# HARLEY CAPITAL LLC X-17A-5 (2023-04-10) — Broker-dealer annual report - Company: HARLEY CAPITAL LLC - Form: X-17A-5 - Filed: 2023-04-10 - Period: 2022-12-31 - Accession: 0001820850-23-000006 - CIK: 1820850 - File #: 8-70571 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab and Company PA - Auditor location: Maitland, FL - Contact: Michael Egan - Phone: 9147145032 - Email: megan@harleycapital.com - Website: harleycapital.com - Signed by: Michael Egan (CCO) Original filing: https://www.sec.gov/Archives/edgar/data/1820850/000182085023000006/audit.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** > **ANNUAL REPORTS FORM X-17A-5 PART III** OMB APPROVAL OMB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-70571 **FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ AND ENDING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ TYPE OF REGISTRANT (check all applicable boxes): ☐ Broker-dealer ☐ Security-based swap dealer ☐ 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.) \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (No. and Street) \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (Name) (Area Code – Telephone Number) (Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (Name – if individual, state last, first, and middle name) \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (Address) (City) (State) (Zip Code) \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (Date of Registration with PCAOB)(if applicable) (PCAOB Registration Number, if applicable) **FOR OFFICIAL USE ONLY** \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public 10/21/2021 12/31/2022 Harley Capital LLC 55 Post Road W Westport CT 06880 Michael Egan 2129441971 megan@harleycapital.com OHAB AND COMPANY, PA 100 E SYBELIA AVE, SUITE 130 MAITLAND FL 32751 JULY 28, 2004 1839 accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(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 OMB control number.** {1}------------------------------------------------ # OATH OR AFFIRMATION | | 1. Michael Egan
, swear (or affirm) that, to the best of my knowledge and belief, the | | | |---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--| | | financial report pertaining to the firm of Harley Capital
as of the country, as of | | | | April 4 | , 2 023 , 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. | | | | | | | | | | Signature: | | | | | | | | | | SUSAN C TESTA
litle:
Notary Public - State of New York | | | | | CCO
NO. 01TE4857971
Qualified in Westchester County, | | | | | My Commission Expires May 5, 2001 | | | | | Notary Public | | | | | This filing ** contains (check all applicable boxes): | | | | | a) Statement of financial condition. | | | | | [ (b) Notes to consolidated statement of financial 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) Statement of cash flows. | | | | | (e) Statement of changes in stockholders' or partners or sole proprietor's equity. | | | | | 1 (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. | | | | | 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. | | | | | 11 (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
(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 capible net | | | | | worth under 17 CFR 240.18-1, or 17 CFR 240.18a-2, 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 subsidiated in the statement of financial condition. | | | | | (q) Oath or affirmation in accordance with 17 CFR 240.17a-12, or 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 of financial condition. | | | | | Independent public accountant's report based on an examination of the 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 240.17a-12, | | | | | as applicable. | | | | | | | | | | | | | - a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - [2) Other: 7 + - - - - - - - - - - - - - - - - - - - - - - - - - - - - \*\* 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. {2}------------------------------------------------ # HARLEY CAPITAL LLC # FINANCIAL REPORT # FOR THE PERIOD OCTOBER 21, 2021 THROUGH DECEMBER 31, 2022 State State M 1999 - 1999 2 11:11 - 最新版 and the country of the county of the count Charles Symber of Children William になっている。 1982年 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1972 1 的是在线上的主要的 ಿ ಸಿರಿಸಲಾಗಿ ಸಾಮಿ ಸ 时报 2017-04-04 11:12:13 来源: 发表 SEC ID 89 - XXXXXXX This report is deemed CONFIDENTIAL in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934. {3}------------------------------------------------ # HARLEY CAPITAL LLC # TABLE OF CONTENTS | | PAGE | |---------------------------------------------------------------------------------------------------------------|--------| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statements: | | | Statement of Financial Condition | 2 | | Statement of Operations | 3 | | Statement of Changes in Members' Equity | 4 | | Statement of Cash Flows | 5 | | Notes to Financial Statements | 6 - 10 | | Supplementary Information: | | | Computation of Net Capital Pursuant to Rule 15c3-1
