# MCP SECURITIES, LLC X-17A-5/A (2023-08-23) — Broker-dealer annual report - Company: MCP SECURITIES, LLC - Form: X-17A-5/A - Filed: 2023-08-23 - Period: 2022-12-31 - Accession: 0001479459-23-000002 - CIK: 1479459 - File #: 8-68473 - Type: Broker-dealer - Material weakness: No - Auditor: DAVID LUNDGREN & COMPANY - Auditor location: OLATHE, KS - Contact: ANGELA HAJEK - Phone: 678-679-8640 - Email: angela@mastercompliance.com - Website: mastercompliance.com - Signed by: JAMES MCCARVILL (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1479459/000147945923000002/mcpsec2022audit.pdf --- {0}------------------------------------------------ ### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | 0MB APPROVAL | |---------------------------| | 0MB Number: 3235-0123 | | Expires: Oct. 31, 2023 | | Estimated average burden | | hours per response:
12 | | | # **ANNUAL REPORTS FORM X-17A-5 PART Ill** | 12
hours per response: | |---------------------------| | SEC FILE NUMBER | | 6-68473 | | FILING FOR THE PERIOD BEGINNING __ 0_1_/0_1 /_2_2 __ AND a 1 | | | 2
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_ | | |--------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------|---------|---------------------------------------|--| | | MM/DD/YY | | MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | | vi or ska~. MCP Securities, LLC | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
[ Broker-dealer
D Check here if respondent is a Isa an OTC derivatives dealer | [] Security-based swap dealer | | Major security-based swap participant | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 777 Third Avenue, 25th Floor | | | | | | | (No. and Street) | | | | | New York | | NY | 10017 | | | (City) | | (State) | (Zip Code) | | | | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | angela@mastercompliance.com | | | Angela Hajek
(Name) | 678-679-8640
(Area Code-Telephone Number) | | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | David Lundgren & Company | | | | | | | (Name -if individual, state last, first, and middle name} | | | | | 505 N Mur-Len Rd
(Address) | Olathe
(City} | | 66062
KS
(State)
(Zip Code) | | | | | | 6075 | | Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.** {1}------------------------------------------------ ### **OATH OR AFFIRMATION** | | James McCarvill | |--|-----------------| | | | I, James McCarvill swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of MCP Securities, LLC as of 12/31 20@,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. Title:l *7* CEO *".j won4,t* **This filing contains (check all applicable boxes):** - **ii (a)** Statement of financial condition. - E (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. - **ii (g)** Notes to consolidated financial statements. - **id** (h) Computation of net capital under 17 CFR 240.15c3-1 0r 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - **ii** Ol Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (kl 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 t o§ 240.15c3-3. - 0 (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) 0r 17 CFR 240.18a-4, as applicable. - **isl** (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, 0r 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - [ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - **ii** (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, 0r 17 CFR 240.18a-7, as applicable. - [ (r)Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **@** (s) Exemption report in accordance with 17 CFR 240.17a-5 0r 17 CFR 240.18a-7, as applicable. - D (t) Independent public accountant's report based on an examination of the statement of financial condition. - **!ii.I** (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, 0r 17 CFR 240.17a-12, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 0r 17 CFR 240.18a-7, as applicable. - id (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. - E (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - D (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). D (z) Other: \_ - - To *request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {2}------------------------------------------------ ## **MCP SECURITIES, LLC** ## **FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES** With Report of Independent Registered Public Accounting Firm For the Year Ended December 31, 2022 {3}------------------------------------------------ ## **TABLE OF CONTENTS** For the Year Ended December 3 1 , 2022 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | |-------------------------------------------------------------------------------|------| | FINANCIAL STATEMENTS | | | Statement of Financial Condition | 2 | | Statement of Income.
| 3 | | Statement of Changes in Member's Equity | 4 | | Statement of Cash Flows | 5 | | NOTES TO THE FINANCIAL STATEMENTS

. .


