# AEG CAPITAL, LLC X-17A-5 (2022-08-29) — Broker-dealer annual report - Company: AEG CAPITAL, LLC - Form: X-17A-5 - Filed: 2022-08-29 - Period: 2022-06-30 - Accession: 0001578389-22-000004 - CIK: 1578389 - File #: 8-69292 - Type: Broker-dealer - Material weakness: No - Auditor: FGMK, LLC - Auditor location: Chicago, IL - Contact: Tom Shea - Phone: 815-782-1250 - Email: gery@gscomplianceconsulting.com - Website: gscomplianceconsulting.com - Signed by: Craig Dean (Managing Member) Original filing: https://www.sec.gov/Archives/edgar/data/1578389/000157838922000004/form_id-public.pdf --- {0}------------------------------------------------ #### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB APPROVAL OMB Number: ϯϮϯϱͲϬϭϮϯ Expires: KĐƚ͘ϯϭ͕ϮϬϮϯ Estimated average burden hours per response: SEC FILE NUMBER # **ANNUAL REPORTS FORM X-17A-5 PART III** **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** | 07/01/2021 | 06/30/2022
FILING FOR THE PERIOD BEGINNING _____________________ AND ENDING ______________________ | | |------------|-------------------------------------------------------------------------------------------------------|--| | MM/DD/YY | MM/DD/YY | | #### **A. REGISTRANT IDENTIFICATION** #### NAME OF FIRM: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ AEG Capital, LLC TYPE OF REGISTRANT (check all applicable boxes): ܆ Broker-dealer ܆ Security-based swap dealer ܆ Major security-based swap participant ܆ Check here if respondent is also an OTC derivatives dealer ■ ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) #### \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 200 W. Madison Street, Suite 2410 | | (No. and Street) | | | |--------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|--| | Chicago | Illinois
_____________________________________________________________________________________ | 60606 | | | (City) | (State) | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Gery Sadzewicz | 8155459616
_____________________________________________________________________________________ | gery@gscomplianceconsulting.com | | | (Name) | (Area Code – Telephone Number) | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | FGMK, LLC | _____________________________________________________________________________________
(Name – if individual, state last, first, and middle name) | | | | 333
W
Wacker
Dr, | Suite
600
Chicago
_____________________________________________________________________________________ | Illinois
60606 | | | (Address) | (City) | (State)
(Zip Code) | | | 12/17/2009 | _____________________________________________________________________________________ | 3968 | | | (Date of Registration with PCAOB)(if applicable) | | (PCAOB Registration Number, if applicable) | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public 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 OMB control number.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** I, **Craig Dean** swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of **AEG Capital, LLC** as of \_6\_/\_3\_0 \_\_\_\_\_\_\_\_\_\_\_ ......, 2� 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. ![](_page_1_Picture_3.jpeg) Signature: Title: **Managing Member** **This filing\*\* contains (check all applicable boxes):** - iii (a) Statement of financial condition. - iii (b) Notes to consolidated statement of financial condition. - D (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). - D (d) Statement of cash flows. - D (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. - D **(g)** Notes to consolidated financial statements. - D (h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.18a-l, 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 240.1Sc3-3. - 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§ 240.1Sc3-3. - D (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) or 17 CFR 240.18a-4, as applicable. - D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.1Sc3-1, 17 CFR 240.lBa-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.lSa-4, as applicable, if material differences exist, or a statement that no material differences exist. - D (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-S, 17 CFR 240.17a-12, or 17 CFR 240.lSa-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lSa-7, as applicable. - 0 (s) Exemption report in accordance w'th 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - iii (t} Independent public accountant's report based on an examination of the statement of financial condition. - D (u) Independent public accountant'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. - D (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. - 0 (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 240.1Sc3-le 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 e,dst, under 17 CFR 240.17a 12(k). - D (zf Other:-------------------------------------- *&quot;\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {2}------------------------------------------------ ## **AEG Capital, LLC** ### **FINANCIAL STATEMENTS AND REPORT OF** ### **INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** June 