# PGP CAPITAL ADVISORS, LLC X-17A-5 (2023-03-23) — Broker-dealer annual report
- Company: PGP CAPITAL ADVISORS, LLC
- Form: X-17A-5
- Filed: 2023-03-23
- Period: 2022-12-31
- Accession: 0001265076-23-000002
- CIK: 1265076
- File #: 8-66180
- Type: Broker-dealer
- Material weakness: No
- Auditor: Ohab and Company, PA
- Auditor location: Maitland, FL
- Contact: Stewart Kim
- Phone: 3104200090
- Email: stewart.kim@pgpcapital.com
- Website: pgpcapital.com
- Signed by: Stewart Kim (Chief Compliance Officer)
Original filing: https://www.sec.gov/Archives/edgar/data/1265076/000126507623000002/auditconfidential.pdf
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| | UNITED STATES
SE(;URITIES AND EXCHANGE. COMMISSION
Washington, D.C. 20549 | | __
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0MB Number: 3235-0123
Expires: Oct. 31, 2023
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| | ANNUAL REPORTS | | SEC FILE NUMBER |
| | FORM X-17A-5 | | 866180 |
| | PART Ill | | |
| | FACING PAGE
Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | |
| FILING FOR THE PERIOD BEGINNING O 1/01 /22 | | | AND ENDING f273172_2_ - |
| | MM/DD/YY | | MM/DD/VY |
| | A. REGISTRANT IDENTIFICATION | | |
| | | | |
| D Check here if respondent is also an OTC derivatives dealer | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | |
| | 865 S. FIGUEROA STREET,SUITE1330 | | |
| LOS ANGELES | {No. and Street) | | |
| (City) | CA
(State) | | 90017
(Zip Code) |
| PERSON TO CONTACT WITH REGARD TO THIS FILING | | | |
| | | | STEWART.KIM@PGPCAPITAL.COM |
| STEWART KIM
(Name) | 310.268.0885
(Area Code -Telephone Number) | | (Email Address) |
| | B. ACCOUNTANT IDENTIFICATION | | |
| | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | |
| | | | |
| OHAB AND COMPANY, PA | (Name - if Individual, state last, first, and middle name) | | |
| 100 E eYBELl,6,AVe, alJITe 1330 | IVIAITL.A,ND | FL | 32751 |
| (Address) | (City) | (State) | (Zip Code) |
| JULY 28, 2004 | | 1839 | |
| (rte of Registration with PCAOB)(if applicable) | | | |
| | FOR OFFICIAL USE ONLY | | |
| | * Claims for exemption from tbe reauirement that the annual reports be covered by the reports of an independent public | | |
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| | OATH OR Al'FIRMATION |
|---------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|
| 1, STEWART KIM | , swear (or affirm) that, to the best of my knowledge and belief, the |
| financial report pertaining to the firm of PGP CAPITAL ADVISORS, LLC
2~,
12/31
___, | , as of
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:~ |
| | |
| SEE ATTACHED | |
| NOTARIAL CERTIFICATE
___________________________ | Title:
_;_: HIE!' GOM~LAINCE OEEICER |
| | |
| | |
| Notary Public | |
| | |
| This filing** contains (check all applicable boxes): | |
| ii (a) Statement of financial condition, | |
| □ (b) Notes to consolidated statement of financial condition._ | |
| ii (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of | |
| comprehensive income (as defined in§ 210,1-02 of Regulation S-X). | |
| ii (d) Statement of cash flows. | |
| ii (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. | |
| D
(f) Statement of changes in liabilities subordinated to claims of creditors. | |
| (g) Notes to consolidated financial statements.
il | |
| ii (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. | |
| D
(i) Computation of tangible net worth under 17 CFR 240.18a-2. | |
| D
(j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. | |
| D | (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or |
| | |
| Exhibit A to 17 CFR 240.18a-4, as applicable.
