# LIGHTPATH CAPITAL, INC X-17A-5 (2025-02-26) — Broker-dealer annual report - Company: LIGHTPATH CAPITAL, INC - Form: X-17A-5 - Filed: 2025-02-26 - Period: 2024-12-31 - Accession: 0000910789-25-000002 - CIK: 910789 - File #: 8-46299 - Type: Broker-dealer - Material weakness: No - Auditor: Dylan Floyd Accounting and Consulting - Auditor location: Newhall, CA - Contact: Louie Ucciferri - Phone: 818-481-7641 - Email: louie@lightpathcapital.com - Website: lightpathcapital.com - Signed by: Luigi Ucciferri (Financial and Operations Principal) Original filing: https://www.sec.gov/Archives/edgar/data/910789/000091078925000002/lpcannualreport2024.pdf --- {0}------------------------------------------------ | SEC FILE NUMBER | | |-----------------|--| | 8-46299 | | accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 Persons who are to respond to the collection of information contained in this form are not required to respond unless the form CFR240.17a-5(e)(1)(ii), if applicable. displaysa currentlyvalid OMBcontrol number. ANNUAL REPORTS FORM X-17A-5 PART III SECFILE NUMBER 8-46299 FACINGPAGE Information Required Pursuant to Rules 17a-5,17a-12, and 18a-7 under the Securities ExchangeAct of 1934 FILINGFOR THE PERIOD BEGINNING 01/01/24 MM/DD/YY AND ENDING A. REGISTRANT IDENTIFICATION NAME OFFIRM: LIGHTPATH CAPITAL, INC. 12/31/24 MM/DD/YY TYPE OF REGISTRANT (check all applicable boxes): Broker-dealer Security-based swap dealer Major security-based swap participant Checkhere if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 1560 E. Southlake Blvd., Suite 100 Southlake (City) (No. and Street) TX (State) PERSON TO CONTACT WITH REGARD TO THIS FILING Louie Ucciferri (Name) 214-734-2957 7609 (Zip Code) louie@lightpathcapital.com (Area Code- Telephone Number) (EmailAddress) B.ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Dylan Floyd Accounting and Consulting 20909 Judah Lane (Address) 03/01/2016 (Name- if individual, state last, first, and middle name) Newhall CA 91321 (City) (State) (ZipCode) 6235 (Date of Registrationwith PCAOB)(ifapplicable) (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 UNITED STATES SECURITIESAND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimatedaverage burden hours per response: 12 {1}------------------------------------------------ ![](_page_1_Figure_4.jpeg) | as | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | | previous audit,or
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(o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net
CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences
(w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17
(n) Information relating to possession or control requirements for security-based swap customers under 17 CFR
reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or17
(p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
**To request confidential treatment of certain portions of this filing, see 17 CFR240.17a-5(e)(3)
(s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
in accordance with 17 CFR 240.17a-5,17
material inadequacies exist, under17
240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable.
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(v) | | | of - - - - - Title: - - - - - - - - - OATH ORAFFIRMATION Notary ID#134100649 My Commission Expires December 12, 2026 - ARY PUA NICKOLASAMAYA Thisfiling\*\* contains(check allapplicable boxes): (b) Notes to consolidated statement offinancial condition. comprehensive income(as defined in§ 210.1-02 of Regulation S-X). (e) Statementof changes in stockholders' or partners' or sole proprietor'sequity. (f) Statement ofchanges in liabilities subordinated to claimsof creditors. (g) Notes to consolidated financial statements. (h) Computation ofnet capital under17 CFR 240.15c3-1 or17 CFR 240.18a-1, asapplicable. (i) Computation oftangible networth under17 CFR 240.18a-2. Exhibit A to 17 CFR 240.18a-4, asapplicable. (I) Computation for Determination ofPAB Requirements under ExhibitA to § 240.15c3-3. (m) Information relating to possession or control requirementsfor customers under 17 CFR 240.15c3-3. 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. (r) Compliance report inaccordance with 17 CFR 240.17a-5 or17 CFR240.18a-7, asapplicable. (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. CFR 240.17a-5,17 CFR240.18a-7, or 17 CFR240.17a-12, as applicable. CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. a statementthat no material inadequacies exist, under17 CFR240.17a-12(k). - - - - - - (a)Statement offinancial condition. (d)Statement ofcash flows. CFR 240.18a-7, as applicable. - asthat ofacustomer. - - as applicable. (z) Other: - I, LuigiUcciferri NotaryPublic exist. - - 0 {2}------------------------------------------------ # 12 14 15-16 | 2
