# HARLEY CAPITAL LLC X-17A-5/A (2024-03-01) — Broker-dealer annual report

- Company: HARLEY CAPITAL LLC
- Form: X-17A-5/A
- Filed: 2024-03-01
- Period: 2023-12-31
- Accession: 0001820850-24-000005
- CIK: 1820850
- File #: 8-70571
- Type: Broker-dealer
- Material weakness: Yes
- Auditor: Ohab and Company, PA
- Auditor location: Maitland, FL
- Contact: Michael Egan
- Phone: 9147145032
- Email: pam@ohabco.com
- Website: harleycapital.com
- Signed by: Michael Egan (CCO)

Original filing: https://www.sec.gov/Archives/edgar/data/1820850/000182085024000005/harleyauditedfinancials2.pdf

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| UNITED STATES                                              |                                                                                                                                                                                                                                                                           | ,.,  AJ'l'O"VAL                                                                                                                                                                                                                                                                                                                                                                                                         |
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| SECURITTES ANO EXCHANGE COMMISSION                         |                                                                                                                                                                                                                                                                           | 0MB Numbe<: 3llS•0123<br>Expires: Nov. 30, 2026                                                                                                                                                                                                                                                                                                                                                                         |
| Washington, D.C. 20549                                     |                                                                                                                                                                                                                                                                           | Es.tlmined averqe burde.n                                                                                                                                                                                                                                                                                                                                                                                               |
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| ANNUAL REPORTS                                             |                                                                                                                                                                                                                                                                           | :S£C f:JlE NUMBER                                                                                                                                                                                                                                                                                                                                                                                                       |
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|                                                            |                                                                                                                                                                                                                                                                           | (Zip Code)                                                                                                                                                                                                                                                                                                                                                                                                              |
| PERSON TO CONTACT WITH REGARD TO THIS FILING               |                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 212 944 1971                                               |                                                                                                                                                                                                                                                                           | megan@harleycapital.com                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                            |                                                                                                                                                                                                                                                                           | {Email Address)                                                                                                                                                                                                                                                                                                                                                                                                         |
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| OHAB AND COMPANY, PA                                       |                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| (Name - if individual, state last, first, and middle name) |                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| MAITLAND<br>100 E SYBELIA AVENUE SUITE 130                 | FL                                                                                                                                                                                                                                                                        | 32751                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (City)                                                     | (State)                                                                                                                                                                                                                                                                   | {Zip Code)                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                            | 1839                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (Date of R-istration with PCA0B)(if aMJl<ab1e)             |                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| FOR OFflCIAL USE ONLY                                      |                                                                                                                                                                                                                                                                           | IPCAOll Registration Number. If annlicable)                                                                                                                                                                                                                                                                                                                                                                             |
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|                                                            | FACING PAGE<br>01/01/2023<br>Harley Capital LLC<br>TYPE OF REGISTRANT (check all applicable boxes):<br>D Security-based swap dealer<br>0 Check here if respondent is also an OTC derivatives dealer<br>(No. and Street)<br>CT<br>(State)<br>(Area Code -Tetephone Number) | lnfo,matlon Required Pursuant to Rules 17a-5, 17a-12, and 11:la-7 under the Securities E"hange Act of 1934<br>------,---AND<br>A, REGISTRANT IDENTIFICATION<br>_________________________<br>D Major security-based swap participant<br>ADDRESS Of PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)<br>8. ACCOUNTANT IDENTIFICATION<br>INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing• |

tnl 240,!?a-S{e)(i){iiJ, if applicable. •

**Pe,s,,.,. who a,010 respond lo 1he mffectlo11 of Information contained** 111 1h15 form **a,e not tequtred to respond unless the** form dl\$pfllys a currently valid **OM8** control number.