of the Securities Exchange Act of 1934 | 11 | | Exemption Provision of Reserve Requirements Pursuant
to Rule 15c3-3 of the Securities Exchange Act of 1934 | 12 | | Exemption Report: | | | Report of Independent Registered Public Accounting Firm | 13 | | Management's Exemption Report | 14 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland. FL 32751 Certified Public Accountants Email: pam a ohabco.com Telephone 407-740-7311 Fax 407-740-6441 # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members' of Harley Capital LLC ## Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Harley Capital LLC for the period October 21, 2021 through December 31, 2022, the related statements of operations, changes in members' equity, and cash flows for the year then ended 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 Harley Capital LLC for the period October 21, 2021 through December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. ## Basis for Opinion These financial statements are the responsibility of Harley Capital LLC's management. Our responsibility is to express an opinion on Harley Capital LLC'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 Harley Capital LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial 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. ## Auditor's Report on Supplemental Information The Schedules I and II have been subjected to audit procedures performed in conjunction with the audit of Harley Capital LLC's financial statements. The supplemental information is the responsibility of Harley Capital LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented 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 Schedules I and II are faily stated, in all material respects, in relation to the financial statements as a whole. We have served as Harley Capital LLC's auditor since 2022. Maitland, Florida April 4, 2023 {5}------------------------------------------------ # HARLEY CAPITAL LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022 # ASSETS | CURRENT ASSETS: | | | |-------------------------------------------------|---|-----------| | Cash | S | 761,182 | | Receivable from clearing broker | | 117,132 | | Deposit at clearing broker | | 50,000 | | Prepaid expenses | | 24,421 | | TOTAL CURRENT ASSESS | | 952,735 | | OTHER ASSETS: | | | | Property and equipment, net | | | | Right-of-use asset, net | | 178,425 | | Other assets | | 17,377 | | TOTAL OTHER ASSETS | | 195,802 | | TOTAL ASSETS | S | 1,148,537 | | LIABILITIES AND MEMBERS' EQUITY | | | | CURRENT LIABILITIES: | | | | Accounts payable and accrued expenses | S | 3,879 | | Accrued commissions | | 31,578 | | Operating lease liability - current portion | | 85,942 | | TOTAL CURRENT LIABILITIES | | 121,399 | | OTHER LIABILITIES: | | | | Equipment lease payable | | 4,500 | | Operating lease liability, less current portion | | 98,040 | | TOTAL OTHER LIABILITIES | | 102,540 | | TOTAL LIABILITIES | | 223,939 | | Members' Equity | | 924,598 | | TOTAL LIABILITIES AND MEMBERS' EQUITY | S | 1,148,537 | {6}------------------------------------------------ # HARLEY CAPITAL LLC STATEMENT OF OPERATIONS FOR THE PERIOD OCTOBER 21, 2021 TO DECEMBER 31, 2022 | | REVENUES | | |--|----------|--| |--|----------|--| | Commissions | S | 3,537,367 | |-------------------------------------------------|---|-----------| | Riskless principal | | 299,325 | | Handling and service fees | | 205,127 | | Interest participation | | 72,117 | | Other income | | 1,399 | | TOTAL REVENUES | | 4,115,335 | | OPERATING EXPENSES | | | | Leased employee compensation | | 815,714 | | Commissions | | 305,769 | | Trading clearance, transaction and related fees | | 135,118 | | Office and occupancy expenses | | 129,930 | | Professional fees | | 106,326 | | Dues and subscriptions | | 24,855 | | Regulatory fees and licenses | | 46,224 | | Research | | 16,500 | | Information technology and communications | | 35,735 | | Automobile expenses | | 25,733 | | Recruiting and training expenses | | 6,532 | | Travel, meals and entertainment | | 139,436 | | Other operating expenses | | 24,694 | | Depreciation | | 5,501 | | TOTAL OPERATING EXPENSES | | 1,818,067 | | NET INCOME | S | 2,297,268 | {7}------------------------------------------------ # HARLEY CAPITAL LLC STATEMENT OF CHANGES IN MEMBERS' EQUITY FOR THE PERIOD OCTOBER 21, 2021 TO DECEMBER 31, 2022 - | Balance at October 21, 2021 | 288,144