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Page | | | | | | | | | | | | | | | | | | | | | | financial statements. | | | | | | | | CONTENTS | ofthese | | | | | | | | | | | Firm | | | Firm's Agreed-Upon Procedures Reporton
Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3
Schedule of Assessment and Payments (Form SIPC-7)
Registered Public Accounting Firm
Rule 15c3-1 | The accompanying notes are an integralpart | | | | | | | | Pursuantto | | | in Stockholder's Equity | | | | | | | | | | | | Statement of Financial Condition
Notes to Financial Statements
Computation of NetCapital
Statement of Cash Flows
Statement ofChanges
Statement of Income | | | Information Relating to the Possession or Control Requirements Pursuant to Rule 15c3-3
Schedule of Assessment and Payments (Form SIPC-7)
Report of Independent Registered PublicAccounting
Exemption Report Pursuant to SEC Rule 17a-5
Independent Registered PublicAccounting
Report ofIndependent
Additional Information:
Financial Statements: | | | | | {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) Newhall, California February 26, 2025 DylanFloyd Accounting & Consulting Report of Independent Registered Public Accounting Firm Tothe Board of Directorsand Shareholders Opinion on the Financial Statements Ihaveaudited the accompanying statement offinancial condition of LightpathCapital Inc. as ofDecember 31, 2024, the related statements of income, changesin shareholders' equity, and cashflows for the 2024 then ended, and the related notes and schedules. In my opinion, the financial statements present fairly, in all material respects, the financial position of Lightpath Capital Inc. as of December 31, 2024 and the results of its operations and its cash flows for the 2024 then ended in conformity with accounting principles generally accepted in the United States of These financial statements are the responsibility of Lightpath Capital Inc. Myresponsibility is to express an opinion on Lightpath Capital Inc. financial statements based on my audit. Iama public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Lightpath Capital Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and thePCAАОВ. I conducted my audit in accordance with the standards of the PCAOB. Those standards require that I 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.My audit included performing procedures to assessthe 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. My audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overallpresentation ofthe financial statements. I believe thatmy audit provides a reasonable basis for my opinion. Auditor's Report on Supplemental Information The supplemental information consist of computation of Net Capital has been subjected to audit procedures performedin conjunctionwith theaudit Lightpath Capital Inc.'financial statements. The supplemental information is the responsibility of Lightpath Capital Inc.'s management. My audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming my opinion on the supplemental information, I evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In my opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. Dylanfloyd Accounting & Consulting Ihave servedas theCompany's auditor since 2019. Lightpath Capital Inc. Basis for Opinion CPA America. {4}------------------------------------------------ # 22,082 196.967 | 25,889 | 22,082 | | |--------------------|------------------------------|--| | 193,160
219.049 | 22,082
196.967
219.049 | | | | | | | \$
\$ | \$
\$ | | | | | | | | 162,967
34,000 | | | | | | | 162,967
34,000 | | | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------|--------------------------------------------| | | | financialstatements. | | | | | | | | ofthese | | STOCKHOLDER'S EQUITY
STATEMENT OF FINANCIALCONDITION
LIGHTPATH CAPITAL, INC.
DECEMBER 31, 2024
ASSETS | | The accompanying notes are an integralpart | | | | | | | | | | | | | | 10,000 shares authorized,
LIABILITIESAND | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable and accrued expenses
100 shares issued and outstanding
Capital stock, no parvalue,
Commission receivable
Total liabilities
Retained earnings
Stockholder's'equity:
Total assets | Total liabilities and stockholder's equity
Total stockholder's equity | | | | | | | | | | Commission receivable Liabilities: Accounts payable and accrued expenses Stockholder's'equity: 100 shares issued and outstanding Retained earnings Cash {5}------------------------------------------------ # 3,516,893 57,550 0 | 0
1,341 | | | |--------------------------------------------------------------------------------|--|--| | 3,573,102
3,574,443
3,516,893
57.550
57,550 | | | | | | | | \$
\$
2,820,038
569,265
19,060
1,037
21,628
85,865 | | | | | | | | \$ | | | | | | | | | | | | YEAR ENDED DECEMBER 31, 2024
LIGHTPATH CAPITAL, INC.