D
(I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. | |
| ii (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.lSa-4, as applicable. | ii (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 240.18a-2, as applicable, and the reserve requirements under 17 |
| | CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences |
| exist. | |
| D
(p) Summary a/financial data for subsidiaries not consolidated in the statement a/financial condition. | |
| ii (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. | |
| D
(r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | |
| ■ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | |
| 0
(t) Independent public accountant's report based on an examination of the statement of financial condition. | |
| ii {1:1) 11,elet=)end | At i;: 1!eiliG: e1ccrnm+aot's report based on an examination of the financial report or financial statements under 17 |
| CFR 240.17a-S, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. | |
| 0 | (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. | |
| iiil | (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 |
| CFR 240.18a-7, as applicable. | |
| D | (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, |
| | |
| as applicable. escribin | an material inadequacies found to exist or found to have existed since the date of the previous audit, or |
| a statement that no material inadequacies exist, under 17 CFR | |
| D
(z) Other: | ___________________________________
_ |
| | |
*'\*\*To requJst* confidential *treatment of certain* portions *of* this *filing, see* 017 CFR 240 .. 17a-5(;;)(3/ *or* 17 CFR240.18a-7(d}(2}, *as.* applicable.
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#### **CALIFORNIA JURAT GOVERNMENT CODE § 82-02**
A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document.
State of California County of **l OS AYYjt\'€-~** Subscribed and sworn to (or affirmed) before me on this **2,'** day of **Mulvuh** Date Month ,20..B,by Year , ~.\ JOCELYNE CALVILLO ... *f* **Notary Public• California** < · **Los Angeles County** ! **Commission N 2412842 (1) Jre,wu1 V** :t **y Comm. ExplresAug 13, 2026** (and (2) \_\_\_\_\_\_\_\_\_\_\_\_\_ ), Name!! of Signery Place Notary Seal and/or Stamp Above Completing this information can deter alteration of the cume or fraudulent reattachment ofthls form to an unintended document. **Description of Attached Document** Title or Type of Document: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ Document Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Number of Pages: \_\_\_\_\_\_ \_ Signer(s) Other Than Named Above: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_
©2019 National Notary Association
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-f()~ybclia Ave. Suite 130 Maitl•md. FL 32751
*Cerrified Public Accountants* Emnil: pilm li' ohabco.com
Telephone 407-740-7311 l'v,: 407-740-6441
#### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-----1"0-the-Board-of-EJirectors-and-MembeT's of PGP Capital Advisors, LLC
#### **Opinion on the Financial Statements**
We have audited the accompanying statement of financial condition of PGP Capital Advisors, LLC as of December 31, 2022, the related statements of operations, changes in member's equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all-material respects, the financiafposition·ot PGP Capital Advisors; LLC as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
#### **Basis for Opinion**
These financial statements are the responsibility of PGP Capital Advisors, LLC's management. Our responsibility is to express an opinion on PGP Capital Advisors, LLC's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to PGP Capital Advisors, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
#### **Auditor's Report on Supplemental Information**
The Schedules I and II have been subjected to audit procedures performed in conjunction with the audit of PGP Capital Advisors, LLC's financial statements. The supplemental information Is the responsibility of PGP Capital Advisors, LLC's management. Our 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 our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the Schedules I and II are fairly stated, in all material respects, in relation to the financial statements as a whole.
We have served as PGP Capital Advisors, LLC's auditor since 2017.
Maitland, Florida March 18, 2023
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# **Statement of Financial Condition**
**December 31, 2022**
| 31,209 | |
|-----------|------------------------------------------------------------------------------------------------|
| 4,094 | |
| 5,703 | |
| | |
| | |
| | |
| 16,702 | |
| 34,111 | |
| \$50,813 | |
| | |
| | |
| | |
| | |
| | |
| \$267,126 | |
| | :A:sset:s---------------------------------------
226,120
219,733
(3,420)
\$216,313 |
The accompanying notes are an integral part of these financial statements
*2* i
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#### **Statement of Operations**
#### **For the Year Ended December 31, 2022**
| ·-RevenU<'----------------------------------------~ | | |
|-----------------------------------------------------|-------------|--|
| Investment banking fees | 766,608 | |
| Total Revenue | \$766,608 | |
| Expenses | | |
| | | |
| Commissions | 849,199 | |
| Travel and entertainment | 96,898 | |
| Rent | 69,652 | |
| Regulatory fees | 4,110 | |
| Telephone | 11,501 | |
| Professional fees | 37,520 | |
| Other operating expenses | 66,602 | |
| Total Expenses | \$1,135,482 | |
| Net Operating Loss | \$(368,874) | |
| Other Comprehensive income: | | |
| Unrealized gain on securities | (5,274) | |
| Comprehensive income (Net Loss) | \$(374,148) | |
The accompanying notes are an integral part of these financial statements