30, 2022 Filed as a public document pursuant to Rule 17a-5(d)(3) under the Securities Exchange Act of 1934. \*\*\*PUBLIC DOCUMENT\*\*\* {3}------------------------------------------------ ## **AEG Capital, LLC** | Letter of Oath or Affirmation | | |---------------------------------------------------------|---| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statement | | | Statement of Financial Condition | 2 | | Notes to Financial Statement | 3 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Management AEG Capital, LLC #### *Opinion on the Financial Statement* We have audited the accompanying statement of financial condition of AEG Capital, LLC (the "Company") as of June 30, 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 the Company as of June 30, 2022, in conformity 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 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 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company's auditor since 2016. Chicago, Illinois August 29, 2022 &'D<͕>> ϯϯϯt͘tĂĐŬĞƌƌŝǀĞ͕ϲƚŚ&ůŽŽƌͮŚŝĐĂŐŽ͕/>ϲϬϲϬϲ ϮϴϬϭ>ĂŬĞƐŝĚĞƌŝǀĞ͕ϯƌĚ&ůŽŽƌͮĂŶŶŽĐŬďƵƌŶ͕/>ϲϬϬϭϱ ϭϳtϭϭϬϮϮŶĚ^ƚƌĞĞƚ͕ϯƌĚ&ůŽŽƌͮ KĂŬďƌŽŽŬdĞƌƌĂĐĞ͕/>ϲϬϭϴϭ ĂŶŶŽĐŬďƵƌŶͮŚŝĐĂŐŽͮůĞǀĞůĂŶĚ ƵďƵƋƵĞͮ/ŶĚŝĂŶĂƉŽůŝƐͮKĂŬďƌŽŽŬdĞƌƌĂĐĞ KƌĂŶŐĞŽƵŶƚLJͮ^ĂŶƚĂ&Ğͮ^ĂƌĂƐŽƚĂ {5}------------------------------------------------ | | Assets | | |---------------------|---------------------------------|-----------| | Cash | | \$ 41,163 | | Accounts receivable | | 15,000 | | Other assets | | 1,381 | | Total assets | | \$ 57,544 | | | Liabilities and Member's Equity | | | | | | | Liabilities | | | | Total liabilities and member's equity | \$ 57,544 | |---------------------------------------|--------------| | Total member's equity | 42,838 | | Member's Equity | | | Accrued liabilities | \$
14,706 | The accompanying notes are an integral part of this statement. {6}------------------------------------------------ ## **AEG CAPITAL, LLC Notes to Financial Statement** ### **1. Nature of Operation and Summary of Significant Accounting Policies** #### **Nature of Operations** AEG Capital, LLC (the "Company") is a wholly-owned subsidiary of AEG Partners LLC ("AEG Partners"). The Company was formed as a limited liability company under the laws of the State of Illinois in March 2013. The Company is a broker-dealer, registered with Financial Industry Regulatory Authority ("FINRA"), and licensed by the Securities and Exchange Commission ("SEC") effective May 2, 2014. The Company conducts business primarily with institutional customers in the private placements of securities. The Company also provides mergers and acquisitions and other investment banking advisory services. The Company holds no customer securities or funds for investment, nor does it owe funds or securities to its customers. #### **Government and Other Regulation** The Company's business is subject to significant regulation by governmental agencies and self-regulatory organizations. Such regulation includes, among other things, periodic examinations by these regulatory bodies to determine whether the Company is conducting and reporting its operations in accordance with the applicable requirements of these organizations. ### **A Summary of the Company's Significant Accounting Policies Follows:** ### **Basis of Accounting** The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") as established in the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") to ensure consistent reporting of financial condition, results of operations and cash flow. #### **Use of Estimates and Assumptions** The preparation of financial statements in conformity with GAAP requires the Company's 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 the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents include all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of June 30, 2022, the Company had cash of \$41,163 maintained in U.S. bank accounts, of which all U.S. bank account balances were below the \$250,000 FDIC coverage. #### **Accounts Receivable and Allowances for Uncollectible Accounts** Accounts receivable are reported net of any estimated allowances for uncollectible accounts and contractual adjustments. All receivables are uncollateralized. To provide for receivables that could become uncollectible in the future, the Company may establish an allowance for uncollectible accounts to reduce the carrying amount of such receivables to their estimated net realizable value. The allowance for uncollectible accounts is based upon management's assessment of historical and expected net {7}------------------------------------------------ collections, business and economic conditions, and other collection indicators. No allowance was deemed necessary by management as of June 30, 2022. ### **Revenue Recognition** The Company recognizes 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 in accordance with FASB ASC 606: Revenue from Contracts with Customers. The standard requires an entity to follow a five-step model to (a) identify the contract(s) with a 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 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 amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The following provides detailed information on the recognition of the Company's revenue from contracts with customers: *Significant Judgments*: Revenue from contracts with customers includes success and advisory fees. 