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### **OATH OR AFFIRMATION**

|   | I, Michael Egan                                                                                    | , swear (or affirm) that, to the best of my knowledge and belief, the                                                               |  |
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|   | ta~cia I report pertaining to the firm of Harley Capital LLC                                       | as of                                                                                                                               |  |
|   | e ruary 29<br>2 024                                                                                | 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,                                                                                                                          |  |
|   |                                                                                                    | Title:                                                                                                                              |  |
|   |                                                                                                    | cco                                                                                                                                 |  |
|   |                                                                                                    |                                                                                                                                     |  |
|   |                                                                                                    |                                                                                                                                     |  |
|   |                                                                                                    |                                                                                                                                     |  |
|   | Tffis filirti"' contains (check all applicable boxes):<br>ii {a) Statement of financial condition. |                                                                                                                                     |  |
|   | le (b) Notes to consolidated statement of financial condition.                                     |                                                                                                                                     |  |
| 0 |                                                                                                    | (c) Statement of income (loss) or, if there is other comprehensive income in the peri-od(.s.) presented, a statement of             |  |
|   | comprehensive income (as defined in§ 210.1·02 of Regulation S.X).                                  |                                                                                                                                     |  |
|   | □ (d) Statement of cash flows.                                                                     |                                                                                                                                     |  |
| 0 | (e) Statement of changes in stockholders' or partners' or sole proprietor's equity,                |                                                                                                                                     |  |
| 0 | (f) Statement of changes in llabilities subordinated to claims of creditors.                       |                                                                                                                                     |  |
| 0 | (g) Notes to consolidated financial statements.                                                    |                                                                                                                                     |  |
|   |                                                                                                    | D {h) Computation of Mt capital under 17 CFR 240.15c3·1 or 17 CFR 240.18a-l, as applicable.                                         |  |
| 0 | (i) Computation of tangible net worth under 17 CFR 240.18•·2.                                      |                                                                                                                                     |  |
| 0 |                                                                                                    | U) Computation for determinatlon of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3•3.                       |  |
| D |                                                                                                    | (kl Computation for determination of securlty·based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.1Sc3·3 or         |  |
| 0 | Exhibit A to 17 CFR 240.18a·4, as applicable.                                                      | (I) Computation for Determination of PAS 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 capital or tangible net      |  |
|   |                                                                                                    | worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.lSa-2, as applicable, and the reserve requirements under 17          |  |
|   |                                                                                                    | CFR 240.1Sc3-3 or 17 CFR l40.18a-4, as applicable, If material dlfferenc-es exist, or a statement that no material differences      |  |
| 0 | exfst.                                                                                             | (p) summary of financial data for subsidiaries not consolidated in the statement of financial condition.                            |  |
|   |                                                                                                    | iii (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.l7a•S or 17 CFR 240.lSa-7, as applicable.                                     |  |
| D |                                                                                                    | (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.                                        |  |
|   |                                                                                                    | ii (ti Independent public accountant's report based on an examination of the statement of financlal condition.                      |  |
|   |                                                                                                    | D (u) Independent public accountant'• 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 240.17•·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.                                                  |                                                                                                                                     |  |
| 0 |                                                                                                    | (w) Independent public accountant's report based on a review of the ••emption report under 17 CFR 240.l ?a·S or 17                  |  |
|   | CFR 240.lSa-7, as applicable.                                                                      |                                                                                                                                     |  |

- D M 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 inad•quacies exist, under 17 CFR 240.17a-12(k). D (2)0theri \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_

<sup>&</sup>quot;To requeu confidential treatment of certain portions of this filing, see 17 CFR 140.17a-5/e)/3) or 17 CFR 140.18o-7(d)(1), os applicable.

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# **HARLEY CAPITAL LLC**

# FINANCIAL REPORT

FOR THE YEAR ENDED DECEMBER 31, 2023

SEC ID 89 - **XXXXX** 

This report is deemed CONFIDENTIAL in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934.

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![](_page_3_Picture_0.jpeg)

100 E. Sybclia Ave. Suite 130 Maitland, FL 32751

**Certified Pubfk Accountants Email: pam@ohabco.com** 

Telephone 407-740-7311 Fax 407-740-644I

# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of Harley Capital LLC

# **Opinion on the Financial Statement**

We have audited the accompanying statement of financial condition oi Harley Capital LLC as of December 31, 2023, 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 Harley Capital LLC as of December 31 , 2023 in conformity with accounting principles generally accepted in the United States of America.

# **Basis for Opinion**

This financial statement is the responsibility of Harley Capital LLC's management. Our responsibility is to express an opinion on Harley Capital LLC'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 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 statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial 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.

We have served as Harley Capital LLC's auditor since 2022.

Maitland, Florida February 28, 2024

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# **HARLEY CAPITAL LLC STATEMENT OF FINANCIAL CONDIDON DECEMBER 31, 2023**

# **ASSETS**

| CURRENT ASSETS:                                 |               |
|-------------------------------------------------|---------------|
| Cash                                            | \$<br>123,444 |
| Receivable from clearing broker                 | 174,416       |
| Deposit at clearing broker                      | 50,000        |
| Prepaid expenses                                | 19,422        |
| TOT AL CURRENT ASSETS                           | 367,282       |
| OTHER ASSETS:                                   |               |
| Property and equipment, net                     | 3,667         |
| Right-of-use asset, net                         | 175,428       |
| Other assets                                    | 13,377        |
| TOT AL OTHER ASSETS                             | 192.472       |
| TOTAL ASSETS                                    | \$<br>559,754 |
| LIABILITIES AND MEMBERS' EQUITY                 |               |
| CURRENT LIABILITIES:                            |               |
| Accounts payable and accrued expenses           | \$<br>7,918   |
| Operating lease liability - current portion     | 85,346        |
| TOTAL CURRENT LIABJLlTIES                       | 93,264        |
| OTHER LIABILITIES:                              |               |
| Operating lease liability, less current portion | 102,010       |
| TOT AL OTHER LIABILITIES                        | 102,010       |
| TOT AL LlABILITIES                              | 195,274       |
| Members' Equity                                 | 364,480       |
| TOT AL LIABILITIES AND MEMBERS' EQllTY          | \$<br>559,754 |
|                                                 |               |

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# 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, *201S,* then effective 1anuazy 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 cany 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 btoker.