| 6-10 | | SUPPLEMENTAL SCHEDULES | | | Schedule I: Computation of Net Capital under Rule I 5c3- I of the Securities | | | and Exchange Commission. | 11 | | Schedule Ir: Computation of Determination of Reserve Requirements for Brokers | | | and Dealers Pursuant to Rule 15c3-3 under the Securities and | | | Exchange Commission | 12 | | Schedule III: Information Relating to the Possession or Control Requirements | | | under the Securities and Exchange Commission Rule I 5c3-3 | 1 3 | {4}------------------------------------------------ DAVID E. LUNDGREN, **MBA,** CPA TELEPHONE (913) 782-9530 **FACSIMILE** (913) **782-9564** #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of MCP Securities, LLC #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of MCP Securities, LLC as of December 3 1, 2022, the related statements of operations, changes in stockholder's equity, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of MCP Securities, LLC as of December 3 1, 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 MCP Securities, LLC's management. Our responsibility is to express an opinion on MCP Securities, 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 MCP Securities. LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAO8. 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** Schedules I, II and Ill have been subjected to audit procedures performed in conjunction with the audit of MCP Securities, LLC's financial statements. The supplemental information is the responsibility of MCP Securities, 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 CF.R.5240.17a-5. In our opinion, Schedules I, II and Ill are fairly stated, in all material respects, in relation to the financial statemen a whole. We have served as MCP Securities, LLC's auditor since 2022. Olathe, Kansas August 17, 2023 {5}------------------------------------------------ ## **STATEMENT OF FINANCIAL CONDITION** As of December 3 1 , 2022 | ASSETS | | |------------------------------------------------------------------------------------------|------------------------| | | \$ | | Cash
Accounts Receivable | 767,752
3 , 112,536 | | Due From Related Parties | 1,325 | | Prepaid Expenses | 74,815 | | Deposits | 76,597 | | Right of Use Asset | 187,612 | | Fixed Assets, net | 25,471 | | Intangible Assets | 5,833 | | TOT AL ASSETS | \$
4,251,941 | | LIABILITIES AND MEMBER'S EQUITY
LIABILITIES
Accounts Payable & Accrued Liabilities | \$
42,556 | | Lease Liability | 217,968 | | Unearned Revenue | \$
40,800 | | TOT AL LIABILITIES | 301,324 | | MEMBER'S EQUITY | \$
3,950,617 | | | | | TOT AL LIABILITIES AND MEMBER'S EQUITY | \$
4,251,941 | {6}------------------------------------------------ ## **STATEMENT OF INCOME** For the Year Ended December 3 1 , 2022 | REVENUES | | |-------------------------------------------------------|-----------------------------| | Investment Banking Fees | \$
88,158,653 | | Success Fees | 747,280 | | | 132,500 | | Retainers | | | PPP Loan Forgiveness | 235,086 | | Other Income
TOT AL REVENUES | \$
236,940
89,510,459 | | EXPENSES | | | | \$ | | Compensation & Benefits | 90,389,745 | | Professional Fees | 115 ,450 | | Regulatory Fees
Technology, Data, & Communications | 138,740 | | | 104,484 | | Travel & Entertainment | 78,848 | | Occupancy & Equipment | 257,776 | | Other Expenses
TOT AL EXPENSES | \$
140,648
91,225,691 | | | | | | | **NET INCOME** \$ **(1,715,232)** {7}------------------------------------------------ #### **STATEMENT OF CHANGES IN MEMBER'S EQUITY** For the Year Ended December 3 1 , 2022 | BALANCE AT DECEMBER 31, 2021 | \$
6,193,749 | |------------------------------|-----------------| | Capital Contributions | | | Distributions | (527,900) | | Net Income | (1,715,232) | | BALANCE AT DECEMBER 31, 2022 | \$
3,950,617 | {8}------------------------------------------------ ## **STATEMENT OF CASH FLOWS** For the Year Ended December 3 1 , 2022 | CASH FLOWS FROM OPERA TING ACTIVITIES | | | |--------------------------------------------------------------------------------------------------------------------------|----------|-----------------------------| | Net Income | \$ | ( 1,715,232) | | Adjustments to reconcile net income to net cash provided by operating activities | | | | Depreciation of Fixed Assets | | 12,808 | | Prepaid Expenses | | (21,420) | | Accounts Receivable | | 2,469,508 | | Deposits | | | | Right of Use Asset | | 234,907 | | Accounts Payable & Accrued Expenses | | (261,038) | | Lease Liability | | (266,545) | | PPP Loan | | (235,086) | | Unearned Revenue | | (9,200) | | Net Cash Provided by Operating Activities | \$ | 208,702 | | CASH FLOWS FROM INVESTING ACTIVITIES