ટ | |---------------------------------------|--------------------------| | Distributions to member
Net Income | (1,660,814)
2,297,268 | | | | | | | | | | 3 Su 924,598 Balance at December 31, 2022 {8}------------------------------------------------ # HARLEY CAPITAL LLC STATEMENT OF CASH FLOWS FOR THE PERIOD OCTOBER 21, 2021 TO DECEMBER 31, 2022 46 1 = 158 ﯽ ﮨﮯ۔ 137 201 All 人才 ુકા | CASH FLOWS FROM OPERATING ACTIVITIES: | | | |--------------------------------------------------------------|---|-------------| | Net income | 8 | 2,297,268 | | Adjustments to reconcile net income to net cash | | | | from operating activities: | | | | Depreciation | | 5,501 | | Changes in operating assets and liabilities: | | | | (Increase) Decrease in receivable from clearing broker | | (117,132) | | (Increase) Decrease Deposit with clearing broker | | (50,000) | | (Increase) Decrease in prepaid expenses | | (24,421) | | (Increase) Decrease in right of use asset | | 164,698 | | (Decrease) Increase in accounts payable and accrued expenses | | 3,043 | | (Decrease) Increase in accrued commissions | | 31,578 | | (Decrease) Increase in operating lease liability | | (159,141) | | NET CASH PROVIDED BY OPERATING ACTIVITIES | | 2,151,394 | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | Principal payments on equipment lease | | (5,500) | | Distributions to members | | (1,660,814) | | NET CASH USED IN FINANCING ACTIVITIES | | (1,666,314) | | NET INCREASE IN CASH | | 485,080 | | CASH AT OCTOBER 21, 2021 - BEGINNING | | 276,102 | | CASH AT DECEMBER 31, 2022 - ENDING | | 761,182 | | SUPPLEMENTAL DISCLOSURES: | | | | Interest paid | S | 279 | {9}------------------------------------------------ ### NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ### A. NATURE OF OPERATIONS: Harley Capital LLC (the "Company") was originally organized on November 2, 2015 as a multi-member limited liability company that was treated as a partnership for tax reporting. The Company was inactive from November 2 through December 31, 2015, then effective January 1, 2016 the managing member purchased the other member's interest, and the Company became a single member limited liability company (SMLLC). The Company operated out of its office in New York City until it moved to an office in Connecticut on September 17, 2020. Effective on that date the Company filed to change its LLC organization and registration from New York to Connecticut. The purpose of the Company is to carry on business in broker retailing corporate equity, securties over the counter, selling corporae debt, private placements and merger and acquisitions advisory services. The security transactions entered into on behalf of the Company's customers are cleared by the Company's clearing broker. The Company is a registered broker-dealer under the Securities Exchange Act of 1934 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 office in Westport, Connecticut. #### B. BASIS OF ACCOUNTING: The accompanying financial statements have been prepared on the accrual basis of accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") as determined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). #### C. USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the period reported. Actual results could differ from those estimates. ### D. RISKS AND UNCERTAINTIES: Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and receivables from clearing brokers. The Company maintains cash in banks offering protection for cash by the Federal Depository Insurance Company ("FDIC") up to \$250,000. ### E. CASH AND CASH EQUIVALENTS: The Company defines cash equivalents as short-term, liquid investments with an original maturity of three months or less. At December 31, 2022 the Company had no cash equivalents. ## F. ALLOWANCE FOR DOUBTFUL ACCOUNTS: The Company uses the allowance method of accounting for doubtful accounts. The allowance is based on management's estimate of the amount of receivables that will actually be collected. At December 31, 2022, there are no outstanding client receivable balances. {10}------------------------------------------------ ### NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (continued) ### G. RECEIVABLE FROM CLEARING BROKER: The Company clears all of its proprietary and customer transactions through another broker-dealer on a fully disclosed basis except for a few transactions that are direct private placements. Based on the terms and conditions of the Company's agreement with its clearing broker, the amount receivable from the clearing broker represents cash on hand with the cleaning broker plus commission receivables and less amounts