# RPP SECURITIES, LLC X-17A-5 (2025-03-18) — Broker-dealer annual report - Company: RPP SECURITIES, LLC - Form: X-17A-5 - Filed: 2025-03-18 - Period: 2024-12-31 - Accession: 0001875375-25-000001 - CIK: 1875375 - File #: 8-70761 - Type: Broker-dealer - Material weakness: No - Auditor: LMHS PC - Auditor location: Norwell, MA - Contact: Mark T Manzo - Phone: 2015191905 - Email: mmanzo@moppartners.com - Website: moppartners.com - Signed by: John Clark (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1875375/000187537525000001/2024rppsecuritiesedpublic.pdf --- {0}------------------------------------------------ ## **RPP Securities, LLC** **Statement of Financial Condition** **For the Year Ended December 31, 2024** {1}------------------------------------------------ #### **RPP Securities, LLC** #### **December 31, 2024** #### **Table of Contents** | Facing page and Oath or Affirmation Page | 1-2 | |--------------------------------------------------------|-----| | Report oflndependent Registered Public Accounting Firm | 3 | | Financial Statements | | | Statement of Financial Condition | 4 | | Notes to the Financial Statements | 5-9 | {2}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | | | ANNUAL REPORTS | | | | |--|--|----------------|--|--|--| | | | | | | | ## **FORM X-17A-S PART Ill** | Expires: Nov 30, 2026 | | |--------------------------|--| | Estimated average burden | | | hours per response
12 | | | | | | SEC FILE NUMBER | | | 8-70761 | | 0MB APPROVAL 0MB Number: 3235-0123 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING **O 1/01 /24** MM/DD/YY AND ENDING 12/31 /24 MM/DD/YY (PCAOB Reg,stcatloo N,mbec, if appHcableJ I **A. REGISTRANT IDENTIFICATION** # NAME OF FIRM: RPP SECURITIES TYPE OF REGISTRANT (check all applicable boxes): [!] Broker-dealer D Security-based swap dealer D Major security-based swap participant D Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) ## 100 PARK AVENUE, 16TH FLOOR | | (No. and Street) | | | | |---------------------------------------------------------------------------|------------------------------------------------------------|-----------------|------------------------|--| | New York | NY | | 10017 | | | (City) | (State) | (Zip Code} | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Mark T Manzo | (201) 519-1905 | | mmanzo@moppartners.com | | | (Name) | (Area Code - Telephone Number) | (Email Address} | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | LMHS, P.C. | | | | | | | (Name - if individual, state last, first, and middle name} | | | | | 80 Washington St.,Bldg S | Norwell | MA | 02061 | | | (Address) | (City} | (State) | (Zip Code} | | | 02/24/2009 | | 3373 | | | t, of Reglas of
12/31
2� is true and correct. I further swear (or affirm) that
i her the company nor any
partner, officer, director, or equivalent person, as the case may be, has any proprietary intere
account classified solely
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as that of a customer.
Signatur
Title:
ceo
Notary Public
IAN MIZRAHI
NOTARY PUBLIC, STATE OF NEW YORK
This filing** contains (check all applicable boxes):
Registration No. 0 I MJ0032353
� (a) Statement of financial condition.
Qualified in Kings County
� (b) Notes to consolidated statement of financial condition.
Commission Expites December 27, 2028
□ (c) Statement of income (loss) or, if there is other comprehensive inco""".,""'"',,=-"Tl'T'?.?ol''on'l"o7l'"""3'"TI'3:r&ement 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 240.15c3-1 or 17 CFR 240.18a-l, as applicable.
D
(i) Computation of tangible net worth under 17 CFR 240.18a-2.
U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
D
D
(k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or
Exhibit A to 17 CFR 240.18a-4, as applicable.
D
(I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3.