CRD Deposit
Purchase of Fixed Assets
Net Cash Used in Investing Activities | \$
\$ | (191)
(3,622)
(3,813) | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES | | | | Distributions | \$ | (527,900) | | Net Cash Used in Financing Activities | \$ | (527,900) | | | | | | NET INCREASE IN CASH | | (323,011) | | CASH AT BEGINNING OF YEAR | | 1,090,763 | | CASH BALANCE AT DECEMBER 31, 2022 | \$ | 767,752 | {9}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS** For the Year Ended December 3 1 , 2022 ### **1. Organization and Nature of Business** MCP Securities, LLC (the Company) was organized as a Delaware Limited Liability Company in December 2009 and is a registered broker-dealer with the Securities and Exchange Commission (SEC) and member with the Financial Industry Regulatory Authority (FINRA). The Company is a wholly owned subsidiary of McCarvill Capital Partners, LLC (Parent). The Member purchased the Company in April 2016. The Company's primary purpose is to provide funding for private placement of securities. #### **2. Significant Accounting and Reporting Policies** #### **Basis of Presentation** The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (GAAP) as determined by the Financial Accounting Standards Board (F ASB) Accounting Standards Codification (ASC). The Company believes that the disclosures in these financial statements are adequate and not misleading. In the opinion of management, the financial statements contain all adjustments necessary for a fair presentation of the Company's financial position as of December 3 1 , 2022, and is not necessarily indicative of the results for any future period. #### **Use of Estimates** The preparation of financial statements in conformity 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts ofrevenue and expenses during the reporting period. Actual results could differ from those estimates. #### **Cash and Cash Equivalents** The Company maintains its cash in bank deposit account(s) which, at times, may exceed federally insured limits. The Company monitors the bank account(s) and does not expect to incur any losses from such account(s). The Company has defined cash and cash equivalents as highly liquid investments with original maturities of less than ninety days that are not held-for-sale in the ordinary course of business. The recorded value of such instruments approximates their fair value. At December 3 1 , 2022, the Company had no cash equivalents. #### **Current Expected Credit Losses** In June 2016, the FASB issued ASU No. 2016-13 (Topic 326) *Measurement of Credit losses on Financial Instruments,* which significantly changed the way entities recognize and record credit losses on financial instruments such as loans, loan commitments, and other financial assets. The CECL model requires measurement of expected credit losses for financial assets measured at amortized cost, net investments in leases, and off-balance sheet credit exposures based on historical experience, current conditions, and reasonable and supportable forecasts over the remaining contractual life of the financial assets. The Company's accounts receivable consist of trade receivables for the private placement of securities. The Company regularly reviews its accounts receivable for any bed debts. As such, the Company regularly reviews its accounts receivable for any debts based on analysis of the Company's collection experience, and customer worthiness. At December 31, 2022, the Company had \$2,892,756 in net receivables from executed contracts. {10}------------------------------------------------ ### **NOTES TO THE FINANCIAL STATEMENTS** For the Year Ended December 31, 2022 #### **2. Significant Accounting and Reporting Policies - Continued Revenue** The Company recognizes *Revenue from Contracts with Customers* in accordance with ("ASC Topic 606"). This revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the Company to follow a five step model to a) identify the contract with the customer, b) identify the performance obligations in the contract, c) determine the transaction price, d) allocate the transaction price to the performance obligations in the contract, and e) recognize revenue when (or as) the Company satisfies a performance obligation. In determining the transaction price, the Company may include variable consideration within the transaction price to the extent that it is probable that a significant reversal of revenue