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# **\_\_\_\_\_\_ Statement\_of\_ChangesJn Member~s-Equicy**
#### **For the Year Ended December 31, 2022**
| December 31, 2021 | 190,461 |
|------------------------------------------|-----------|
| Capital Contributions | 400,000 |
| Unrealized gain on marketable securities | (5,274) |
| Net income | (368,874) |
| December 31, 2022 | \$216,313 |
The accompanying notes are an integral part of these financial statements
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### **Statement of Cash Flows**
# **For the Year Ended December 31, 2022**
### **Cash Flows from Operating Activities**
| Net Loss | \$(368,874) |
|---------------------------------------------------------|-------------|
| Adjustments to reconcile net loss | |
| to net cash used by operating activities: | |
| ROU asset | 1,746 |
| Prepaid expenses | 3,591 |
| Accounts payable and accrued expenses | (13,352) |
| Net Cash used by Operating Activities | \$(376,889) |
| Cash Flows from Financing Activities
Lease Liability | 1,156 |
| Capital Contributions | 400,000 |
| Net Cash Provided by Financing Activities | 401,156 |
| Net increase in Cash and Cash equivalents | 24,267 |
| Cash and cash equivalents at beginning of year | 201,853 |
| Cash and Cash Equivalents at End of Year | \$226,120 |
#### **Supplemental disclosure:**
| Cash paid for interest | \$0 |
|------------------------|-----|
| Cash paid for tax | \$0 |
The accmupanying notes are an iotegra1 part oftbese financlal sta.teJl==------------+
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#### **1. Organization**
PGP Capital Advisors, LLC (formerly Pacific Gemini Partners, LLC), a Dela.ware Limited Liability Company, is a wholly owned subsidiary of PGP Holdings, LLC (the "Pa.rent"). The Company is boutique investment bank that is registered as a Securities Broker-Dealer regulated by the Financial Industry Regulatory Authority and provides high-impact, tailored services in connection with mergers and acquisitions, private placements and corporate finance for publicly-traded and privately-held corporations.
#### **2. Significant Accounting Policies**
#### **Cash and Cash Equivalents**
The Company considers all demand deposits held in banks and certain highly liquid investments with original maturities of three months or less, other than those held for sale in the ordinary course of business, to be cash equivalents.
#### **Revenue from contract with customers Significant Judgement**
Revenue from contracts with customers includes fees from investment banking. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgement is required to determine whether performance obligations a.re satisfied at ta point in time or over time; how to allocate transaction prices where multiple performance obligations a.re identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain fuhrre events.
#### **M&A advisory fees**
The Company provided advisory service on mergers and acquisitions (M&A). Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled. However, for certain contracts, revenue is recognized over time for advisory arrangements in which the performance obligations a.re simultaneously provided by the **Conrpm1y and consmned by the custonrer In sonte chcmnstances, s1gn11icant Judgement 1s** needed to determine the timing and measure of progress appropriate for revenue recognition imder a specific contract. For certain contracts fees a.re received at regular intervals and are recognized as revenue at the time they relate specifically to performance obligations satisfied in that period. Fees received that do not relate to specific services are reflected as contract liabilities. At December 31, 2022, there were no unsatisfied perfonnance obligations.
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#### **2. Significant Accounting Policies "continued"**
#### **Use of Estimates**
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts .of revenues and expenses during the reporting period. Actual results could differ from those estimates and may have an impact on fuh1re periods.
#### **Fair Value of Financial Instruments**
Unless otherwise indicated, the fair values of all reported assets and liabilities that represent financial instruments approximate the carrying values of such amount
#### **Income Taxes**
The Company, a limited liability company, is taxed as a division of its sole member under the Internal Revenue Code and a similar state statute. In lieu of income taxes, the Company passes 100% of its taxable income and expenses to the Member. Therefore, no provision or liability for federal or state income taxes is included in these financial statements. The Company is however, subject to the annual California limited liability company tax of \$800 and a California limited liability company fee based on gross revenue.
#### **Uncertain tax positions**
The Company has adopted F ASB ASC 740-10-25, *Accounting for Uncertainty in Income Taxes.* Ihe Company will record a liability for uncertain tax positions when it is more likely than not that a tax position would not be sustained if examined by the taxing authority. The Company continually evaluates expiring statues of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.
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#### 2. **Significant Accounting Policies "continued"**
The Company's evaluation on December 31,2022 revealed no uncertain tax positions that would have a material impact on the financial statements. The 2019 through 2021 tax years remain subject to examination by the IRS and State of California. The Company does not believe that any -------"'-------~c\_\_--------------~-~---------~------ reasonably possible changes will occur within the next twelve months that will have a material impact on the financial statements.