0
(m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. | I, John Clark | swear (or affirm) that, to the best of my knowledge and belief, the | | | | | | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------|--|--|--|--|--| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0 (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. | | | | | | | | | | 0 (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-l, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17
CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences | | | | | | | | - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - � (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - O (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - � (t) Independent public accountant's report based on an examination of the statement of financial condition. - O (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, or 17 CFR 240.17a-12, as applicable. - **□** (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. - D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - 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: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ exist. *\*\*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.* {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) *Report of Independent Registered Public Accounting Firm* To the Member RPP Securities, LLC New York, NY #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition ofRPP Securities, LLC as of December 31, 2024, 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 RPP Securities, LLC as of December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of the entity's management. Our responsibility is to express an opinion on this 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 RPP 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 PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial 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. LMHS, P.C. We have served as RPP Securities, LLC's auditor since 2022. Norwell, Massachusetts March 11, 2025 ![](_page_4_Picture_13.jpeg) ![](_page_4_Picture_15.jpeg) {5}------------------------------------------------ ## **RPP Securities, LLC** ## **Statement of Financial Condition December 31, 2024** #### **ASSETS** | Cash [Note 2] | \$
87,434 | |---------------------------------------|--------------| | Due from Parent & Affiliate | 3,715 | | Prepaid expenses | 5,960 | | Total assets | \$
97,109 | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilites: | | | Current liabilities | | | Accounts payable & Accrued expenses | \$
10,644 | | Deferred revenue | 50,000 | | Total liabilities | 60,644 | | Member's equity : | | | Member's equity | 36,465 | | Total member's equity | 36,465 | | Total liabilities and member's equity | \$
97,109 | *The accompanying notes are an integral part of these financial statements* {6}------------------------------------------------ #### **Note 1: Organization** **RPP Securities, LLC (the "Company") was organized in the State of Delaware on May 21, 2021.** **The Company registered as a broker-dealer with the Securities Exchange Commission on August 02, 2022, and is a member of the Financial Industry Regulatory Authority ["FINRA"] and the Security Investor Protection Corporation ["SIPC"].** **The Company transacts business in private placements of securities and provides Mergers and acquisitions advisory services.** **Under its membership agreement with FINRA the Company will not claim an exemption from SEA Rule 15c3-3. The Company will not accept customer funds or securities and will not have possession of any customer funds or securities in connection with their activities. The Company is a Non-Covered firm that relies on Footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff** #### **Note 2: Summary of Significant Accounting Policies** #### **Basis of Presentation** **The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company uses accrual method of accounting.** #### **Use of estimates** **The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.** #### **Cash and Cash Equivalents** **The Company considers all highly liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2024, the Company had a cash balance of \$87,434.** #### **Revenue Recognition** **The company receives fees in accordance with terms stipulated in its engagement contracts. Fees are recognized as earned. The Company also receives success fees when transactions** {7}------------------------------------------------ #### **Revenue Recognition (Continued)** **are completed. Success fees are recognized when earned, which means the Company has no further continuing obligations and collection is reasonably assured. Retainer fees that are not subject to refund are recognized when received subject to the terms of engagement.** ## **A. Significant accounting policy** **Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfied a performance obligation by transferring control over a product or service to a customer.** **Taxes and regulatory fees assessed by a government authority or agency that are both imposed on and concurrent with a specified revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.** **The Company adopted Topic 606 "Revenue from Contracts with Customers" when it was formed.** **The Company provides advisory services on mergers and acquisitions (M&A). Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled. However, for certain contracts, revenue is recognized over time for advisory arrangements in which the performance obligations 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. Retainers and other fees received from customers prior to recognizing revenue are reflected as contract liabilities.