will not occur when the uncertainty is subsequently resolved. Services within the scope of ASC Topic 606 include private securities placement, investment banking, and merger and acquisition (M&A) services. Investment banking and M&A services include agreements to provide advisory services to customers for which they will charge the customer fees. The Company provides corporate finance and financial advisory services such as private placements of debt and equity, mergers, and acquisitions (M&A) (sell-side and buy-side), recapitalizations, accessing public debt and equity markets, valuations and fairness opinions, and business and strategic advice. Revenues from fees arising from private securities placement in which the Company acts as agent are recorded pursuant to the terms of the Company's agreements with the respective offering parties. Fees are recorded based upon the capital commitments obtained as of the closing for the respective placement when all performance obligations to the client have been completed. In certain engagements, clients are assessed nonrefundable retainer fees. These retainer fees are either up front payments paid solely in consideration of the engagement by the client or fees which are in relation to a defined period, which could range from a single payment to recurring payments for the duration of the contract. Such periods vary in length depending on the engagement, and the fees are apportioned over the period covered by the retainer fee and are considered earned when the performance obligations are satisfied. Nonrefundable retainer fees which are not linked to a specific period of time are recognized when all performance obligations are satisfied. The Company has evaluated its nonrefundable retainer payments to ensure the fees relate to a transfer of a good or service, as a direct distinct performance obligation in exchange for the retainer. Success fees are owed to the Company on the closing of a M&A transaction, fairness opinion or similar transaction. The amount of the fee is stipulated in the Company's engagement contract with the client and is generally calculated as a percentage of the size of the relevant transaction or as a fixed fee. Success fees are recognized when the relevant investment banking transaction is closed. At December 31, 2022, there was \$0 outstanding Success Fees. {11}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS** For the Year Ended December 3 1, 2022 #### **2. Significant Accounting and Reporting Policies - Continued** #### **Income Taxes** The Company is a single member limited liability company that is treated as a disregarded entity for income tax purposes as all income or loss flows through to the Parent. Therefore, no income tax expense or liability is recorded in the accompanying financial statements. The Company follows the F ASB Accounting Standards Codification (ASC) 740-10, Accounting for the Uncertainty in Income Taxes. Under FASB ASC 740-10, the Company is required to evaluate each of its tax positions to determine if they are "more likely than not" of being sustained "when challenged" or "when examined" by the applicable taxing authority. Tax positions not deemed to meet the "more likely than not" threshold would be recorded as a tax expense and liability in 2022. A tax position includes any entity's status, including its status as a pass-through entity, and the decision to not file a tax return. Management has evaluated the Company's tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance as of December 3 1 , 2022. The Company is not currently under audit by any tax jurisdiction. #### **PPP Loan** In 2020, the Company borrowed \$180,300 under the Paycheck Protection Program (PPP) established by the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The Company used the entirety of the proceeds of this loan to pay expenses covered by the PPP as of December 31, 2020. The loan of \$180,300 was forgiven in full on March 4, 2021. In 2021, the Company borrowed an additional \$235,086 under the CARES Act through a second loan offered by the PPP. The loan of \$235,086 was forgiven in full on March 16,2022. #### **3. Fixed Assets, net** Fixed assets are recorded at cost less accumulated depreciation and amortization. Useful life of the website is three (3) years, computer & equipment is five (5) years, and the furniture is seven (7) years. Additions, improvements, renewals, and expenditures that add materially to productive capacity or extend the life of an asset are capitalized. Maintenance and repairs are charged to expense as incurred. Upon retirement or disposal of an asset, the asset and related accumulated depreciation or amortization are eliminated. Any gain or loss on such transactions is charged to operations. The provision for depreciation and amortization is computed on the straight line method over the estimated useful life of each depreciable asset. {12}------------------------------------------------ # **NOTES TO THE FINANCIAL STATEMENTS** For the Year Ended December 3 1 , 2022 ### **3. Fixed Assets, net - Continued** | Computer & Equipment
