# SUNDIAL GROUP, LLC X-17A-5 (2019-03-01) — Broker-dealer annual report - Company: SUNDIAL GROUP, LLC - Form: X-17A-5 - Filed: 2019-03-01 - Period: 2018-12-31 - Accession: 0001523499-19-000001 - CIK: 1523499 - File #: 8-68894 - Material weakness: No - Auditor: Salberg & Company, P.A. - Auditor location: Boca Raton, FL - Contact: Kristy Johnson - Phone: 2813670380 - Signed by: William Britton (President) Original filing: https://www.sec.gov/Archives/edgar/data/1523499/000152349919000001/sundial.pdf --- {0}------------------------------------------------ ### SUNDIAL GROUP, LLC ### FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES ### FOR THE YEAR ENDED DECEMBER 31, 2018 {1}------------------------------------------------ # **SUNDIAL GROUP, LLC FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 2018** ### CONTENTS | Facing page to Form X-17A-S | 2A | |-------------------------------------------------------------------------------------------------------------------|------| | Affirmation | 2B | | Report of Independent Registered Public Accounting Firm | 3 | | FINANCIAL STATEMENTS: | | | Statement of Financial Condition | 5 | | Statement of Operations | 6 | | Statement of Changes in Member's Equity | 7 | | Statement of Cash Flows | 8 | | Notes to Financial Statements | 9-13 | | SUPPLEMENTARY SCHEDULES: | | | Schedule 1-
Computation of net capital pursuant to Rule 15c3-1
of the Securities Exchange Act of 1934 | 15 | | Supplementary Note-
Supplemental information Pursuant to Rule 17-a-5
of the Securities Exchange Act of 1934 | 16 | | Report of Independent Registered Public Accounting Firm
on Rule 15c3-3 Exemption Report | 17 | | Rule 15c3-3 Exemption Report | 18 | {2}------------------------------------------------ UNITED STATES SECURITIESANDEXCHANGE COMMISSION Washington, D.C. 20549 # **ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill** | Expires: | August 31,2020 | |----------|--------------------------| | | Estimated average burden | | | hours er res onse 12.00 | | | SEC FILE NUMBER | | | | B-68894 OMS APPROVAL OMB Number: 3235-Q123 FACING PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of tbe Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | REPORT FOR THE PERIOD BEGINNING 01/01/2018 | | | AND ENDING 12/31/2018
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MM/DDIYY | | |-------------------------------------------------------------------------------------------|-------------------------------------------------------|---------|-------------------------------------------------------------|--| | | MMIDDIYY | | | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME oF BROKER-DEALER: Sundial Group, LLC | | | OFFICIAL USE ONLY | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM 1.0. NO. | | | 200 South Andrews Avenue, Suite 602 | | | | | | | (No. and Street) | | | | | Ft. Lauderdale | Florida | | 33301 | | | (City) | (State) | | (Zip Code) | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
Kristy Johnson | | | (281) 367-o380 | | | | | | (Area Code -Telephone Number) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | | Salberg & Company, P.A. | | | | | | | (Name- if individual, state las/, first, middle name) | | | | | 2295 N.W. Corporate Blvd., Suite 240 Boca Raton | | Florida | 33431-7328 | | | (Address) | (City) | (State) | (Zip Code) | | | CHECK ONE: | | | | | | Certified Public Accountant | | | | | | §
Public Accountant | | | | | | Accountant not resident in United States or any of its possessions. | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | *\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240.17a-5(e)(2)* > Potential 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 OMB control number. SEC 1410 (06-02) {3}------------------------------------------------ ### OATH OR AFFIRMATION I, Wl!li~~ Britton \_ \_ \_\_\_ \_\_\_ \_\_ \_ \_\_\_\_\_\_\_\_\_\_\_ .. ,swear (or affmn) that, to the best of my knowledge and belief the accompanying financial statement and supporting schedules p~ning to the fmn of Sundial Group, LLC -------- , as - of ~~~!\_ \_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_. 20~- -----· are true and correct. I further swear (or affirm) that neither the company nor any partner, proprietor. principal officer or director has any proprietary interest in any account clas!i.ified solely as that of a customer, except as follows: .--------------- " MA JORIE-CHAN&-+I', -------k--7''-'-A ~~ - *t* · -: MVCOMMISStOtUFF~19 · , /~ *,\_P1 - : :\_L. -* '---=:,;>--' -- 1\_ L L ~ li. . -~ \_:/?' ~ EXPIRES March 06. 2019 - Signature ~~~~;·~~ =.. ·»-.