STATEMENT OF INCOMЕ | | | | | | | | | | | | | | | | | | | The accompanying notes are an integral part ofthese financial statements. Operating expenses: Income taxes Net income Revenues : Commissions Other income Total revenues Commission expense Payroll expense Occupancy Professional fees Regulatory fees, other taxes, and licenses Other expenses Total expenses Income (loss) before income taxes {6}------------------------------------------------ # LIGHTPATH CAPITAL, INC. STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY YEAR ENDED DECEMBER 31, 2024 | | | Capital
Stock | Additional
Paid-in
Capital | Retained
Earnings | Total | |------------------------------|-----|------------------|----------------------------------|----------------------|----------| | Balance at beginning of year | છે. | 34.000 | | 145,417 | 179,417 | | Distributions | | | | (40.000) | (40,000) | | Net income for the year | | | | 57.550 | 57,550 | | Balance at end of year | | 34.000 | | 162.967 | 196.967 | The accompanying notes are an integral part of these financial statements. {7}------------------------------------------------ # LIGHTPATH CAPITAL, INC. STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2024 | Cash flows from operating activities:
Net income | Adjustments to reconcile net income to net cash provided by for operating | | | સ્ત્ર | 57,550 | |-------------------------------------------------------|----------------------------------------------------------------------------------------|-------|--------------------|-------|----------| | activities: | Decrease in commission receivable
Decrease in accounts payable and accrued expenses | સ્ક્ર | 45,047
(38,845) | | | | | Total adjustments | | | | 6.202 | | | Net cash flows provided by operating activities | | | | 63,752 | | Cash flows from investing activities | | | | | | | Cash flows from financing activities
Distributions | | | (40,000) | | | | | Net cash flows used for financing activities | | | | (40,000) | | | Net increase in cash | | | | 23,752 | | Cash at beginning of year | | | | | 169,408 | | | Cash at end of year | | | સ્ક્ર | 193.160 | | | | | | | | | | SUPPLEMENTAL CASH INFORMATION | | | | | | Cash payments for: | | |--------------------|-----| | Income taxes | 000 | | Interest expense | | The accompanying notes are an integral part of these financial statements. {8}------------------------------------------------ # LIGHTPATH CAPITAL. INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 # (1) # Nature of Business LightPath Capital, Inc. (the "Company") was organized in the State of California in June of 1993, under the name of Protective Brokerage Corporation. The Company is a registered broker-dealer in securities under the Securities and Exchange Act of 1934, a member of the Financial Industry Regulatory Authority ("FINRA"), and the Securities Investor Protection ("SIPC"). In January of 1997, the Company changed its name to Streamline Capital Corporation, and in April of 2014, the Company changed its name to LightPath Capital, Inc. Under its membership agreement with FINRA, the Company conducts business as a securities broker-dealer that provides several classes of services, including merger and acquisition advisory services, the private placement of securities, and the introduction of investors and investment managers. The Company does not claim an exemption from SEA Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC. The Company does not receive, hold, or otherwise owe funds or securities for or to customers, does not carry accounts of or for customers, and does not carry PAB accounts. . # Method of Accounting The Company's financial statements have been prepared using the accrual basis of accounting and in conformity with accounting principles generally accepted in the United States of America. # Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. # New and Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update 2014-09, "Revenue from Contracts with Customers" (Topic 606), that supersedes current revenue recognition guidance, including most industryspecific guidance. ASU 2014-09, as amended, requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The guidance also requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue that is recognized. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The adoption of ASU 2014-09, as amended, did not result in a material change in the timing of revenue recognition or a material impact on our financial position, results of operations, or cash flows from adopting this standard. In February 2016, the FASB issued ASU 2016-02, "Leases" that requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right of use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. The accounting update also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In {9}------------------------------------------------ # LIGHTPATH CAPITAL, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 # (1) addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements. The Company has reviewed the new standard and does not expect it to have a material impact to the statement of financial condition or its net capital. ## Revenue Recognition The Company receives commissions and fees which are recognized as earned. # Use of Estimates Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues. Actual results could vary from the estimates that were assumed in preparing the financial statements estimates. # Income Taxes The Company has elected to be treated as an S Corporation under Subchapter S of the Internal Revenue Code. Subchapter S of the Code provides that in lieu of corporate income taxes, the stockholders are individually taxed on the Company's taxable income; therefore, no provision or liability for Federal income taxes is included in these financial statements. The State of California has similar regulations, although there exists a provision for a minimum franchise tax which is the greater of 1.5% of net income or \$800. ### PROVISION FOR INCOME TAXES (2) The provision for income taxes consists of the following: | | | Federal | | State | l otal | |---------------------|----|---------|----|----------|--------| | Current