payable for transaction costs on unsettled securities trades. ### H. PROPERTY AND EQUIPMENT: Property and equipment are stated at cost, less accumulated depreciation. Major repairs and betterments are capitalized, and routine repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets that range from 5 to 7 years. #### I ADVERTISING: The Company expenses advertising costs as they are incurred. Advertising expenses for the period from October 21, 2021 to December 31, 2022 were \$2,474. #### J. REVENUE RECOGNITION: Commissions and Riskless Principal: The Company buys and sells securities on behalf of its customers. Each time a customer enters into a buy or sell transaction, the Company charges a commission. Commission. Commission revenue and related clearing expenses are recorded on the trade date that the Company fills the trade order by finding and contracting with a counterparty and confirms the trade with the customer). Riskless Principal for which the Company earns a mark-up are recorded on the trade date. The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred. Transactions are processed through the Company's clearing broker and directly through private placements. Handling/Service Fees: The Company earns a portion of the handling and service fees received by its clearing broker for its processing of the Company's security transactions executed on behalf of its clients. The fees paid to the Company are based upon the negotiated agreement between the Company and its clearing broker. The fees are recognized at the time the transaction is executed and cleared through the Company's clearing broker, as that is when the Company believes when all performance obligations are satisfiled. Interest Participation: The Company receives interest on cash held in customer accounts with the clearing broker, which is recognized monthly, which is when the Company believes its performance obligation has been contractually satisfied in all material respects. #### K. INCOME TAXES: The Company is a Single Member Limited Liability Company (SMLLC) and therefore is a disregarded entity for federal and state income taxes. All tax effects of the Company's income or loss are passed through to the individual member's personal tax returns. Therefore, no provision or liability for income taxes has been included in the financial statements. ### I. INCOME TAXES UNCERTAINTIES: Pursuant to the accounting guidance conceming provisions for uncertain income tax position contained in the Financial Accounting Standard Board's ("FASB") Accounting Standards Codification Topic 740-10 ("ASC" 740), management has detmined that the Company does not have any uncertain tax positions and associated unrecognized benefits that materially impact the financial statements or related disclosures. {11}------------------------------------------------ ### NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (continued) ### M. NEW ACCOUNTING GUIDANCE: In February 2016, the FASB issued ASU 2016-02 - Leases (Topic 842). The update requires that all leasing activity with initial terms in excess of twelve months be recognized on the statement of financial position with a right of use asset and a lease liability. The standard requires entities to classify leases as cither a finance or operating lease based upon the contractual terms. Lessees record a right of use asset with a corresponding liability based on the net present value of rental payments. The Company adopted the standard during 2021, under the modified retrospective approach to the earliest period presented. The adoption of Topic 842 resulted in the recording of a right to use asset and corresponding liability on the Company's statement of financial condition. #### NOTE 2. ECONOMIC CONDITIONS #### CONCENTRATIONS OF CREDIT RISK: The Company's financial instruments that are exposed to concentrations of credit risk consist primanily of cash and cash equivalents and accounts receivable. #### Cash and Cash Equivalents The Company maintains its cash in a high credit, quality financial institution. The deposits are covered by federal depository insurance. The Federal Depository Insurance Corporation ("FDIC") provides standard maximum deposit insurance coverage of \$250,000 on the total of all account balances held at one financial institution by one entity. Balances may exceed federal depository insurance limits at various times during the year. Management believes the risk of loss is negligible. At December 31, 2022, the Company's cash balances that exceeded the insured limits totaled \$511,182. Accounts Receivable The Company's receivables consist mainly of transactions with its clearing broker. #### NOTE 