--- 4-dW-- --- ~~---- President - -------------- Title - This report •• contains (check all applicable boxes): - 0 (a) Facing Page. - (b) Statement of Financial Condition. - (c) Statement of Income (Loss}. - (d) Statement of Changes in Financial Condition. - (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital. - (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors. - (g) Computation of Net Capital. - (h) Computation for Determination of Reserve Requir~ment5 Pursuant to Rule 15c3-3. - (i} Information Relating *to* the Possession or Control Requirements Under Rule 15c3-3. - G) A Reconciliation, including appropriate explanation of the Computation ofNet Capital Under Rule 1 Sc3-1 and the Computation for Determination ()f the Reserve Requireme!)ts Under Exhibit A of Rule 1Sc3-3. - (l<} A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of consolidation. - 1 (1) An Oath or Afftrmation • - ., (m) A copy of the SIPC Supplemental Report. (n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. *••For conditions of confidential treatment of certain portio713 of this filing, see section 240.17a-5(e)(3).* {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) SALBERG & COMPANY, P.A. Certified Public Accountants and Consultants # Report of Independent Registered Public Accounting Firm To the Member of: Sundial Group, LLC # Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Sundial Group, LLC (the "Company") as ofDecember 31,2018, the related statement 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 financial position of the Company as of December 31, 2018 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 the Company's management. Our responsibility is to express an opinion on the Company'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 the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards ofthe 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 ofthe financial statements. We believe that our audit provides a reasonable basis for our opinion. > 2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431 Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920 www.salbergco.com • info@salbergco.com *Member National Auodation* of *Certified Valuation Ana/ystJ"* • *Regtj·tered with the PC40B Member CPAConned with Affiliated Ojfias lf/orldwide* • *Member Center for Publi.- Compa?IJ' Audit FirnlJ"* {5}------------------------------------------------ ### **Supplemental Information** The information contained in Schedule I and Supplementary Note has been subjected to audit procedures performed in conjunction with the audit ofthe Company's financial statements. The supplemental information is the responsibility of the Company'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 Rule l7a-5 of the Securities Exchange Act of 1934. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. ~L17\_.J>.A. SALBERG & COMPANY, P.A. We have served as the Company's auditor since 2012. Boca Raton, Florida February 28, 2019 {6}------------------------------------------------ # SUNDIAL GROUP, LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2018 #### Assets | Cash | \$
78,901 | |----------------------------------------|---------------| | Prepaid expenses | 9,644 | | Total Current assets | 88,545 | | Non-marketable securities | 50,000 | | Total Assets | \$
138,545 | | Liabilities and Member's Equity | | | Accounts payable | \$
5,452 | | Payable to related party affiliate | 21,000 | | Total Liabilities | 26,452 | | Commitments and contingencies (Note 4) | | | Member's equity | 112,093 | | Total Liabilities and Member's Equity | \$
138,545 | {7}------------------------------------------------ ## **SUNDIAL GROUP, LLC STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2018** | Revenue- Investment banking fees | \$
6,764,038 | |----------------------------------------|-----------------| | Expenses | | | Rent Expense-
related party | 6,000 | | Referral Fee | 152,000 | | Professional fees | 55,860 | | Regulatory fees | 22,209 | | Registered representative compensation | 752,287 | | Travel | 5,050 | | Other expenses | 6,142 | | Total expenses | 999,548 | | Net Income | \$
5,764,490 | {8}------------------------------------------------ ## SUNDIAL GROUP, LLC STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2018 | Member's equity, beginning of year | \$
300,603 | |------------------------------------|---------------| | Member contributions | 27,750 | | Member distributions | {5,980, 750) | | Net Income 2018 | 5,764,490 | | Member's equity, end of year | \$
112,093 | {9}------------------------------------------------ # SUNDIAL GROUP, LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2018 | Cash flows from operating activities | | |---------------------------------------------------|----------------------------------| | Net Income | \$