\$
Furniture
Total Fixed Assets
Accumulated Depreciation
Total Fixed Assets
\$
A summary of Intangible Assets at December 3 1
, 2022, is as fol lows:
Website
\$
Accumulated Amortization
Total Intangible Assets
\$ | A summary of Fixed Assets at December 31, 2022, is as follows: | | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|------------| | | | 41,273 | | | | 22,353 | | | | 63,626 | | | | (38,155) | | | | 25,471 | | | | | | | | 8,750 | | | | (2,917.00) | | | | 5,833 | Depreciation and amortization expense for 2022 was \$12,808. ### **4. Net Capital Requirements** The Company is subject to the SEC's Uniform Net Capital Rule (SEC Rule 15c3-1) of the Securities Exchange Act of 1934 which requires maintenance of minimum net capital. Under the Rule, the Company is required to maintain minimum net capital, as defined, equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness. The ratio of aggregated indebtedness to net capital cannot exceed 1500% or 15: I. At December 3 1 , 2022, the Company had net capital of \$654,040 which was \$648,483 in excess of its required net capital of \$5,557. The ratio of aggregate indebtedness to net capital was 12.74%. #### **5. Operating Lease Obligations** The Company is required to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms greater than twelve months. All such leases are to be classified as either finance or operating. The Company has obligations as a lessee for office space with initial noncancelable terms in excess of one year. This lease is classified as an operating lease. 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 termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contract include fixed payments plus, for the Company's lease, variable payments. The Company's office space lease requires 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 liability and are recognized as variable costs when incurred. {13}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS** For the Year Ended December 3 1 , 2022 ## **5. Operating Lease Obligations - Continued** During the period of January 2021 through May 2021, the lessor granted the Company payment deferral of \$5,358 per month. This was paid back during the period of January 2022 through May 2022 in the amount of \$5,358 per month. Amounts reported on the Balance Sheet as of December 3 1 , 2022 were as follows: Operating Lease - Right of Use Asset \$ 187,612 Operating Lease - Lease Liability \$ 217,968 Rent paid under this lease agreement was \$257,776 for the year ended December 3 1 , 2022. Future minimum rental payments under the office lease are as follows: | Total
\$ | 200,320 | |-------------|---------| | | 200,320 | ### **6. Subordinated Liabilities** The Company had no liabilities subordinated to the claims of general creditors as of the beginning of 2022, end of 2022, and during 2022. ### **7. Commitments and Contingencies** The Company does not have any commitments or contingencies including arbitration or other litigation claims that may result in a loss or a future obligation. ### **8. Subsequent Events** Management has evaluated all events or transactions that occurred after December 3 1 , 2022, through the date of the issued financial statements. In June 2023, the FINOP became aware of two items: I) The PPP loan was forgiven in full in March 2022. This is now reflected on the financials, and 2) a deal closed in September 2022 with total revenue (retainers, reimbursed expenses, and success) totalling \$220,000. This is reflected on the financials. Upon learning of these two items, the FINOP resubmitted to the audit to the PCAOB auditor for restatement. {14}------------------------------------------------ # **SCHEDULE** I **Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commissions** As of December 3 1 , 2022 | COMPUTATION OF NET CAPITAL | | |---------------------------------------------------------------------------------------------------------|----------------------| | TOTAL MEMBER'S EQUITY | \$
