# OATH OR AFFIRMATION

I, Trevor Gilmore swear (or affirm) that, to the best of my knowledge and belief, the accompanying financial statements and supporting schedules pertaining to the firm of Menke Capital Corporation as of August 31, 2021, are true and correct. I further swear (or affirm) that neither the company nor any partner, principal officer, or director has any proprietary interest in any account classified solely as that of a customer, except as follows:

|                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Signature<br>SEE ATTACHED JURAT<br>Title                                                                                                                                                                                                                 |  |  |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Subscribed and sworn to before me<br>this 15 day of October 2021                                                                                                                                                                                         |  |  |  |  |
|                                                                                                                                                                                     | Notary Public                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                          |  |  |  |  |
|                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | This report* contains (check all applicable boxes):                                                                                                                                                                                                      |  |  |  |  |
| X<br>11 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 | Facing page.<br>(a)<br>Statement of financial condition.<br>(b)<br>Statement of income (loss).<br>(C)<br>Statement of changes in financial condition<br>(d)<br>Statement of changes in stockholders' equity or partners' or sole proprietor's capital.<br>(e)<br>Statement of changes in liabilities subordinated to claims of creditors.<br>(t)<br>Computation of net capital.<br>(g)<br>(h) Computation for determination of reserve requirements pursuant to Rule 15c3-3.<br>Information relating to the possession or control requirements under Rule 15c3-3.<br>(i)<br>A reconciliation, including appropriate explanation, of the computation of net capital under Rule<br>(1) =<br>15c3-1 and the computation for determination of the reserve requirements under exhibit A of Rule<br>15c3-3. |                                                                                                                                                                                                                                                          |  |  |  |  |
|                                                                                                                                                                                     | (k)<br>(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | A reconciliation between the audited and unaudited statements of financial condition with respect to<br>methods of consolidation.<br>An oath or affirmation.<br>(m) A copy of the Securities Investor Protection Corporation (SIPC) Supplemental Report. |  |  |  |  |
|                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (n)<br>of the previous audit.                                                                                                                                                                                                                            |  |  |  |  |
|                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (o) Management Statement Regarding Compliance with the Exemption Provision for SEC Rule 15c3-3.<br>(p)      Report of Independent Registered Public Accounting Firm Regarding SEC Rule 15c3-3 Exemption<br>Report.                                       |  |  |  |  |

\* For conditions of confidential treatment of certain portions of this filing, see section 240.17a-5(e)(3)

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|                                                                                                                                                                                                              | JURAT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| the truthfulness, accuracy, or validity of that document.                                                                                                                                                    | A notary public or other officer completing this certificate verifies only the identity of<br>the individual who signed the document to which this certificate is attached, and not                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| State of California                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| County of Orange                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 20 21 by revar billmore                                                                                                                                                                                      | Subscribed and sworn to (or affirmed) before me on this  15" day of Octobe                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| before me.<br>Signature<br>(Seal)                                                                                                                                                                            | proved to me on the basis of satisfactory evidence to be the person(s) who appeared<br>DAIKI OCHOA ESP<br>Aranse Cor<br>My Term Exp. June 11, ZU                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| OPTIONAL INFORMATION                                                                                                                                                                                         | INSTRUCTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| DESCRIPTION OF THE ATTACHED DOCUMENT<br>dited Regarti On<br>Annua<br>(Title or description of attached document)<br>(Title or description of attached document continued)<br>Number of Pages _ Document Date | The wording of all Jurats completed in California after January 1, 2015 must be in the<br>form as set forth within this Jurat. There are no exceptions. If a Jurat to be completed<br>does not follow this form, the notary must correct the verbiage by using a jurat stamp<br>containing the correct wording or attaching a separate jurat form such as this one with<br>does contain the proper wording. In addition, the notary must require an oath or<br>affirmation from the document signer regarding the truthfulness of the contents of the<br>document. The document must be signed AFTER the oath or affirmation. If the document<br>was previously signed, it must be re-signed in front of the notary public during the jurat<br>process.<br>· State and county information must be the state and county where the<br>document signer(s) personally appeared before the notary public.<br>· Date of notarization must be the date the signer(s) personally<br>appeared which must also be the same date the jurat process is<br>completed.<br>· Print the name(s) of the document signer(s) who personally appear at |
| Additional information                                                                                                                                                                                       | the time of notarization.<br>· Signature of the notary public must match the signature on file with the<br>office of the county clerk.<br>· The notary seal impression must be clear and photographically<br>reproducible. Impression must not cover text or lines. If seal impression                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                              | smudges, re-seal if a sufficient area permits, otherwise complete a<br>different jurat form.<br>Additional information Is not required but could help<br>to ensure this jurat is not misused or attached to a<br>different document.<br>Indicate title or type of attached document, number of<br>pages and date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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4601 DTC BOULEVARD · SUITE 700 DENVER, COLORADO 80237 TELEPHONE: (303) 753-1959 FAX: (303) 753-0338 www.spicerjeffries.com

# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of Menke Capital Corporation

## Opinion on the Financial Statements

We have audited the accompanying statement of financial condition of Menke Capital Corporation (the "Company") as of August 31, 2021, and the related notes (collectively referred to as the "financial statements''). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

## Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements 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 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 sigmificant 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.

Denver, Colorado October 8, 2021

We have served as the Company's auditor since 2020.

