# VELERITY GROUP, INC. X-17A-5 (2025-02-25) — Broker-dealer annual report - Company: VELERITY GROUP, INC. - Form: X-17A-5 - Filed: 2025-02-25 - Period: 2024-12-31 - Accession: 0002013816-25-000022 - CIK: 1035474 - File #: 8-50043 - Type: Broker-dealer - Material weakness: No - Auditor: Ferrara CPA - Auditor location: Hamilton, NJ - Contact: Mir Z Ali - Phone: 703-383-4330 - Email: zulfe.ali@veleritygroup.com - Website: veleritygroup.com - Signed by: Mir Z Ali (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1035474/000201381625000022/veleritypubaudit.pdf --- {0}------------------------------------------------ PUBLIC DOCUMENT **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-50043 # **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** FILING FOR THE PERIOD BEGINNING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ AND ENDING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 01/01/2024 12/31/2024 MM/DD/YY MM/DD/YY #### **A. REGISTRANT IDENTIFICATION** #### NAME OF FIRM: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Velerity Group, Inc. 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.) #### \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 10431 New Ascot Drive | | (No. and Street) | | | | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|---------|--------------------------------------------|--| | Great Falls
_____________________________________________________________________________________ | VA | | 22066 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Mir Z Ali
_____________________________________________________________________________________ | 703-383-4330 | | zulfe.ali@veleritygroup.com | | | (Name) | (Area Code – Telephone Number) | | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Ferrara CPA
_____________________________________________________________________________________ | (Name – if individual, state last, first, and middle name) | | | | | 100 Horizon Center Blvd
_____________________________________________________________________________________ | Hamilton | NJ | 08691 | | | (Address) | (City) | (State) | (Zip Code) | | | 12/17/2024
_____________________________________________________________________________________ | | 7259 | | | | (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** | Mir Z Ali | I, ___________________________________________, swear (or affirm) that, to the best of my knowledge and belief, the | | |-----------|---------------------------------------------------------------------------------------------------------------------|--| | | | | | financial | | Velerity Group, Inc. | report pertaining to the firm of ____________________________________________________________, as of | |-----------|-----|----------------------|---------------------------------------------------------------------------------------------------------------------------| | 12/31 | 024 | | ______________________________, 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. State of Florida County of Marion drivers license as identification. Mir Ali appeared and signed electronically and provided a ![](_page_1_Picture_6.jpeg) | Signature: | __________________________________________ | | |------------|--------------------------------------------|--| | Title: | | | | CEO | __________________________________________ | | Notary Public #### **This filing\*\* contains (check all applicable boxes):** - ☐ (a) Statement of financial condition. - ☐ (b) Notes to consolidated statement of financial condition. - ☐ (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) Statement of cash flows. - ☐ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - ☐ (f) Statement of changes in liabilities subordinated to claims of creditors. - ☐ (g) Notes to consolidated financial statements. - ☐ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - ☐ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - ☐ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - ☐ (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. - ☐ (l) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - ☐ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - ☐ (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. - ☐ (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, 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 exist. - ☐ (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. - ☐ (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 or 17 CFR 240.18a-7, as applicable. - ☐ (t) Independent public accountant's report based on an examination of the statement of financial condition. - ☐ (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. - ☐ (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. - ☐ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - ☐ (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). - ☐ (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}------------------------------------------------ # **Velerity Group, Inc.** *(SEC ID. No 8-50043)* #### *STATEMENT OF FINANCIAL CONDITION* **as of** **December 31, 2024** **And Report of Independent Registered Public Accounting Firm** **This report is filed as a Public Document in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934.