Deferred | မာ | | ಳಾ | 800 \$ . | 800 | | Total | | 1 | | 800 | 800 | ### NET CAPITAL (3) The Company is subject to a \$5,000 minimum capital requirement pursuant to SEC Rule 15c3-f, which requires that the ratio of aggregate indebtedness to net capital shall not exceed 15 to 1. Net capital and the related net capital ratio fluctuate on a daily basis; however, as of December 31, 2024, the net capital was \$192,630 which exceeded the required minimum capital by \$187,630. The aggregate indebtedness to net capital ratio was 0.1146 to 1. {10}------------------------------------------------ # LIGHTPATH CAPITAL, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 # (4) COMMITMENTS & CONTINGENCIES The Company's commitments and contingencies include the usual obligations of a registered broker-dealer in the normal course of business. The Company is occasionally involved in legal proceedings in the ordinary course of business, including arbitration The Company's legal proceedings are generally initiated by its representatives' clients and involve the purchase or sale of investment securities. For the year ended December 31, 2024, the Company was a named party in two arbitrations. The Company has tentatively achieved a conditioned settlement for both arbitrations to avoid the cost of litigation and has escrowed funds for such settlement in a frust account held with its counsel. Management believes the Company will not incur any additional expense beyond the amounts already escrowed, however, is not feasible to predict the final outcome at the present time. ### (5) COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a global pandemic, which continues to spread throughout the United States and the World. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The pandernic on the Company's future financial statements cannot be reasonably estimated at this time. No adjustments have been made to the amounts reported in this financial statement as a result of this matter. ### SUBSEQUENT EVENTS (6) Management has evaluated subsequent events and transactions occurring after year-end through the date the financial statements were available for issuance which was February 26, 2025. No fransactions or events were found that were material enough to require recognition in the financial statements. ### SEGMENT REPORTING (7) The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including investment banking and mergers and acquisitions advisory services. The Company has identified its President as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company, Additionally, the CODM uses excess net capital (see Note 4), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay distributions. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. Segment revenue, significant expenses, and other required segment disclosures for the year ended December 31,2024 are the same as those presented in the Statements of Financial Condition, Income, and Cash Flows. {11}------------------------------------------------ # LIGHTPATH CAPITAL, INC. COMPUTATION OF NET CAPITAL PURSUANT TO RULE 15c3-1 DECEMBER 31, 2024 | Total equity from statement of financial condition | સ્ત્ર | 196,967 | |---------------------------------------------------------------------|-------|---------| | Less non-allowable assets | | 4.337 | | Net capital | | 192,630 | | | | | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENT | | | | Minimum net capital required
(6-2/3 % of aggregate indebtedness) | સ્ત્ર | 1.472 | | Minimum dollar net capital required | | 5.000 | | Net capital requirement (greater of above two figures) | | 5,000 | | Excess net capital | | 187.630 | | | | | # COMPUTATION OF RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL | Total aggregate indebtedness | 22.082 | |-------------------------------------------------------------------------------------------|-------------| | Ratio of aggregate indebtedness to net capital | 0.1146 to 1 | | Percentage of debt to debt-equity total computed in
in accordance with Rule 15c3-1 (d) | NIA | # RECONCILIATION WITH COMPANY'S COMPUTATION INCLUDED IN PART II OF FORM X-17a-5 A reconciliation of the Company's computation of net capital as reported was not prepared as there are no material differences between the Company's computation of net capital included in its unaudited Form X-17a-5 Part II and the computation contained herein as of December 31, 2024. {12}------------------------------------------------ # LIGHTPATH CAPITAL, INC. COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS PURSUANT TO RULE 15c3-3 DECEMBER 31, 2024 Not Applicable - The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240 15c3-3. {13}------------------------------------------------ # LIGHTPATH CAPITAL, INC. INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS PURSUANT TO RULE 15c3-3 DECEMBER 31, 2024 Not Applicable - The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240 