# ACHELOUS PARTNERS, LLC X-17A-5 (2024-08-26) — Broker-dealer annual report

- Company: ACHELOUS PARTNERS, LLC
- Form: X-17A-5
- Filed: 2024-08-26
- Period: 2024-06-30
- Accession: 0002013816-24-000051
- CIK: 1192912
- File #: 8-65582
- Type: Broker-dealer
- Material weakness: No
- Auditor: DCPA, Inc.
- Auditor location: Century City, CA
- Contact: Hasnain Naveed
- Phone: 212-668-8700
- Email: hnaveed@acisecure.com
- Website: acisecure.com
- Signed by: Mark Saunders (Managing Member)

Original filing: https://www.sec.gov/Archives/edgar/data/1192912/000201381624000051/achelouspublic.pdf

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| None on the control and |  |
|-------------------------|--|
|                         |  |
| SEC FILE NUMBER         |  |
| 8-69816                 |  |

|                                                                                         | (No. and Street)                                           |                       |                                            |
|-----------------------------------------------------------------------------------------|------------------------------------------------------------|-----------------------|--------------------------------------------|
| NEW YORK                                                                                | NY                                                         |                       | 10021                                      |
| (City)                                                                                  | (State)                                                    |                       | (Zip Code)                                 |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                            |                                                            |                       |                                            |
| HASNAIN NAVEED                                                                          | 212-668-8700                                               | HNAVEED@ACISECURE.COM |                                            |
| (Name)                                                                                  | (Area Code - Telephone Number)                             | (Email Address)       |                                            |
|                                                                                         | B. ACCOUNTANT IDENTIFICATION                               |                       |                                            |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*<br>DCPA, INC. | (Name - if individual, state last, first, and middle name) |                       |                                            |
| 2121 Avenue of the Stars, Suite 800  CENTURY CITY                                       |                                                            | CA                    | 90067                                      |
| (Address)                                                                               | (City)                                                     | (State)               | (Zip Code)                                 |
| 09/15/2020                                                                              |                                                            | 6567                  |                                            |
| (Date of Registration with PCAOB)(if applicable)                                        |                                                            |                       | (PCAOB Registration Number, if applicable) |
|                                                                                         | FOR OFFICIAL USE ONLY                                      |                       |                                            |
|                                                                                         |                                                            |                       |                                            |

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#### OATH **OR AFRRMATION**

1

| I, MARKSAUNDERS                                                                                           |                                                                                                                                    | swear (or affirm) that, to the best of my knowledge and belief, the               |
|-----------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------|
| flnandal report pertaining to the firm of ACHEL.OU8 PARTNERS, uc                                          |                                                                                                                                    | as of                                                                             |
| 6/30<br>2 24                                                                                              |                                                                                                                                    | Is true and correct. I further swear (or affirm) that neither the co pany nor any |
| partner, officer, director, or equivalent person, as the case may be, has any proprietary Interest In any |                                                                                                                                    | aSSffled solely                                                                   |
| as that of a customer.                                                                                    |                                                                                                                                    |                                                                                   |
|                                                                                                           | Signature:                                                                                                                         |                                                                                   |
|                                                                                                           | I<br>GINGERGIU<br>Tit e:<br>,-v-iYPl&.JC. STAlE<YtEWYCR<<br>~is_fl'ltJon No. 01Gl8172952 •• •<br>. ·· ·,trfied In New Yort_<;ounty | -------'----------                                                                |

# This **fllnl .. contains (check** all applfcable **boxes):**

- ii (a) Statement of financial condition.
- **8** (b) Notes to consolidated statement of financial condition.
- D (c) Statement of income (loss) or, If there is other comprehensive Income In the perlod(s) presented, a statement of **comprehensive** income (as defined In§ 210.1-02 of Regulation S-X).

.,isslon !x ires 08/20/2027

□ (d) Statement of cash flows.

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- D (e) Statement of **changes** in stockholders' or partners' or sole proprietor's equity.
- D (f) Statement of changes in liabmties subordinated to claims of creditors.
- D (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.lSa-2.
- D U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3.
- □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.1Sc3-3 or Exhibit A to 17 CFR 240.lSa-4, as applicable.
- D (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.1Sc3-3.
- 0 (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 240.1Sc3-3(p)(2) or 17 CFR 240.lSa-4, as applicable.
- □ (o) Reconciliations, lnduding appropriate explanations, of the FOCUS Report with computation of net capital or **tangible** net worth under 17 CFR 240.1Sc3-1, 17 CFR 240.18a•l, or 17 CFR 240.181-2, as applicable, and the reserve requirements under 17 CFR 240.1Sc3-3 or 17 CFR 240.lSa-4, as applicable, if material differences exist, or a statement that no material differences exist
- D (p) Summary of financial data for subsJdlaries not consolidated in the statement of financial condition.
- ii (q) Oath or affirmation in accordance with 17 CFR 240.17a-S, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, **as applicable.**
- D (r) Compliance report in accordance with 17 CFR 240.17a-S or 17 CFR 240.18a•7, as applicable.
- D {s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 24O.18a-7, as applicable.
- ii (t) Independent public accountant's report based on an examination of th~ statement of financial condition.
- D (u) Independent public accountant's report based on an examlnatfon of tile financial report or financial statements under 17 CFR 240.17a-S, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- D fv) Independent public accountant's report based on an examination *of* certain statements in the compliance report under 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable.
- □ (w) Independent public accountant's report based on a revfew of the exemption report under 17 CFR 240.17a-S or 17 **CFR 240.18a-7, as applicable.**
- □ (x) Supplemental reports on applytng agreed-upon procedures, in accordance with 17 CFR 240.lSc:3-le or 17 CFR 240.17•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 inadequades exist, under 17 CFR 240.1711-U(k). D (z}Other:
- 