5,764,490 | | Changes in operating assets and liabilities: | | | Prepaid Expenses | (1,010) | | Securities received as payment for services | (50,000) | | Accounts Payable | 1,352 | | Due to related party | 26,550 | | | | | Net cash provided by operating activities | 5,741,382 | | | | | Net cash used in financing activities | | | Member distributions | (5,980,750) | | | | | Net cash used in financing activities | (5,980,750) | | | | | Net decrease in cash | (239,368) | | | | | Cash, beginning of year | 318,269 | | | | | Cash, end of year | \$
78,901
================ | | | | | | | | | | | | | | Supplemental disclosure of cash flow information: | | | | | | Interest paid in 2018 | | |-----------------------|--| | Taxes paid in 2018 | | | Non-cash investing and financing activities | | |---------------------------------------------|--| |---------------------------------------------|--| | Contributed capital- | related party loan forgiveness | \$27.750 | |----------------------|--------------------------------|----------| |----------------------|--------------------------------|----------| {10}------------------------------------------------ #### NOTE 1- NATURE OF OPERATIONS AND BASIS OF PRESENTATION ### Organization Sundial Group, LLC (the "Company", "we", "us", "our"), incorporated in 2011 in Florida, is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company's primary business is to assist clients with merger and acquisitions ("M&A"), including acting as a placement agent and finder to assist businesses with the sale of assets, stock or partnership interests; acting as an advisor to businesses looking to pursue acquisitions and/or mergers. The Company does not carry security accounts for customers or perform custodial functions relating to customers' securities. ### Basis of Presentation The accompanying financial statements have been prepared pursuant to Rule 17a-5 of the Securities Exchange Act of 1934. The classification and reporting of items appearing on the financial statements are consistent with that rule. #### NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ### Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. ### Cash and Cash Equivalents: The Company considers all highly liquid investments with maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents consist primarily of cash and money market funds held at banks and other financial institutions. ### Investment Banking Fees Receivable: Due to the nature of the Company's business, Investment Banking fees receivable are usually collected within a matter of days as they are typically paid upon closing of a transaction. ### Revenue Recognition: On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("Topic 606") using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. {11}------------------------------------------------ #### NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) There was no cumulative effect to member's equity as of January 1, 2018, or to revenue for the year ended December 31, 2018, after adopting Topic 606, as revenue recognition and timing of revenue did not change as a result of implementing Topic 606. ### Practical Expedients: The following practical expedient available under the modified retrospective method was applied upon adoption of ASC 606: 1. We applied the practical expedient outlined under ASC 606-10-65-1 (h), and did not restate contracts that were completed contracts as of the date of initial application, i.e. January 1, 2018. ### Performance Obligations: Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring promised goods or services to customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for those promised goods or services which is the transaction price. Investment banking revenues include fees ("the transaction price") earned from providing merger-and-acquisition and financial advisory services on closed transactions. Investment banking fees are recorded on the closing date of the third party transaction if the fees are reasonably determinable and collection is probable. This is the date the performance obligation is considered satisfied. The Company may receive consideration in the form of securities. Securities received as consideration are often earned at a point in time when the specified event occurs and the securities are issued to us. Therefore, we measure and recognize these securities received at fair value on the date of receipt. If securities are received in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the services are completed. Disaggregation of revenues by payment type equal cash of \$6,714,038 and non cash compensation of \$50,000. ### Income Taxes: As a limited liability company, the Company's taxable income or loss is allocated to members in accordance with