15c3-3. {14}------------------------------------------------ ![](_page_14_Picture_0.jpeg) DylanFloyd Accounting & Consulting # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM # Exemption Report Review-No Exceptions to Exemption Provisions # To the Board of Directors and Shareholders Lightpath Capital Inc. I have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Lightpath Capital Inc. (the Company) did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and (2) the Company is filling this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to: (a) merger and acquisition advisory services; (b) private placements (acting as placement agent only; structuring and pricing; EB-5 direct investment only); and (c) municipal advisor (introducing transaction only). In addition, the Company did not directly or indirectly receive, hold, or otherwise or securities for or to customers, other that moneyor 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, did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule15c3-3) throughout the most recent fiscal year without exception. Lightpath Capital Inc.'s management is responsible for compliance with exemption provisions and its statements. My 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 Lightpath Capital Inc.'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 management's statements. Accordingly, I do not express such an opinion. Based on my review, I am not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the Company's business activities contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC staff Frequently Asked Questions. Dylantloud Accounting Newhall, California February 26, 2025 I have served as the Company's auditor since 2019. {15}------------------------------------------------ # LIGHTPATH CAPITAL, INC. Exemption Report December 31, 2024 LightPath Capital, Inc. (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.7a-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)(l) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240 15c3-3. and - (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240. 17a-5 because the Company limits its business activities exclusively, to: (a) merger and acquisition advisory services; (b) private placements (acting as placement agent only; structuring and pricing; EB-5 direct investment only); and (c) municipal advisor (introducing transaction only), and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (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. LightPath Capital, Inc. l, Louie Ucciferri, squear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. Louie Ucciferr Financial and Operations Principal {16}------------------------------------------------ ![](_page_16_Picture_1.jpeg) # INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S AGREED JPON PROCEDURESREPORT ON SCHEDULE OF ASSESSMENT AND PAYMENTS (FORM SIPC-7) # To the Board of Directors and Shareholders Lightpath Capital Inc. I have performed the procedures included in Rule 17a-5(e)(4) under the Securities Exchange Act of 1934 and in the Securities Investor Protection (SIPC) Series 600 Rules, which are enumerated below and were agreed to by Lightpath Capital Inc. and the SIPC, solely to assist you and SIPC in evaluating Lightpath Capital Inc.' compliance with the applicable instructions of the General Reconciliation (Form SIPC-7) for the year ended December 31, 2024. Lightpath Capital Inc.' management is responsible for its Form SIPC-7 and for its compliance with those requirements. This agreed upon procedures engagement was conducted in accordance with standards established by the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, I make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures I performed and my findings are as follows: - 1) Compared the listed assessment payments in Form SIPC-7 with respective cash disbursement records entries, noting no differences; - 2) Compared the Total Revenue amounts reported on the Annual Audited Report Form X-17A-5 Part III for the vear ended December 31, 2024 with the Total Revenue amount reported in Form SIPC-7 for the year ended December 31, 2024, noting no differences; - 3) Compared any adjustments reported in Form SIPC-7 with supporting schedules and working papers, noting no differences; - 4) Recalculated the arithmetical accuracy of the calculations reflected in Form SIPC-7 and in the related schedules and working papers supporting the adjustments, noting no differences; and - 5) Compared the amount of any overpayment applied to the current assessment with the Form SIPC-7 on which it was originally computed, noting no differences. I was not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on Lightpath Capital Inc.'s compliance with the applicable instructions of the Form SIPC-7 for the year ended December 31, 2024. Accordingly, I do not express such an opinion or conclusion. Had I performed additional procedures, other matters might have come to my attention that would have been reported to you. This report is intended solely for the information and use of Lightpath Capital Inc. and the SIPC and is not intended to be and should not be used by anyone other than these specified parties. Dylantlays Accounting & ( Newhall, California February 26, 2025 I have served as the Company's auditor since 2019. {17}------------------------------------------------ # GENERAL ASSESSMENT FORM For the fiscal year ended \_12/31/2024 | | Determination of "SIPC NET Operating Revenues" and General Assessment for:
MEMBER NAME
LIGHTPATH CAPITAL INC | | SEC No.