The Company is a registered broker-dealer under the Securities Exchange Act of 1934 with ih.e Securities and Exchange Commission (the "SEC"}. The Company is also a member of the Financial Industry Regulatory Authority ("FINRA ') arul the Securities Investor Protection Col)) ("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 accounting in ae<::ordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") as determined by the Financial Accounting Standards Board **("F ASB")** Accounting Standards Codification (" ASC").

#### C. USE OF ESTIMATES:

The preparation of financial statements in confonnity with generally accepted accounting prjnciples 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 date of 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 .insbuments 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 Fedeml Depository Insurance Company C'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, 2023 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 re.ceivables that will actually be collected. Based on :rmmagements review there is no required provision for doubtful accounts for the year ended December 31, 2023.

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# **NOTE 1,** SIGNIFICANT ACCOUNTING POLICIES !continued\

### G. RECEIVABLE FROM CLEARING BROKER:

The Company clean; all of its proprietary and cuslomer 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 clearing broker plus commission receivables and less amounts payable for transaction costs on unsettled securiti~ trades.

#### H. **PROPERTY** AND EQUlPMENT:

Property and equipment are stated at cost, less accumulated depreciation, Major repairs and betterments are capitalized, and routine repairs Md maintenance are chargcxi 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.

#### L ADVERTISING:

The Company expenses advertising costs as they are incurred. There were no Advertising expenses incurred during the year ended December 31, 2023.

### J. REVENUE RECOGNITION:

Conunhsions and RJsk.len 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 reven11e and related clearing expenses are recorded on the trade date (the date date that the Company fills the trade order by finding and contracting with a counterpany and confinns the trade with the customer). Risldess 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 pUTChaser is identified, the pricing is agreed upon and the risks and rewards of ownershjp have been transferred. Transactions are processed through the Company's clearing broker.

Handling/Servke Fees: The Company earns a portion of the handling and service fees received by its clearing broker for *its* proce!:lsing of the Company's security transactions executed on behalf of it6 clients. Toe fees paid lo the Company are based upon the negotiated agreement between the Company and its clearing broker. The fees are recognized at the t1me 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 brokeT, which is recognized monthly. which is when the Company believes its perfonnance obligation has been contractually satisfied in all material respects.

#### K INCOME TAXES:

The Company is a Single Member Limited Liability C.Ompany (SMLLC) and therefore is a disregarded entity for federal and state income taxes. All tax effects of the Compan~ls income or loss are p~ through to the individual member's personal tax returns. Therefore, no provision or liability for income taxes has been included in the financial statements.

#### L. INCOME TAXES UNCERTAINTIES:

Pursuant to the accounting guidance concerning provisions for uncertain income tax position contained in the Financial Accounting Strutdard Board's ("FASB") Accow,ting Strutdards Codification Topic 740-10 ("ASC" 740), management has detrrnincd that the Company does not have any uncertain tax positions and associated unrecognize.d benefits that materially impact the financial statements or related disclosures.

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## HARLEY CAPITAL LLC NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBER31 2023

# NOTE l. SIGNIFICANT ACCOUNTING POLICIES 1conttnuedl

#### M. NEW ACCOUNTING GUIDANCE:

In February 2016, the FASB issued ASU 2016-02 - Leases (Topic *842).* The upda!<> ri,qirire,i Iha.I wl leasing activity with initial tenns 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 either 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 Topfo 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 primarily of cash and cash equivalents and accounts receivable.

### i;;.ash and Cash EquivaJl!JlW

The Company maintains its cash in a high credit, quality financial institution. The deposits are covered by federal depo~itory insurance. The Federal Depository Insurance Corporation ( 11FDTC") provides standard maximum deposit insurance coverage of \$250,000 on the total of au account balances held at *one* financial instirution 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, 2023, the Company's cash balances did not exceed the insured limits.

Accounts Receivlmtt;

The Company's receivables consist mainly of transactions with its clearing broker.

#### **NOTE** 3. **PROPERTY AND EQUIPMENT**

Property and equipment at December 31, 2023 consists of the following:

| Office equipment<br>Computer equipment<br>Furniture and equipment | \$<br>22,000<br>71,357<br>10,642 |
|-------------------------------------------------------------------|----------------------------------|
| Total property and e.quipment                                     | 103,999                          |
| Less: Accumulated depreciation                                    | (100,332)                        |
| PROPERTY AND EQUIPMENT (net)                                      | \$<br>3 667                      |

Dq:,n,ciation expense charged to operations for the year ended December 31, 2023 amounted to \$1,036.

