# KSG ADVISORS, LLC X-17A-5 (2024-02-27) — Broker-dealer annual report - Company: KSG ADVISORS, LLC - Form: X-17A-5 - Filed: 2024-02-27 - Period: 2023-12-31 - Accession: 0001532332-24-000002 - CIK: 1532332 - File #: 8-68979 - Type: Broker-dealer - Material weakness: No - Auditor: YSL & Associates LLC - Auditor location: New York, NY - Contact: Mara Johnston - Phone: 516-231-4652 - Signed by: Mara Johnston (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1532332/000153233224000002/public.pdf --- {0}------------------------------------------------ ## KSG ADVISORS, LLC (FORMERLY KNOWN AS STAR AMERICA CAPITAL ADVISORS, LLC) FINANCIAL STATEMENT AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DECEMBER 31, 2023 {1}------------------------------------------------ # **KSG ADVISORS, LLC (FORMERLY KNOWN AS STAR AMERICA CAPITAL ADVISORS, LLC) CONTENTS** | Report oflndependent Registered Public Accounting Firm | 1 | |--------------------------------------------------------|---| | Financial Statements: | | | Statement of Financial Condition 2 | | | Notes to Financial Statements 3-6 | | {2}------------------------------------------------ ![](_page_2_Picture_0.jpeg) 11 Broadway, Suite 700, New York, NY 10004 Tel: (212) 232-0122 Fax: (646) 218-4682 ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of KSG Advisors, LLC ### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of KSG Advisors, LLC (the "Company") as of December 31, 2023, and the related notes (collectively refened to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2023 in confonnity with accounting principles generally accepted in the United States of America. ### **Basis for Opinion** This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting fum 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 secUiities laws and the applicable mles and regulations of the Securities and Exchange Commission and the PCAOB. We conducted om audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assmance about whether the financial statement is free of material misstatement, whether due to enor or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to enor or fraud, and performing procedmes that respond to those risks. Such procedmes included examining, on a test basis, evidence regarding the amounts and disclosmes 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 om opinion. We have served as KSG Advisors, LLC's auditor since 2021. NewYork, NY Febmaiy 22, 2024 {3}------------------------------------------------ # **KSG ADVISORS, LLC (FORMERLY KNOWN AS STAR AMERICA CAPITAL ADVISORS, LLC)** ## **STATEMENT OF FINANCIAL CONDITION** ## **DECEMBER 31, 2023** ## **ASSETS** | Cash
Due from parent company
Prepaid expenses | \$
72,094
60,000
2,012 | |-----------------------------------------------------|---------------------------------| | Total Assets | \$
134,106 | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilities
Accounts payable and accmed expenses | \$
4,072 | | Total Liabilities | 4,072 | | Member's equity | 130,034 | | Total Liabilities and Member's Equity | \$
134,106 | The accompanying notes are an integral pa11 of these financial statements. {4}------------------------------------------------ ## **1. ORGANIZATION AND NATURE OF BUSINESS** KSG Advisors, LLC (the "Company") (Fo1merly known as Star America Capital Advisors, LLC) was organized as a Limited Liability Company on September 23, 2011, in the state of New York and was a wholly owned subsidia1y of Cardinal Group Holdings, LLC (FKA Star Ame1i ca Group Holdings, LLC), ("CGH"). On December 14, 2021, CGH sold its interest in the Company to Keystone Global Holdings, LLC (the "Parent") and the Company became a wholly owned subsidiaiy of the Parent. The company is a registered broker-dealer with the Securities and Exchange Commission (SEC). The Company was granted membership in the Financial Industly Regulatory Authority ("FINRA") on April 9, 2012, the Central Registi·ation Depository ("CRD") membership effective date. The Company earns fees from advisory se1v ices including merger and acquisitions, restlu cturings, valuations, and capital raising services for clients. The Company is a member of the Financial Industly Regulatory Authority (FINRA) and the Secmities Investor Protection Corp ("SIPC"). The Company's members ai·e committed to provide required working capital to the Company in the future to sustain cunent operations and ensure the Company is in compliance with the minimum net capital requirements. ### Recent Issued Accounting Pronouncements The Company does not believe that the adoption of any recently issued, but not yet effective, accounting standai·ds will have a material effect on its financial position and results of operations. # **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** ## Basis of Presentation The accompanying financial statements have been prepared in conf01mity with U.S generally accepted accounting principles ("GAAP") and the rnles and regulations of the United States Securities and Exchange Commission (the "Commission"). It is management's opinion, that all material adjustlnents (consisting of n01mal recuning adjustments) have been made which are necessa1y for a fair financial statement presentation. ### Use of Estimates The preparation of financial statements in conf01mity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the rep01ted amounts of assets and liabilities, and disclosme of contingent assets, and liabilities at the date of the financial statements, and the repmted amounts of revenues and expenses during the repmting period. Actual results could differ from those estimates. ### Accounting Basis The Company uses the accrnal basis of accounting for financial statement and income tax repo1ting. Accordingly, revenues are recognized when the perf01mance obligations are satisfied and expenses realized when the obligation is incmTed. {5}------------------------------------------------ ### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** ### Accounts Receivable The Company extends unsecured credit to its customers in the nmmal course of business. The dete1mination of the amount of uncollectible accounts is based on the amount of credit extended and the length of time each receivable has been outstanding. The allowance for uncollectible amounts reflects the amount of loss that can be reasonably estimated by management and is included as pa1t of operating expenses in the accompanying statement of operations. ### Cash and Cash Equivalents The Company considers all highly liquid investments with a matmity of three months or less when purchased to be cash equivalents. Cash equivalents are canied at cost, which approximates market value. ### Revenue Recognition The Company recognizes revenue to depict the transfer of promised