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 performance 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 considerations should be applied due to uncertain future events. *Success Fees*: Success fees, including introductory fees, are recognized at the close of a transaction. The Company has determined that this date is the appropriate point in time to recognize revenue for success fees as the performance obligation has been satisfied, there are no significant actions which the Company needs to take subsequent to this date and the purchaser obtains the control and benefit of the proceeds at that point. Payment for revenue is due upon closing. *Advisory Fees*: The Company provides advisory services on mergers and acquisitions, restructurings, capital raising and other strategic transactions. Revenue for advisory arrangements is recognized over the time in which the performance obligations are simultaneously provided by the Company and consumed by the customer. In some circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. Payment for revenue is due upon invoicing. During the year ended June 30, 2022, the Company recognized \$165,000 of success fees and \$175,000 of advisory fees. #### **Income Taxes** The Company is a single member limited liability company and therefore disregarded for tax purposes. The profits and losses of the Company are included in the tax return of AEG Partners. Accordingly, the Company's financial statements do not reflect a provision for income taxes. {8}------------------------------------------------ ### **2. Going Concern** The Company has relied on its Parent, AEG Partners, for financial support since its inception. Management anticipates that the Company will continue to rely on its parent for financial support, which will enable the Company to continue as a going concern. See Note 4: Related Party Transactions. ### **3. Net Capital Requirement** 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 net capital equal to or greater than \$5,000 or 6 and 2/3% of aggregate indebtedness, and a ratio of aggregate indebtedness to net capital not exceeding 15 to 1, both as defined. The net capital rules may restrict distributions. At June 30, 2022, the Company's adjusted net capital was \$26,457, which exceeded the requirement by approximately \$21,457. #### **4. Related Party Transactions** The Company and AEG Partners entered into an expense sharing agreement on August 29, 2013 (as amended, the "Management Services Agreement"). AEG Partners makes available to the Company office space, equipment, the services of its employees and administrative support, and other services. The Company records in its financial statements allocated expenses related to the services provided pursuant to the Management Services Agreement. Direct expenses attributable to the Company, such as registration, licensing, professional fees and certain marketing fees, are accrued and recorded in the Company's financial statements. AEG Partners provides the Company with capital contributions to pay direct expenses and maintain required net capital. Other expenses that are not identified as direct expenses, such as rent, utilities, and administrative expenses, or which are not specifically attributable to the Company, are paid directly by AEG Partners and are recorded on the books and records of the Company as applicable. The Company settles the intercompany liability to AEG Partners through a non-cash capital contribution. ### **5. Commitments and Contingencies** Accounting standards require the disclosure of representations and warranties which the Company enters into and which may provide general indemnifications to others. The Company, in its normal course of business, may enter into contracts that contain such representations and warranties. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet been incurred. However, based on its experience, the Company expects the risk of loss to be remote. #### **6. Subsequent Events** Due to current COVID-19 pandemic, Company personnel have worked remotely accessing all applicable operating systems through its secure network. The Company has not experienced any delays or issues with respect to its obligations to its clients or regulatory authorities as a FINRA member broker-dealer. There have been no changes in personnel, and the Company maintains strict guidelines regarding the use of masks and social distancing when its services require the use of its office space. The Company has not had and does not expect any material impairments with respect to the COVID-19 pandemic. These financial statements were approved by management and available for issuance on August 29, 2022. All known subsequent events have been evaluated through this date. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.