** #### **B. Nature of services** **Fees earned: This includes fees earned from M&A advisory services.** | | 2024 | |-----------------------------------|----------| | Revenue Earned at a point in Time | \$12,943 | | Revenue Earned over Time | \$44,848 | | Total Success fees | \$57,791 | #### **Professional fees** **As of December 31, 2024, the Company paid \$392,262 in professional fees, which included accounting, audit and consulting services.** {8}------------------------------------------------ #### **Note 3: Securities owned** **As of the statement of financial condition date the Company does not own any corporate stocks or debt instruments.** ### **Note 4: Deferred revenue** **At December 31, 2024, the Company has received payments totaling \$50,000 for services where the performance obligations remain incomplete. The amounts are recorded as Deferred Revenue on the Statement of Financial Condition.** #### **Note 5: Income taxes** **The Company is a limited liability company and is treated as a partnership for federal income tax reporting purposes. The Internal Revenue Code ("IRC") provides that any income or loss is passed through to the ultimate beneficial individual member for federal, state and certain local income taxes. Accordingly, the Company has not provided for income taxes.** **At December 31, 2024, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will always be subject to ongoing reevaluation as facts and circumstance may require.** ### **Note 6: Fair Value** **The Company adopted Financial Accounting Standards ("SFAS") ASC 820 Measurements and Disclosures, for assets and measured at fair value on a recurring basis. The adoption of ASC 820 had no effect on the Company's financial statements. ASC 820 accomplishes the following key objectives:** - **Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date;** - **Establishes a three-level hierarchy (the "Valuation Hierarchy") for fair value measurements;** - **Requires consideration of the Company's creditworthiness when valuing liabilities; and expands disclosures about instruments measured at fair value.** **The Valuation Hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the Valuation Hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the Valuation Hierarchy and the distribution of the Company's financial assets within it are as follows:** **Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.** {9}------------------------------------------------ #### **Note 6: Fair Value (Continued)** - **Level 2 - inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.** - **Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.** **Certain financial instruments are carried at cost on the statement of financial condition, which approximate fair value due to their short-term highly liquid nature. These instruments include cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses and deferred revenue.** #### **Note 7: Net capital requirements** **Pursuant to the Basic Uniform Net Capital prov1s10ns of the Securities and Exchanges Commission, the Company is required to maintain a minimum net capital, as defined, in such provision. Further, the Securities and Exchange Commission Uniform net capital rule (Rule 15c3- 1) requires that the ratio of aggregate indebtedness to net capital, as defined, shall not exceed 15 to 1. Net capital and the related net capital ratio may fluctuate on a daily basis. At December 31, 2024, the Company had net capital of \$26,790 which was \$21,790 in excess of its required net capital of \$5,000. The Company's aggregate indebtedness to net capital ratio was 2.26 to 1.** #### **Note 8: Related party transactions** **The Company's rent for an office suite and email archiving services are paid by an entity owned by the Company's CEO. At December 31, 2024, the entity paid \$1,621 for rent and \$2,766 for email archiving fees on behalf of the Company.** **At December 31, 2024, the Company had receivables due from RP Partners, LTD, an indirect owner of the Company, of \$2,943 and \$772 from its Parent company.** #### **Note 9: Commitments and Contingencies** **At December 31, 2024 the Company did not have any commitments, contingencies or guarantees that might result in a loss or future obligation.** {10}------------------------------------------------ #### **Note 10: Recent Accounting Pronouncements** #### **FASB ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures** **The FASB issued ASU 2023-07 on November 27, 2023, which is intended to improve reportable segment disclosure requirements. Under previous guidance, while entities were required to disclose segment revenue and measure of profit or loss, there has been limited disclosure around the reporting of segment expenses. In addition to enhanced disclosures about significant segment expenses, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity's overall performance and assess potential future cash flows. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has adopted the requirements of the expanded segment disclosures as of December 31, 2024.** #### **Segment Reporting** **The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of private placement of securities and** merger and acquisition **advisory services. The Company has identified its CEO as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 7), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities, using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The Company derived 100% of total revenue earned during the year ended December 31, 2024, from two customers.** #### **Note 10: Subsequent Events** **Management has evaluated subsequent events through March 11, 2025, the date which the financial statements were available to be issued.** Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.