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# Menke Capital Corporation STATEMENT OF FINANCIAL CONDITION August 31, 2021

# CURRENT ASSETS

| Cash<br>Due from Related Party                     | S     | 38,566<br>3,000 |
|----------------------------------------------------|-------|-----------------|
| Prepaid Expenses and Other Assets                  |       | 1,167           |
| TOTAL ASSETS                                       | S     | 42,733          |
| LIABILITIES AND SHAREHOLDER'S EQUITY               |       |                 |
| Liabilities:                                       |       |                 |
| Accounts Payable and Accrued Expenses              | સ્ત્ર | રેરી            |
| TOTAL LIABILTITIES                                 | S     | રેરી            |
| Commitment & Contingencies<br>Shareholder :        |       |                 |
| Common Stock - no par value: 100,000               |       |                 |
| shares authorized, 0 shares issued and outstanding |       |                 |
| Additional Paid-in Capital                         |       | 168,087         |
| Retained Earnings (Deficit)                        |       | (125,905)       |
| Total Shareholder's Equity                         |       | 42,182          |
|                                                    |       |                 |
| TOTAL LIABILITIES & SHAREHOLDER'S EQUITY           | કિ    | 42,733          |

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# Menke Capital Corporation Notes to Statement of Financial Condition August 31. 2021

# 1.

# Description of Business

Menke Capital Corporation (the "Company") was incorporated on April 2, 2018 in the State of California. In September 2019, the Company registered with the Securities and Exchange Commission ("SEC") as a fully disclosed securities broker-dealer pursuant to Section 15 (b) of the Securities Exchange Act of 1934. In May 2020, the Company became a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). The Company is subject to various governmental rules and regulations including the Net Capital Rule set forth in Rule 15c3-1 of the Securities Exchange Act of 1934. The Company is a wholly-owned subsidiary of The Menke Group, Inc. (the "Parent"). The Company's primary business consists of providing investment banking and buy and sell side M&A services related to the structuring and financing of ESOP buyout transactions.

# Cash

Cash consists of cash in deposit accounts that the Company maintains at one institution, which at times may exceed federally insured limits. Accounts at the institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to \$250,000. The Company has not experienced any losses in such accounts. At August 31, 2021, the Company's cash balance did not exceed the FDIC insured limit.

## Basis of Presentation

The financial statements of the company have been prepared using accounting principles generally accepted in the United States of America ("U.S. GAAP").

## Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). The new accounting standard, along with its related amendments, replaces the current rules-based GAAP governing revenue recognition with a principles-based approach.

Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring the promised services to the customers. A service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized when it is

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# Menke Capital Corporation Notes to Statement of Financial Condition August 31, 2021

## 1.

determined the customer obtains control over the promised service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised services (i.e. the "transaction price"). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive values of past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of the Company's influence, such as market volatility or the judgment and actions of third parties.

During the year, the Company did not generate any revenue and did not have any contracts with customers.

## Contract Balances

Income is recognized upon completion of the related performance obligation and when an unconditional right to payment exists. The timing of revenue recognition may differ from the timing of customer payments. Fees received prior to the completion of the performance obligation are recorded as deferred revenue on the statement of financial condition until such time when the performance obligation is met.

## Contract Costs

Direct incremental costs to obtain a contract or fulfill a contract are evaluated under the criteria for capitalization on a contract by contract basis. There were no capitalized contract costs at August 31, 2021.

## Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Accordingly, actual amounts may differ from estimated amounts.

## Income Taxes

The Company is included with its Parent in a consolidated return for federal tax purposes, and combined tax returns for state and local purposes. The Company has adopted ASU 2019-12, Income Taxes (Topic 740) and as a result does not allocate the consolidated amount of current and deferred tax expenses to the Company.

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# Menke Capital Corporation Notes to Statement of Financial Condition August 31. 2021

#### 2. Related Party Transactions

The Company is party to an expense sharing agreement with the Parent under which the Company is responsible for a portion of indirect costs incurred in the provision of support services. The Company pays the Parent \$500 per month for rent and \$250 for technology related expenses.

Due from Related Party represents expense paid by the Company on behalf of the Parent outstanding at August 31, 2021.

#### 3. Indemnification

The Company enters into contracts that contain a variety of indemnifications for which the maximum exposure is unknown. The Company has no current claims or losses pursuant such contracts.

#### 4. Net Capital Requirements

The Company is subject to the SEC Uniform Net Capital Rule (SEC 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 August 31, 2021, the Company had net capital of \$38,015, which was \$33,015 in excess of its required net capital of \$5,000. The Company's net capital ratio was 0.0145 to 1.

#### 5. Litigation

In the normal course of business, the Company may be a party to litigation and regulatory matters. As of August 31, 2021, the Company was not involved in any litigation.

## 6. Operating Losses and Capital Contributions

The Company has generated no revenues and has recurring losses from operations. The Parent contributes capital, as necessary, so that the Company can meet its financial obligations. The Parent has currently evaluated the Company's ability to meet its obligations and has assessed that the Company will have sufficient cash to meet its obligations over the next year.

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# Menke Capital Corporation Notes to Statement of Financial Condition August 31, 2021

#### 7. Contingencies

The worldwide outbreak of coronavirus (COVID-19) may lead to an adverse impact on the financial markets and the overall economy. In the event such an impact were to occur and last for a sustained period of time, the operations and financial performance of the Company may be adversely affected. At this point, however, the severity of such an event is highly uncertain and cannot be predicted.

#### 8. Subsequent Events

The Company has performed an evaluation of subsequent events through the date the financial statements were issued. The evaluation did not result in any subsequent events that required disclosures and/or adjustments.


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