----------------------------- *.. To request confldtntlol treatment of certain portions of* this *fl/Ing, see 17 CFR* 240.1.7a-S(t}(3) *or* 1.7 *CFR* 240.1.Bo-l(d){l), *as applicable.* 

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# ACHELOUS PARTNERS, LLC

Financial Statement

With

Report of Independent Registered Public Accounting Firm

For the Year Ended June 30, 2024

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

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#### ACHELOUS PARTNERS, LLC JUNE 30, 2024

#### Table of Contents

Page

| Report of Independent Registered Public Accounting Firm |       |
|---------------------------------------------------------|-------|
| Financial Statement:                                    |       |
| Statement of Financial Condition                        | 2     |
| Notes to Financial Statement                            | 3 - 6 |

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# **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

DCPA

To Those Charged with Governance and the Members of Achelous Partners, LLC:

# **Opinion on the Financial Statement**

We have audited the accompanying statement of financial condition of Achelous Partners, LLC (the "Company") as of June 30, 2024, and the related notes (collectively referred to as the "financial statement"). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of the Company as of June 30, 2024 in conformity with accounting principles generally accepted in the United States of America.

## **Basis for Opinion**

This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material 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.

# **DCPA**

DCPA

We have served as the Company's auditor since 2023. Century City, California August 23, 2024

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## ACHELOUS PARTNERS, LLC STATEMENT OF FINANCIAL CONDITION JUNE 30, 2024

| ASSETS                  |                 |
|-------------------------|-----------------|
| Cash                    | 2,484,799<br>\$ |
| Prepaid expenses        | 52,532          |
| Fixed assets, net       | 28,783          |
| Due from Member         | 11,008          |
| Accounts receivable     | 5,420           |
| Due from brokerage firm | 767             |
| TOTAL ASSETS            | \$<br>2,583,309 |
|                         |                 |
|                         |                 |

#### LIABILITIES AND MEMBERS' EQUITY

| \$<br>48,664    |
|-----------------|
| 18,033          |
| 66,697          |
| 2,516,612       |
| \$<br>2,583,309 |
|                 |

See accompanying notes to financial statement

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#### NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS:

Achelous Partners, LLC (the "Company") was formed as a limited liability company in Delaware on March 22, 2002 originally as Global Markets Capital Group LLC. The Company is a registered broker-dealer under the Securities Exchange Act of 1934 and is a member of both the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investors Protection Corporation ("SIPC").

The Company provides advisory services to businesses, providing valuations and strategic planning with a focus on merger and acquisition advice. The Company's clients are both public and private entities and are most notably involved in the origination and execution of crossborder transactions.

#### NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

#### Basis of Presentation

The accompanying financial statement has been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") as detailed in the Financial Accounting Standards Board's Accounting Standards Codification.

#### Accounts Receivable

The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on history of past write-offs and collections and current credit conditions. An allowance for doubtful accounts was not required at June 30, 2024.

#### Revenue Recognition

#### Mergers and Acquisition Advisory Fees

The Company engages in mergers and acquisitions advisory services for business entities. Revenues are earned from two aspects of their contracts. One manner in which fees can be earned is from the performance of ongoing advisory services. The other way the Company can earn fees is upon the success of a merger and acquisition. Revenue from ongoing advisory services is recognized as services are provided. Payments for ongoing advisory and consulting services are payable in accordance with the terms of their contract under normal trade terms. Success fees are recognized and payable on the closing date (the date on which the buyer purchases the securities from the seller) for the portion the Company is contracted to earn in accordance with its agreements. The Company believes that the closing date is the appropriate point in time to recognize success fees for mergers and acquisitions transactions, as there are no significant actions which the Company needs to take subsequent to this date. The closing date is also the appropriate time for recognition because it is the date when collection is reasonably assured and when the amount of revenue is known or is sufficiently estimable.

#### Gain/Loss on Foreign Currency Transactions

The Company receives foreign currency payments for advisory fee services rendered to clients and records the transaction in US dollars when earned. A foreign currency gain or loss on the transactions is recognized when the funds received in a foreign currency is converted to US dollars. The gain or loss realized is the difference between the exchange rate used to recognize revenue and the corresponding receivable payment received.

#### Receivables and Contract Balances

Receivables arise when the Company has an unconditional right to receive payment under a contract with a customer and are derecognized when the cash is received. The receivable balance as of the year ended June 30, 2024 was \$5,420.