#### **Property and Equipment**
Property and equipment are summarized by major classifications as follows:
| | 2022 |
|----------------------------------------------------------|--------------------|
| Computers and equipment
Less Accumulated Depreciation | \$5,986
(5,986) |
| Net computers and equipment | _\$_Q |
The Company did not have depreciation expenses for 2022.
#### **3. Fair Value Measurements**
The Fair Value Measurements Topic of the FASB Accounting Standards Codification establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 Quoted 1-111"''" (mrndjusteti) in active 111mkets ftlr idenrtcal assets or liabilities that the Company has the ability to access at the measurement date.
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#### **3. Fair Value Measurements "continued"**
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 Unobservable inputs for the asset or liability.
#### **Determination of Fair Value**
Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the Company bases its fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants at the measurement date. It is the Company's policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon management's own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future value.
**Assets Measured and Recognized at Fair Value on a Recurring Basis**
The fair value of the investment in securities is based on the quoted market price. The fair value of the securities receivable is based on the quoted market price of the underlying asset.
| December 31, 2022 | | | | | |
|------------------------------|---------|---------|---------|---------|--|
| | Level 1 | Level 2 | Level 3 | Total | |
| Assets at fair value: | | | | | |
| Investment in securities | | | | | |
| Equities | \$4,094 | \$ - | -
\$ | \$4,094 | |
| Securities receivable | | | | | |
| I t1ssets !It fair ·, ttltte | \$4,094 | \$ | \$ | \$4,094 | |
9
The tables below present the amounts of assets measured at fair value on a recurring basis:
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#### **4. Operating Leases**
The Company leases its facilities under an agreement with John Hancock Real Estate that expires November 31, 2023. Rent expense for the lease for year ended December 31,2022 was \$69,652 which also includes base rent, insurance recovery, operating cost recovery and seal . estate tax recovery.
**Future minimum lease payments excluding taxes and fees are as follows:** The Company has obligations as a lessee for office space and other office equipment with initial noncancelable terms in excess of one year. The Company classified these leases as operating leases. These leases generally contain renewal options for periods ranging from two to five years. Because the Company is not reasonably certain to exercise these renewal options, the optional periods are not included in determining the lease term, and associated payments under these renewal options are excluded from lease payments. The Company's lease does not include tennination options for either party to the lease or restrictive financial or other covenants. Payments due tmder the lease contracts include fixed payments plus, for many of the Company's leases, variable payments. The Company's office space leases require it to make variable payments for the Company's proportionate share of the building's property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liabilities are recognized as variable costs when incurred.
Amounts reported in the balance sheet as of December 31,2022 were as follow: Operating leases:
| Operating lease ROU assets
Operating lease liabilities | \$31,209
\$34,111 |
|------------------------------------------------------------|----------------------|
| 1 em ended necenrber 31, | l"saseArnomn |
| Future minimum lease obligations consist of the following: | |
| 2023 | \$34,111 |
| Total | 34 111 |
| | 10. |
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#### **5. Net Capital Requirements**
The Company is subject to the Securities and Exchange Commission's uniform net capital rule ,{Rule 15c3~1) which requires the Company to maintain a minimum neLcapital. equal to or . greater than \$5,000 and a ratio of aggregate indebtedness to net capital not exceeding 15 to 1, both as defined. At December 31, 2022, the Company's net capital was \$209,979 which exceeded the requirement by \$204,979
At December 31, 2022 the percentage of aggregate indebtedness was 7 .97% to I. The Company had liabilities of \$16,702 on December 31, 2022.
#### **6. Company Conditions**
The company has recorded a loss of\$374,149 for the year ended December 31,2022 and has received a capital contribution from its member for working capital. The Company member has agreed to provide capital contributions to the Company, as necessary, for it to continue operations and to maintain compliance with minimum capital requirements.
Management expects to the Company to continue as a going concern and the accompanying financial statements have been prepared on a going-concern basis without adjustments for realization in the event the Company ceases to continue as a going concern.
#### **7. Commitments and contingencies**
The Company does not have any commitments or contingencies, other than an operating lease (note 4).
#### **8. Subsequent Events**
The Company has evaluated subsequent events through Mar 18, 2023 the date which the financial statements were available to be issued, and has determined no event or transactions requiring disclosure.