their respective percentage of ownership. Therefore, no provision or liability for income taxes has been included in the financial statements. Management has evaluated the Company's tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to or disclosures in the financial statements. As of December 31, 2018, tax years since 2015 remain open {12}------------------------------------------------ ### NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years. ### Fair Value of Financial Instruments and Fair Value Measurements: The carrying amounts of the Company's financial assets, including cash, commission's receivable and of certain financial liabilities including accounts payable, accrued compensation and due to related party, approximate fair value because of their short maturities. Fair value is defined as the price that the Company would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent counter-party in the principal market or in the absence of a principal market, the most advantageous market for the investment or liability. A three-tier hierarchy distinguishes between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs); and establishes a classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Company's investments. The inputs are summarized in the three broad levels listed below. - **Levell** quoted prices in active markets for identical investments - **Level 2** other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.) - **Level** 3 significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments) The following table summarizes the valuation of the Company's financial instruments by ASC 820-10 pricing levels as of December 31,2018: | | Quoted Prices in
Active Markets for
Identical Assets
(Level1) | | Other
Observable
Inputs (Level 2) | | Unobservable
Inputs
(Level3) | | Fair Value at
December 31, 2018 | | |------------------------------|------------------------------------------------------------------------|--|-----------------------------------------|--|------------------------------------|--------|------------------------------------|--------| | Non-marketable
Securities | \$ | | \$ | | \$ | 50,000 | \$ | 50,000 | | Total | \$ | | \$ | | \$ | 50,000 | \$ | 50,000 | There were no transfers between levels during the year ended December 31, 2018 \_ {13}------------------------------------------------ #### NOTE 3- CONCENTRATIONS The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2018. As of December 31, 2018, there was no cash held in a corporate checking account that was not insured. The Company's revenue stream in 2018 consisted entirely of investment banking fees. The Company closed a total of 6 transactions in fiscal 2018. #### NOTE 4- COMMITMENTS AND CONTINGINCIES Lease: The Company leases office facilities under a sublease agreement with a related party affiliated entity. As of December 31, 2018, the Company is renting on a month to month basis. Rent expense for the year ended December 31, 2018 was \$6,000. (Note 5) Legal Matters: From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, 2018, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. There are no proceedings in which any of our management, board members or affiliates, is an adverse party or has a material interest adverse to our interest. #### NOTE 5- RELATED PARTY TRANSACTIONS The Company entered into a sublease agreement with Cross Keys Capital, LlC, an affiliated entity, commencing April 1, 2015. The agreement expired August 31, 2016, and is now as a month to month. Under the agreement, the Company pays for basic rent and services including telephone, internet, and utilities. Due to related party affiliate in the accompanying statement of financial condition represents amounts due under this sublease agreement. As of December 31, 2018, amounts due to related party is \$21,000. Rent expense under the agreement was \$6,000 for the year ended December 31, 2018. Included in other expenses in the statement of operations are additional related party expenses under the agreement of \$1,200 for the year ended December 31, 2018. Included in compensation is \$15,000 that has been allocated to the Company for wages for services provided to the company by an employee who is paid by the affiliated entity company for the year ended December 31, 2018. {14}------------------------------------------------ ### NOTE 5 -RELATED PARTY TRANSACTIONS (Continued) Cross Keys Capital forgave \$27,750 due under the above-mentioned agreement. The forgiven amount is reflected as contributed capital in the accompanying financial statements due to the related party nature. Distributions to the sole Member in 2018 totaled \$5,980,750. #### NOTE 6- NET CAPITAL REQUIREMENT