3. PROPERTY AND EQUIPMENT Property and equipment at December 31, 2022 consists of the following: | Office equipment | S | 22,000 | |--------------------------------|---|----------| | Computer equipment | | 66,654 | | Furniture and equipment | | 10,642 | | Total property and equipment | | 99,296 | | Less: Accumulated depreciation | | (99,296) | | PROPERTY AND EQUIPMENT (net) | | | Depreciation expense charged to operations for the period October 21, 2021 to December 31, 2022 amounted to 55,501. {12}------------------------------------------------ ### NOTE 4. RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY The Company entered into a lease for commercial office space for Suite 301 located at 55 Post Road West, Westport, CT, comprising 1,911 rentable square feet. The lease was signed in September 2020 with a lease term of 51 months based upon a commencement date of December 1, 2020 and rent commencement date on March 1, 2021 and an expiration date of February 28, 2025. The tenant will receive a free rent period from the lease commencement date to the rent commencement date after which rent will be due on the first (1st) day of each calendar month. The lease includes additonal rent required for the Company's share of increases in operating expenses and real estate taxes over the base operating expenses and base taxes for the base fiscal tax year of July 1, 2020 through June 30, 2021. The Company's share shall be calculated as the fraction of rentable square feel of 1,911 (numerator) over the aggregate number of rentable square feet in the Building of 38,500 (denominator). Upon commencement of the lease the Company deposited a security deposit of \$13,377 with the Landlord. In accordance with the fixed rent schedule per Exhibit "E" of the lease the intial monthly fixed rent will be \$6,688 per month and will increase to S7,166 per month with the start of lease year 1 (begining March 1, 2021). In accordance with ASU 2016-02, an operating right of use asset and operating lease liability were recorded at the time the ASU was adopted based upon the present value of the future lease payments using a discount rate of .90%, the Company's weighted average estimated incremental borrowing rate. The Company elected the pratical expedient to account for the non-lease components for all asset classes. Future minimum lease payments as of December 31, 2022 are as follows: | 2023 | S
૪૨ તેનેર | |---------------------------------------------|---------------| | 2024 | 85.995 | | 2025 | 12,166 | | Total minimum lease payments | 184.156 | | Imputed interest | (174) | | Present value of net minimum lease payments | 183.982 | | Current portion | (85,942) | | Long-term portion | 98.040 | Cash paid for amounts included in the measurement of the operating lease liability was \$100,327 for the period October 21, 2021 to December 31, 2022. {13}------------------------------------------------ #### NOTE 5. REGULATORY REQUIREMENTS The Company is subject to the Securities and Exchange Commission ("SEC") Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2022, the Company had net capital of \$882,800, which was \$877,800 in excess of required minimum net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital was 4.53 to 1 at December 31, 2022. The Company does not carry the accounts of its customers or perform custodial functions related to customer securities and accordingly is exempt from Rule 15e3-3(k)(2)(ii) from preparing the Computation for Determination of Reserve Requirements pursuant to Rule 15c3-3. #### NOTE 6. CONTINGENCIES There are currently no asserted claims or legal proceedings against the Company, 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. ### NOTE 7. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF CREDIT RISK The Company is also exposed to off-balance risk of loss on transactions during the period from the trade date to the settlement date, which is generally three business days. If the customer fails to satisfy its contractual obligatins to the Clearing Broker, the Company may have to purchase or sell financial instruments at prevailing market prices in order to fulfill the customer's obligations. Settlement of these transactions is not expected to have a material effect on the Company's financial position. #### INDEMNIFICATIONS NOTE & In the normal course of its business, the Company indemnifies and guarantess certain service providers, such as clearing and custody agents, against specified potential losses in connection with their acting as an agent of, or providing services to, the Company. The Company also indemnifies some clients against potential losses incurred in the event specified third-party service providers, and third-party brokers, improperly executed transactions. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. #### NOTE 9. SUBSEQUENT EVENTS The Company's management has events and transactions that occurred subsequent to December 31, 2022 through April 4, 2023, the date of issuance of these financial statements. There were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Company's financial statements. {14}------------------------------------------------ # HARLEY CAPITAL LLC COMPUTATION OF NET CAPITAL PURSUANT TO RULE 15C3-1 OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 31, 2022 # MEMBERS' EQUITY: | Members' equity qualified for net capital | S | 924,598 | |---------------------------------------------------------|---|-------------| | | | 924,598 | | Nonallowable assets and miscellaneous capital charges: | | | | Prepaid expenses | | 24,421 | | Other assets - Security deposits | | 17,377 | | | | 41,798 | | Net capital before capital charges on firm securities | | 882,800 | | Less: haircuts on firm securities positions | | | | Net Capital | S | 882,800 | | Amounts included in total liabilities which represent | | | | aggregate indebtedness: | | | | Accrued commissions | S | 31,578 | | Accounts payable and accrued liabilities | | 8,379 | | | S | 39,957 | | Minimum net capital required (the greater of \$5,000 or | | | | 6-2/3% of aggregate indebtedness | S | 5,000 | | Net capital excess of minimum requirements | S | 877,800 | | Ratio of aggregate indebtedness to net capital | | 4.53 to 1.0 | Note: There are no material differences between the amounts presented above and the amounts reported on the Company's unaudited FOCUS report as originally filed as of December 31, 2022. {15}------------------------------------------------ # HARLEY CAPITAL LLC EXEMPTION PROVISION OF RESERVE REQUIREMENTS PURSUANT TO RULE 15C3-3 OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 31, 2022 The Company is exempt under Rule 15c3-3(k)(2)(ii) from preparing the Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3. {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 Certified Public Accountants Email: pam a ohabco com Telephone 407-740-7311 Fax 407-740-6441 # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members' of Harley Capital LLC We have reviewed management's statements, included in the accompanying Exemption, in which (1) Harley Capital LLC identified the following provision(s) of 17 C.F.R. §15c3-3(k) under which Harley Capital LLC claimed the following exemption(s) from 17 C.F.R. §240.15c3-3: (k)(2)(ii) and (2) Harley Capital LLC stated that Harley Capital LLC met the identified exemption provisions throughout the most recent period October 21, 2021 through December 31, 2022 without exception. The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to private placements and REIT's. In addition, the Company did not directly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promply transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promply transmitted for effecting transactions via subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent period October 21, 2021 through December 31, 2022 without exception. Harley Capital LLC's management is responsible for compliance with the exemptions 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 Harley Capital LLC's 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 managements. 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 relerred to above for them to be fairly stated, in all material respects, based on the provisions set forth in paragraph(s) (k)(2)(i) of Rule 15c3-3 under the Securities Exchange Act of 1934 and the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. Maitland, Florida April 4, 2023 {17}------------------------------------------------ 55 Post Road W. 3rd Floor Westport, CT 06880 212-944-1971 www.harleycapital.com ![](_page_17_Picture_1.jpeg) # Harley Capital's Exemption Report Harley Capital (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 claimed [an]exemption from 17 C.F.R. § 240.15c3-3 under the following provisions of 17 C.F.R. §240.15c3-3 (k)(2) (ii) - (2) The Company met the identified exemption provisions in 17 C.F.R. §240.15c3-3 (k) throughout the most recent fiscal year without exception. - (2) The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to: (1) private placements: (2) REIT's and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (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. Harley Capital I, Michael Egan, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. Title: CCO 3/31/2023 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.