3,950,617 | | ADJUSTED NET WORTH | 3,950,617 | | LESS: | | | Non-Allowable Assets | | | Fixed Assets, net | (31,304) | | Prepaid Expenses | (74,815) | | Deposits | (76,597) | | Accounts Receivable | ( 3
,
113,861) | | Total Non-Allowable Assets | (3,296,577) | | TENTATIVE NET CAPITAL | \$
654,040 | | HAIRCUTS ON SECURITIES | | | NET CAPITAL | \$
654,040 | | Minimum dollar net capital requirement ofreporting broker dealer
(greater of\$5,000 or 6-2/3% of Al) | 5,557 | | EXCESS NET CAPITAL | \$
648,483 | | TOT AL AGGREGATE INDEBTEDNESS | 83,356 | | MINIMUM NET CAPITAL BASED ON Al | 5,557 | | PERCENT AGE OF NET CAPITAL TO Al | 12.74% | There are no material differences between net capital in Part IIA of Form X-17A-5 and net capital above. See accompanying report of independent registered public accounting firm. {15}------------------------------------------------ # **SCHEDULE** II ## **Computation for Determination of Reserve Requirements for Brokers and Dealers Pursuant to Rule 15c3- 3 under the Securities and Exchange Act of 1934** For the Year Ended December 3 1 , 2022 The Company is not required to file the above schedule as it is exempt from SEC Rule I 5c3-3 under paragraph (k)(2)(i) of the rule and does not hold customers' monies or securities. See accompanying report of independent registered public accounting firm. {16}------------------------------------------------ # **SCHEDULE** III **Information Relating to the Possession or Control Requirements under the Securities and Exchange Commission Rule 15c3-3** For the Year Ended December 31, 2022 The Company is not required to file the above schedule as it is exempt from SEC Rule 15c3-3 under paragraph (k)(2)(i) of the rule and does not hold customers' monies or securities. {17}------------------------------------------------ **DAVID B.** LUNDGREN, MBA, CPA TELEPHONE (913) 7829530 FACSIMILE (913) **782-9564** #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ) To the Board of Directors and Members of MCP Securities 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) MCP Securities LLC (the Company) did not claim an exemption under paragraph (k) of 17 C.F.R. 5240.15c3-3, 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 capital raising services. 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 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 Rule 15c3-3) throughout the most recent fiscal year without exception. **MCP** Securities 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 MCP Securities 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. \$ 240.17a-5, and related SEC Staff Frequently Asked Questions. *?±gs/<* March 27, 2023 {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) ### **MCP Securities LLC Exemption Report** **MCP Securities LLC** (the "Company') is a registered broker-dealer subject to Rule I7a-5 promulgated by the Securities and Exchange Commission I7 CF.R. 8240.1 7a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 1 7 C,F,R §240.17a-5(d)(1) and (4). To the best of its knowledge and belief. the Company states the following: - () 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 private placements of securities (excluding EB-5 and Regulation A+) 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) ofRule I5c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. I, James J. McCarvill, Jr., swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. **3/27/23** **777 Third Avenue, 25 Floor, New York, NY 10017** **Securities offered through MCP Securities, LLC Member FINRA/SIPC** {19}------------------------------------------------ | | sIPC-7 | SECURITIES INVESTOR PROTECTION CORPORATION
Mail Code: 8967 P.0. 30x 7247 Philadelphia, PA 19170-0001 | | | SIPC-7 | |--------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------| | | (36-REV 12/18) | | General Assessment Reconciliation | | | | | 1. Name ot Member, address, Designated Examining Authority, 1934 Act registration no. and month in which fiscal year ends tor | iRead carefully the instructions in your Working Copy before completing this Form
TO BE FILED BY ALL SIPC MEMBERS WITH FISCAL YEAR ENDINGS | Fr me heat rear en%. 12/31/2022 | | (36-REV 12/18) | | | purposes ot the audit requirement of SEC Rule 17a-5:
[SEC 8-68473
MCP Securities, LLC
777 Third Ave, 25th Floor
New York, New York 10017
L | FINRA | December
_J | I
Note: It any of the intormnation shown on the
any corrections to form@sipc.org and so
indicate on tne form filed.
Name and telephone number of person to
contact respecting this form.