The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum regulatory net capital, and requires that the ratio of aggregate indebtedness to regulatory net capital, both as defined, shall not exceed 15 to 1. At December 31, 2018, the Company had net capital of \$52,449, which exceeded its requirement of \$5,000 by \$47,449. The ratio of aggregate indebtedness to net capital was 0.5 to 1. #### NOTE 7- SUBSEQUENT EVENTS In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through February 28, 2019, the date the financial statements were available to be issued. {15}------------------------------------------------ ### SUNDIAL GROUP, LLC ### SUPPLEMENTARY SCHEDULES {16}------------------------------------------------ ## **SUNDIAL GROUP, LLC SCHEDULE 1 COMPUTATION OF NET CAPITAL PURSUANT TO RULE 15c3-1 OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 31,2018** ### **Net capital:** | Member equity | | \$112,093 | |--------------------------------------------------------------------------------------------------------------------------------|-----------------|---------------------| | Deductions and/or charges:
Nonallowable assets: | | | | Non-marketable securities
Prepaid expenses
Total nonallowable assets | 50,000
9,644 | (59,644) | | Net capital before haircuts on securities positions: | | 52,449 | | Haircuts on securities positions
Total haircuts | | Q
0 | | Net capital
Computation of basic net capital requirement:
The greater of \$5,000 or 6 2/3% of aggregate
Indebtedness. | | \$52,449
\$5,000 | | Excess net capital | | \$47,449 | | Aggregate indebtedness: | | | | Accounts payable and payable to affiliate | | \$26,452 | | Total aggregate indebtedness: | | \$26,452 | | Ratio: Aggregate indebtedness to net capital | | 0.5 to 1 | Reconciliation between the computation of net capital and the corresponding unaudited FOCUS Report part IIA. | Net capital per unaudited Focus | \$62,251 | |------------------------------------------|----------| | Audit Adjustments effecting net capital: | (9,802) | | Net capital per audited schedule | \$52,449 | {17}------------------------------------------------ # **SUNDIAL GROUP, LLC SUPPLEMENTARY NOTE SUPPLEMENTAL INFORMATION PURSUANT TO RULE 17a-5 OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 31, 2018** Sundial Group, LLC is exempt from SEC Rule 15c3-3 under paragraph (k)(2)(i) of the rule, as no customer funds or securities are held. Therefore, the following reports are not presented: - 1. Computation for Determination of Reserve Requirement under Rule 15c3-3 of the Securities and Exchange Commission. - 2. Information Relating to the Possession or Control Requirements under Rule 15c3-3 of the Securities and Exchange Commission. {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) ## **Report of Independent Registered Public Accounting Firm** We have reviewed management's statements, included in the accompanying *Exemption Report,* in which (I) Sundial Group, LLC identified the following provisions of 17 C.P.R. § 15c3-3(k) under which Sundial Group, LLC claimed an exemption from 17 C.F .R. § 240.15c3-3: (k)(2)(i) (the "exemption provisions") and (2) Sundial Group, LLC stated that Sundial Group, LLC met the identified exemption provisions throughout the most recent fiscal year without exception. Sundial Group, 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 Sundial Group, 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 on the provisions set forth in paragraph (k)(2)(i) of Rule 15c3-3 under the Securities Exchange Act of 1934. A L-·r:t--~.A. SALBERG & COMPANY, P.A. Boca Raton, Florida February 28, 2019 2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328 Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920 www.salbergco.com • info@salbergco.com *Member National* Association *of Certified Valuation Analysts* • *Registered* with *the PCAOB Member* CPAConnect with *Affiliated Offices Worldwide* • *Member AI* CPA *Center for Audit Quality* {19}------------------------------------------------ # **Sundial Group's Exemption Report** Sundial Group, LLC (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.R. § 240.17a-S(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - 1. Sundial Group, LLC claimed an exemption 17 C.F.R. § 240.1Sc3-3 under the following provisions of 17 C.F.R. § 240.1Sc3-3 (k)(2)(i) for the fiscal year ended December *31,* 2018. - 2. Sundial Group, LLC met the identified exemption provisions in 17 C.F.R. § 240.1Sc3- 3(k)(2)(i) throughout the most recent fiscal year of January 1, 2018 to December 31, 2018, without exception. Sundial Group, LLC I, Bill Britton, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. Title February *28,* 2019 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.