8-46299 | | |----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------------|-----------------| | | 1/1/2024
For the fiscal period beginning | | and ending 12/31/2024 | | | ﺘﺴ | Total Revenue (FOCUS Report - Statement of Income (Loss) - Code 4030) | | | \$ 3,574,442.00 | | 2 | Additions: | | | | | | a Total revenues from the securities business of subsidiaries (except foreign
subsidiaries) and predecessors not included above. | | | | | | b Net loss from principal transactions in securities in trading accounts. | | | | | | c Net loss from principal transactions in commodities in trading accounts. | | | | | | d Interest and dividend expense deducted in determining item 1. | | | | | | e Net loss from management of or participation in the underwriting or
distribution of securities. | | | | | | f Expenses other than advertising, printing, registration fees and legal fees
deducted in determining net profit management of or participation in
underwriting or distribution of securities. | | | | | | g Net loss from securities in investment accounts. | | | | | | h Add lines 2a through 2g. This is your total additions. | | | \$ 0.00 | | 3 | Add lines 1 and 2h | | | \$ 3,574,442.00 | | ঘ | Deductions: | | | | | | a Revenues from the distribution of shares of a registered open end investment
company or unit investment trust, from the sale of variable annuities, from the
business of insurance, from investment advisory services rendered to
registered investment companies or insurance company separate accounts
and from transactions in security futures products. | | | | | | b Revenues from commodity transactions. | | | | | | c Commissions, floor brokerage and clearance paid to other SIPC members
in connection with securities transactions. | | | | | | d Reimbursements for postage in connection with proxy solicitations. | | | | | | e Net gain from securities in investment accounts. | | | | | | f 100% commissions and markups earned from transactions in (1) certificates
of deposit and (ii) Treasury bills, bankers acceptances or commercial paper
that mature nine months or less from issuance date. | | | | | | g Direct expenses of printing, advertising, and legal fees incurred in connection
with other revenue related to the securities business (revenue defined by
Section 16(9)(L) of the Act). | | | | | | h Other revenue not related either directly or indirectly to the securities business. ________________________________________________________________________________________
Deductions in excess of \$100,000 require documentation | | | | | રે | a Total interest and dividend expense (FOCUS Report - Statement
of Income (Loss) - Code 4075 plus fine 2d above) but
not in excess of total interest and dividend income | | | | | | b 40% of margin interest earned on customers securities accounts
(40% of FOCUS Report - Statement of Income (Loss) -
Code 3960) | | | | | | c Enter the greater of line 5a or 5b | | \$ 0.00 | | | | Add fines 42 through 4h and 5r. This is your total deductions | | | \$ 0.00 | {18}------------------------------------------------ SIPC-7 37 REV 0722 # GENERAL ASSESSMENT FORM For the fiscal year ended 12/31/2024 | 7 | Subtract line 6 from line 3. This is your SIPC Net Operating Revenues. | \$ 3,574,442.00 | | | | | | |-----------------------------------|-------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------|---------------------------------------|------------------------|--|--| | 8 | Multiply line 7 by .0015. This is your General Assessment. | \$ 5,361.00 | | | | | | | 9 | | Current overpayment/credit balance, if any | | | \$ 0.00 | | | | 10 | | General assessment from last filed 2024 SIPC-6 or 6A | | \$ 3,700.00 | | | | | | b Any other overpayments applied
d Add lines 11a through 11c | 11 a Overpayment(s) applied on all 2024 SIPC-6 and 6A(s)
c All payments applied for 2024 SIPC-6 and 6A(s) | \$ 0.00
\$ 0.00
\$ 3,700.00 | \$ 3,700.00 | | | | | 12 | LESSER of line 10 or 11d. | | \$ 3,700.00 | | | | | | 13 | a Amount from line 8
b Amount from line 9
c. Amount from line 12 | d Subtract lines 13b and 13c from 13a. This is your assessment balance due.
14 Interest (see instructions) for 0 days late at 20% per annum | | \$ 5,361.00
\$ 0.00
\$ 3,700.00 | \$ 1,661.00
\$ 0.00 | | | | 15 | | Amount you owe SIPC. Add lines 13d and 14. | | | \$ 1,661.00 | | | | 16 | Overpayment/credit carried forward (if applicable) | | | | | | | | SEC No.
8-46299
MEMBER NAME | | Designated Examining Authority
DEA: FINRA
LIGHTPATH CAPITAL INC
MAILING ADDRESS 1560 E SOUTHLAKE BLVD STE 100
SOUTHLAKE, TX 76092 | FYE
2024 | Month
Dec | | | | Subsidiaries (S) and predecessors (P) included in the form (give name and SEC number) TT By checking this box, you certify that you have the authority of the SIPC member to sign this member, you are authorized, and do hereby consent, to the storage and handling by SIPC of the data in accordance with SIPC's Privacy Policy | LIGHTPATH CAPITAL INC | LOUIE UCCIFERRI | |-----------------------|----------------------------| | (Name of SIPC Member) | (Authorized Signatory) | | 2/11/2025 | louie@lightpathcapital.com | | (Date) | (e-mail address) | | | | Completion of the "Authorized Signatory" line will be deemed a signature. This form and the assessment payment are due 60 days after the end of the fiscal year. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.