Angela Hajek 678-679-8640 | mailing label requires correction, please e-mail | | | 2. A. General Assessment {(item 2e from page 2) | | | | ·133,583 | | | B. Less payment made with SIPC-6 filed (exclude interest)
8/11/2022
Date Pai | | | 97,636 | | | | C. Less prior overpayment applied | | | ( | 35,947 | | E. | D. Assessment balance due or (overpayment)
Interest computed on late payment {see instruction E) t | | or_days at 20% per annum | | _ | | F. | Total assessment balance and interest due (or overpayment carried forward)
✓ the bo.x
G. PAYMENT:
Q
check matte@ to P.0. Bo["]runs wired]
Tota] (must be same as F above)
H. Overpayment carried forward
3. Subsidiaries (S) and predecessors (P) included in this form (give name and 1934 Act registration number): | □ | q
AC'
J35,947
\$( | ,35,947
'
_ | | | | The SIPC member submitting this form and the
person by whom it is executed represent thereby
that all information contained herein is true, correct
and complete.
oats el? day arJanuary | % 23 | MCP Securities, LLC
CEO | | | | ~
{ Dates
E
AA.
cr
c. | This form and the assessment payment is due 60 days after the end of the fiscal year. Retain the Working Copy ot this form
for a period of not less than 6 years, the latest 2 years in an easily accessible place.
Postaad
Calculations
e Exceptions: | Received | Reviewed
Documentation | (ale) | Forward Copy • | | | Disposition of exceptions: | | 1 | | | {20}------------------------------------------------ # **DETERMINATION OF "SIPC NET OPERATING REVENUES" AND GENERAL ASSESSMENT** Amounts tor the fiscal period beginning 2 | Item No.
2a. Total revenue (FOCUS Line 12Pant IlA Line 9, Gode 4030) | Eliminate cents | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------| | | s89,055,593 | | | | | 2b. Aiti0ns:
(1) Total revenues from the securities business of subsidiaries (except foreign subsidiaries) and
predecessors not included above. | | | (2} Net loss from principal transactions in securities in trading accounts. | | | (3) Net loss irom principal transactions in commodities in trading accounts. | | | (4} Interest and dividend expense deducted in determining item 2a. | | | (5} Net loss tom management of or participation in the underwriting ar distribution at securities. | | | (6) Expenses other than advertising. printing, registration tees and legal tees deducted in determining net
profit from management ol or participation in underwriting or distribution of securities. | | | (7} Net loss from securities in investment accounts. | | | Total additions | | | 2c. Deductions
(1) Revenues from the distribution of shares of a registered open end investment company or unit
investment trust, rom the sale of variable annuities, from Ie business o! insurance, from investment
advisory services rendered to registered investment companies or insurance company separate
accounts, and from transactions in security futures products. | | | (2) Revenues rom commodity transactions. | | | (3) Commissions, 'loot brokerage and clearance paid to other SIP members in connection with
securities transactions. | | | (4) Reimbursements tor postage in connection with proxy sol
icitation. | | | (5} Net gain from securities in investment accounts. | | | (6) 100% 0i commissions and markups earned t:om transactions in (ij certificates ot deposit and
(ii) Treasury bills, bankers acceptances or commercial paper that mature nine months or less
from issuance date. | | | (7) Direct expenses o! printing advertising and legal tees incurred in connection with other revenue
related to the securities business (revenue defined by Section 16(9)(L) of the Act} | | | (8} Other revenue not related either directly or indirectly to the secunities business.
(See Instruction C): | | | {Deductions in excess 0f \$100,000 require documentation) | | | (9) {i) Total interest and dividend expense (FOCUS Line 22/PART IA Line 13,
Code 4075 plus line 2b(4) above) but not in excess | | | 0[ [pal nteres! an dividend inpome,
b_ | | | (ii) 40% 0! margin interest earned on customers securities
accounts (40% pf FOCUS line 5, Code 3960).
b_ | | | Enter the greater of line (i) o: (ii) | | | Total eductions | | | 2. SIPC Net Operating Revenues | 89,055,593 | | 2e. General Assessment @ .0015 | ,133,583
(to page 1, line 2.A. | Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.