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# NOTE 4. RIGHT OF l,!§E AS§ET 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 rcntabre square feet, Tho 1= wus signed in September 2020 with a lease term of 51 months mlsed 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 additonaJ rent required for the Company's share of increases in operating expenses and real estate taxes over the base operating expenses and base mxes for the base fiscal mx year of July I, 2020 through June 30, 2021. The Company's share shall be calculated as the fraction of rent.able square feet of 1,911 (numerator) over the aggregate number of rentable square feet -in the Bui1ding of 38,500 (denominator). Upon commencement of the lease the Company deposited a security deposit of \$13,377 with the Landlord. In uccordance wilh the fixed rent schedule per Exhibit "E" of the lease the inrial monthly fixed rent will be \$6,688 per month and will increase to \$7,166 per month with lhe start of!ease year I (begining March I, 2021), Subsequent to the start of the lease the Company and the owner of the building agreed on the First Amendment to the

In accordance with ASU 2016-02, an operating right of use asset aud 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 .121%, the Company's weighted average estimated incremental borrowing rate. The Company elected the pratica1 expedient to account for the non-lease components for all asset classes.

Future minimum lease payments as of December 31, 2023 are as follows:

| 2024<br>2025<br>2026                        | 85,517<br>\$<br>87,425<br>14 651 |  |
|---------------------------------------------|----------------------------------|--|
| Total minimum lease payments                | 187,593                          |  |
| Imputed interest                            | (2371                            |  |
| Present value of net minimum lease payments | 187,356                          |  |
| Current portion                             | (85,3471                         |  |
| Long•term portion                           | \$<br>1221009                    |  |

Cash paid for amounts incJuded in the measurement of the operating lease liability were \$85,765 for the year ended December 3 I, 2023.

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# **NOTE 5. REGUJ.ATORY REQUIREMENTS**

The Company is subject to the Securities and Exchange Commission ( .. SEC11) Unifonn Net Capital Rule (Rule l\$c3-l), which requm:s the mainrenance of minimum capilal and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall oot exceed 15 to I. At December 31, 2023, the Company had net capital of \$328,014, which was \$278,014 in excess of required minimum net capita] of \$50,000. The Company's ratio of aggregate indebtedness to net capital w .. 6.05 to 1 at December 31, 2023.

The Company does not carry the accounts of its customers or perform custodial functions related to customer securities and accordingly is exempt from Rule 15c3-3(kX2)(ii} from preparing the Computation for Determination ofR.esetve Requirements pursuant to Rule 15c3-3.

# NOTE 6. CONTINGENCIES

There are currently no esserted 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 lhe Company could have an advenie impact on the financial condition. results of OJ)efations. or cash tlows of the Company.

### NOTE 7. FINANCIAL INSTRUMENTS WITH OFF-BALANCE •BE§T 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. ff the customer fails to satisfy its contractual ob1igatins 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 transaclions is not expected to have a material effect on the Company's financial position.

### NOTE 8. INDEMNIFICATIONS

In the normal course of its business, the Company indemnifies: and guanmtess 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 cJients against potential losses incurred 1n the event specified lhird-party service providers. WJd third-party brokers, improperly executed transactions. The maximwn potential amount of future paymenlll 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 paymenlll under lhesc arrangements and has not recorded any contingent liability in the fmancial statements for these indemnifications.

# **NOTE 9. COMMITMENTS AND CONTINGENCIES**

The Company hes been referred. to FINRA's Department of Enforcement for potential securities violations of federal securities Jaws, The Company, at Ibis point, cannot assess any potential outcome or associated liabilities, if any.

### NOTE 10. SUBSEQUENT EVENTS

The Company's management has evaluated events and transactions that occurred subsequent to December 31, 2023 through February *28,* 2024, the date of issuance of these fmancial statements.

There were no events or lransactions that occurred during this period that materially impacted the amounts or disclosures in the Company's financial statements.

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# **HARLEY CAPITAL** LLC **EXEMPTION PROVISION OF RESERVE REQUIREMENTS** PURSUANT **TO RULE** 15C3-3 **OF THE** SECURITIES **EXCHANGE ACT OF 1934 DECEMBER** 31, **2023**

The Company is exempt under Rule l 5c3-3(k)(2)(ii) from preparing the Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3.

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# **HARLEY CAPITAL LLC INFORMATION RELATING TO POSSESSION AND CONTROL REQUIREMENTS UNDER RULE 1SC3-3 OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 31, 2023**

The Company is exempt from the possession and control requirements and related computations for for the determination therofunder paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities and Exchange Commission.


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