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# PGP Capital Advisors, LLC Schedule
I
# **Computation of Net Capital Under Rule 15c3-1 --~oflheSecurifies and Exchange l~:~o\_m\_m\_1~s-s1·-o-n \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_**
# **As of December 31, 2022**
| Net Capital | |
|-----------------------------------------------------------|-----------|
| Total member's equity | \$216,313 |
| Less: Non-allowable assets | |
| Prepaid expenses and other assets | 3,300 |
| De osits | 2,403 |
| Total non-allowable assets | 5,703 |
| Tentative Net Capital | 210,610 |
| Haircut on Money Market \$824 at 2% | 16 |
| | |
| Haircut on Securities \$4,094 atl 5% | 615 |
| Net Capital | 209,979 |
| Net minimum capital requirement of 6 2/3 % of aggregate | |
| indebtedness of \$16,702 or \$5,000, whichever is greater | 5,000 |
| Excess Net Capital | \$204,979 |
There are no material differences between the preceding computation and the Company's corresponding unaudited Part II A as of Form X-17A -5 as of December 31,2022
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### Schedule II - SUPPLEMENTARY INFORM.\ TION
As of December 31, 2022
# **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATED TO POSSESSION AND CONTROL REQUIREMENTS UNDER RULE 15C3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AT DECEMBER 31,2022.**
The Company is not claiming an exemption from SEA Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073 and as discussed in Q7 A 8 of the related FAQ issued by SEC staff. In order to avail itself of this option, the Company has represented that it does not, and will not hold customer ftmds or securities.
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100 I,, Sybeliu Jive. Suite 130 **Maitland. FL 32751**
*Cert(/lcd Public Accountants* l:~mai!: pam 1lohabcp.com
Telephone 407-740-7311 Fa, 407-740-6441
# ----------~--· EeORJ-Of'-li'-JDEi-f"Ei-i'-JDEi-NT-ReGISTERE0-Pl:IBl:16-AGG0l:IN'flNG.-flA•·• ------------c-
To the Board of Directors and Member's of PG P Capital Advisors, LLC
#### **Opinion on the Financial Statement**
We have audited the accompanying statement of financial condition of PGP Capital Advisors, LLC as of December 31, 2022, 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 PGP Capital Advisors, LLC as of December 31, 2022 in conformity with accounting principles generally accepted In the United States of America.
#### **Basis for Opinion**
This financial statement Is the responsibility of PGP Capital Advisors, LLC's management. Our responsibility is to express an opinion on PGP Capital Advisors, 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 PGP Capital Advisors, 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 PGP Capital Advisors, LLC's auditor since 2017.
Maitland, Florida
March 18, 2023
{17}------------------------------------------------
I 00 E. Sybelia A \'c. Suite 130 Maitland. FL 32751
*Certified Public Accounlanls* **fanai!: mun·,!ohabco,com**
Telephone 407-740-·;311- **F'nx 407-740w6,l4** l
#### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Member's of PGP Capital Advisors, LLC
We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) PGP Capital Advisors, LLC (the Company) did 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 private placement of securities as agent on a best effort basis only, including the offering of shares of private equity or debt funds which invest In Trust Preferred Securities, and passive co-manager or selling group member in best efforts public offerings. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 1502-4 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 tor customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception.
PGP Capital Advisors, LLC's management is responsible for compliance with the exemption provisions and its statements.
Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about PGP Capital Advisors, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.1 ?a-5, and related SEC Staff Frequently Asked Questions.
Ohab and Company, PA Maitland, Florida March 18, 2023
{18}------------------------------------------------
#### dd PG·.·" p CAPTTAL ADVISORS. LLC L: 1 l'ho Im·ustliwnt Bank for Emerging Companl<:s
# **\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_,1;P~G"'P::\_C~aJJ1ital Advisors Exemption Repoi-t**
**PGP Capital Advisors** (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers''). This Exemption Report was prepared as required by 17 \_\_\_ C.F.It §240.17a-5(d){l) and (4). To the best ofits lmowledge 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 private placement of securities as agent on a best effort basis only, including the offering of shares of private equity or debt funds which invest in Trust Preferred Secuiities; and passive co- manager or selling group member in best efforts public offerings. PGP will not receive customer's and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, ( other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a s,ibscription way basis where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and
(3) did not carry PAB accounts (as defined in Rule 15c3--3) throughout the most recent fiscal year without exception.
**PGP** Capital Advisors
, tew im , swear Report is true and correct.
**By: Stewart Kim** Title: Managing Partner
03/07/2023
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.