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#### NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

#### Revenue Recognition (Continued)

Contract assets arise when the revenue associated with the contract is recognized prior to the Company's unconditional right to receive payment under a contract with a customer (i.e., unbilled receivable) and are derecognized when the cash is received. Contract assets are reported in the statement of financial condition, as of June 30, 2024 the contract asset balances were \$0.

Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its performance obligations under the contract. Revenue associated with the contract is recognized when the performance obligation is satisfied; as of June 30, 2024, the contract liabilities balances were \$48,664.

#### Significant Judgement

Significant judgement is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events.

#### Property and Equipment

Poperty and equipment are stated at cost and the Company uses the striaght-line method for calculating depreciation expense. Repairs and maintenance to these assets are charged to expense as incurred; major improvements enhancing the function and/or useful life are capitalized. When items are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gains or losses arising from such transactions are recognized.

#### Income Taxes

The Company is organized as a limited liability company that is treated as a partnership for tax purposes. The taxable income or loss of the Company is allocated to the members. Accordingly, no provision for federal taxes has been reflected in the accompanying financial statement. The Company is subject to the New York City unincorporated business tax and the California Franchise taxes.

#### Use of Estimates

The preparation of financial statement and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statement, and the reported amounts of income and expenses during the reporting period. Accordingly, actual results could differ from those estimates and such differences could be material.

#### NOTE 3 – NET CAPITAL REQUIREMENTS:

The Company is subject to the Securities Exchange Act of 1934 ("SEA") Uniform Net Capital Rule ("Rule 15c3-1"), which requires the maintenance of minimum net capital, and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Rule 15c3-1 also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At June 30, 2024, the Company had net capital of \$2,418,102 which was \$2,413,102 in excess of its required net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital was 0.03 to 1.

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#### NOTE 4 – CONCENTRATIONS OF CREDIT RISK:

#### Cash

The Company maintains principally all cash balances in one financial institution which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the respective strength of the financial institution. The Company has not incurred any losses on this account. At June 30, 2024, the amount in excess of insured limits of \$250,000 was \$2,234,799. Furniture and office equiptment 57,930 \$ 5-7 years Subtotal 57,930 Less: Accumulated depreciation (29,147) Total fixed assets, net of accumulated depreciation 28,783 \$

#### NOTE 5 - FIXED ASSETS, NET:

Fixed assets, net are recorded net of accumulated depreciation and summarized by major classifications as follows:

|  | Useful Life |
|--|-------------|
|  |             |
|  |             |
|  |             |
|  |             |

#### NOTE 6 – OCCUPANCY:

The Company has an operating lease to rent office space not subject to ASC 842 according to the short-term lease exemption. The Company subleases its facility on a month-to-month basis at the rate of \$3,000 per month.

#### NOTE 7 – RELATED PARTY TRANSACTIONS:

The Company pays an affiliate, related by common ownership, fees for consulting services.

The Company paid for bills on behalf of a Member. As of June 30, 2024, the amount owed to the Company was \$11,008.

#### NOTE 8 – 401K RETIREMENT PLAN:

The Company maintains a contributory 401(k) Plan ("the Plan"). The Plan is for the benefit of all eligible employees with no minimum age or service requirement. The employees may make voluntary contributions to the Plan while the employer makes contributions equal to 100% of the first 3% of the participant's compensation which is deferred as an elective deferral and an additional 50% is contributed on the next 2%. Matching contributions are determined each payroll period.

#### NOTE 9 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

The Financial Accounting Standards Board (the "FASB") has established the Accounting Standards Codification ("Codification" or "ASC") as the authoritative source of GAAP recognized by the FASB. The principles embodied in the Codification are to be applied by nongovernmental entities in the preparation of financial statement in accordance with GAAP in the United States. New accounting pronouncements are incorporated into the ASC through the issuance of Accounting Standards Updates ("ASUs").

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#### NOTE 9 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED):

For the year ending June 30, 2024, various ASUs issued by the FASB were either newly issued or had effective implementation dates that would require their provisions to be reflected in the financial statement for the year then ended. The Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact they may have on the Company's financial statement. In most cases, management has determined that the pronouncement has either limited or no application to the Company and, in all cases, implementation would not have a material impact on the financial statement taken as a whole.

#### NOTE 10 – GUARANTEES:

FASB ASC 460, Guarantees, requires the Company to disclose information about its obligations under certain guarantee arrangements. FASB ASC 460 defines guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying factor (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or nonoccurrence of a specified event) related to an asset, liability or equity security of a guaranteed party. This guidance also defines guarantees as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement as well as indirect guarantees of indebtedness of others. The Company has issued no guarantees at June 30, 2024, or during the year then ended.

#### NOTE 11 – COMMITMENTS AND CONTINGENCIES:

The Company had no commitments or contingent liabilities and had not been named as a defendant in any lawsuit at June 30, 2024, or during the year then ended.

#### NOTE 12 – SUBSEQUENT EVENTS:

The Company has evaluated events and transactions that occurred through the date which financial statement was available to be issued, for possible disclosure and recognition in the financial statement. The Company has determined that there were no events which took place that would have a material impact on its financial statement.


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