services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those se1vices. The guidance ASC 606 requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the perfmmance obligations in the contract, ( c) dete1mine the transaction price, ( d) allocate the transaction price to the perfo1mance obligations in the contract, ( e) recognize revenue when ( or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the an1ount of cumulative revenue recognized would not occur when the unce1tainty associated with the variable consideration is resolved. The Company typically enters into contracts with clients calling for periodic retainer fees to be paid during the te1m of the anangement, and a success fee to be paid out once the merger or acquisition (the "transaction") is successfully completed, usually the closing date of the transaction. This success fee is typically based on a percentage of the total consideration of the transaction, although in certain cases it may be a flat fee. The retainer fee is recognized over time in which the perfo1mance obligations are simultaneously provided by the Company and consumed by the client. As of December 31, 2023, \$40,000 retainer fees and \$110,000 success fees were recognized for financial and banking advisory serv ices provided. Contract assets arise when the revenue associated with the contract is recognized prior to the Company's unconditional right to receive payment under a contract with a customer and ar·e derecognized when either it becomes a receivable or the cash is received. Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its perfo1mance obligation under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. The Company had no contract assets or liabilities at January 1, 2023 and December 31, 2023. {6}------------------------------------------------ #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** #### Significant Judgments The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple perfo1mance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. ## Fair Values of Financial Instruments Financial Accounting Standards Board Accounting Standards Codification ("ASC") 825, "Financial Instruments," requires the Company to disclose estimated fair values for its financial instiuments. Fair value estimates, methods, and assumptions are set forth below for the Company's financial instruments: The carrying amount of cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses and accounts payable to related parties, approximate fair value because of the sh01t maturity of those instruments. #### Allowance for Credit Losses The Company follows ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326"). An allowance for credit losses may be based on the Company's expectation of the collectability of its receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and cunent and future economic conditions that may affect the Company's expectation of the collectability in dete1mining the allowance for credit losses. The Company's expectation is that the credit risk associated with its receivables is not significant. Accordingly, the Company has not provided an allowance for credit losses at December 31, 2023. ## Concentrations of Credit Risk The Company places its cash with a high credit quality financial institution. The Company's account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to \$250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. #### Income Taxes The Company is a New York single member LLC and is considered a disregarded entity for federal and state income tax purposes and is therefore required to be tr·eated as a division of another entity. The Company is not subject to income taxes in any jurisdiction. Its member is responsible for the tax liability, if any, related to the Company's taxable income. Accordingly, no provision for income taxes is reflected in the accompanying financial statements. {7}------------------------------------------------ # **3. NET CAPITAL** The Company is subject to the SEC Unifo1m Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital of \$5,000, and requires that the ratio of aggregate indebtedness to net capital, both as defmed, not exceed 15 to 1. The rnle also provides that equity capital may not be withdrawn, cash dividends paid or the Company's operations expanded, if the resulting net capital ratio would exceed 10 to 1. At December 31, 2023, the Company had net capital of \$68,022 which was \$63,022 in excess of the FINRA minimum net capital requirement of \$5,000. # **4. CONCENTRATION OF CUSTOMER REVENUE** For the year ended December 31, 2023, one customer accounted for 100% of the Company's revenue. # **5. RELATED PARTY TRANSACTIONS** The Company has an Expense Sharing Agreement (the "Agreement") in place with the Parent whereby the Parent pays ce1tain expenses, such as occupancy, supplies, equipment and salaries, on behalf of the Company for which the Parent is reimbursed or makes an allowance for treatment of such funds as noncash capital contribution. These expenses are allocated to the company in accordance to the Agreement and the apportionment is based on reasonable allocation agreed by the patties. The Company had shared expenses of \$117,095 and as of December 31, 2023 the balance was conve1ted as non cash contributions. Though the Company incmTed a net loss for the year ended December 31, 2023, the Company's members have provided capital in prior years and are committed to continue providing the required working capital and forgive the allocated shared expenses to the Company, if and as needed, in the futme. # **6. SIPC RECONCILIATION REQUIREMENT** Securities Exchange Act ("SEA") Rule l 7a-5( e )( 4) requires a registered broker-dealer to file a supplemental report which includes procedures related to broker-dealers SIPC annual general assessment reconciliation or exclusion from membership forms. In circumstances where the broker-dealer reports \$500,000 or less in gross revenue they are not required to file supplemental SIPC rep01t. The Company is exempt from filing the supplemental repo1t under SEA Rule 17a-5(e)(4) because it is repo1ting less than \$500,000 in gross revenue. # 7. **COMMITMENTS AND CONTINGENCIES** # Litigation The Company may be involved in legal proceedings in the ordina1y course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. CmTently, the Company is not involved in any legal proceedings which are not in the ordina1y course of business. # **8. SUBSEQUENT EVENTS** The Company evaluated events occmTing between the end of its fiscal year, December 31 , 2023 through Febrnary 22, 2024, the date the financial statements issuing date. All subsequent events requiring recognition as of the auditor's report date, have been incorporated into these financial statements herein. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.