** {3}------------------------------------------------ **Ferrara CPA** *Certified Public Accountant* 100 Hoeizon Center Blvd Hamilton, NJ 08691 **Tel:** 609-865-5391 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholder Velerity Group, Inc. #### **Opinion on the Financial Statement** I have audited the accompanying statement of financial condition of Velerity Group, Inc. as of December 31, 2024, and the related notes (collectively referred to as the financial statement). In my opinion, the statement of financial condition presents fairly, in all material respects, the financial position of Velerity Group, Inc. 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 Velerity Group, Inc.'s management. My responsibility is to express an opinion on Velerity Group, Inc.'s financial statement based on my audit. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and am required to be independent with respect to Velerity Group, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. I conducted my audit in accordance with the standards of the PCAOB. Those standards require that I 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. My 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 statements. My 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. I believe that my audit provides a reasonable basis for my opinion. *Joseph Ferrara* I have served as Velerity Group, Inc's auditor since 2024. Ferrara CPA Hamilton, New Jersey February 11, 2025 {4}------------------------------------------------ # **Velerity Group, Inc.** STATEMENT OF FINANCIAL CONDITION as of December 31, 2024 #### **Assets** | Total Assets | \$
250,668 | |--------------------------|---------------| | Prepaid expenses | 19,702 | | Accounts Receivable, net | 10,000 | | Cash | \$
220,966 | | | | ### **Liabilities and Stockholder Equity** | | Liabilities | |--|-------------| | | | | Accounts payable and accrued expenses | \$
2,734 | |------------------------------------------------|---------------| | Total Liabilities | 2,734 | | Commitments and Contingencies (Note 6) | | | Stockholder Equity | | | Common stock - par value \$.01 - 10,000 shares | 2 | | authorized, 200 shares issued and outstanding | | | Additional paid-in capital | 415,478 | | Retained earnings (deficit) | (167,546) | | Total Stockholder Equity | 247,934 | | Total Liabilities & Stockholder Equity | \$
250,668 | | | | See accompanying notes. {5}------------------------------------------------ #### **Velerity Group, Inc.** Notes To Financial Statements December 31, 2024 #### **(1) Organization and Nature of Business** Velerity Group, Inc. (formerly Carolina Securities Inc) (the "Company") was organized in the State of North Carolina on January 22, 1996. On July 21, 2022, the Company was granted continuing membership with FINRA and was purchased by Three Oaks Holding, LLC (the "Parent"). The Company is a registered Broker Dealer with the Securities and Exchange Commission ("SEC") and Financial Industry Regulatory Authority ("FINRA"). The Company's primary activity is placing private securities with institutional and accredited investors. It is a broker-dealer registered with the Securities & Exchange Commission ("SEC"), and accordingly, is subject to the governing rules and regulations of the Financial Industry Regulatory Authority ("FINRA") as well as certain other regulatory agencies. Revenues may be affected by the overall activities of the financial markets and other economic risks. The Company holds no customer funds or securities and does not participate in the underwriting of securities. #### **(2) Significant Accounting Policies** #### *(a) Basis of Presentation* The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") unless otherwise disclosed. ## *(b) Use of Estimates* The preparation of financial statements in conformity with generally accepted accounting principles 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 of revenue and expenses during the reporting period. Actual results could differ from those estimates. #### *( c) Statement of Cash Flows* For purposes of the statement of cash flows the Company has defined cash equivalents as highly liquid investments, with original maturities of less than three months, that are not held for sale in the ordinary course of business. The company has adopted the indirect method of presenting the statement of cash flows in accordance with current authoritative pronouncements. There were no cash equivalents at December 31, 2024. Cash is held at one financial institution and is subject to the credit risk of that financial institution. The Company may at times maintain cash balances in amounts that exceed federally insured limits. {6}------------------------------------------------ #### **Velerity Group, Inc.** Notes To Financial Statements December 31, 2024 #### *(d) Accounts Receivable* Accounts receivable primarily consist of amounts due from clients for services rendered in connection with private placements of securities with institutional and accredited investors. These receivables are generally due within 30 days and are not subject to significant credit risk, as the Company's clients primarily include investors and other entities with established credit profiles. Accounts receivable are not collateralized. ### **Current Expected Credit Losses (CECL)** The Company follows ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. Under the accounting update, the Company can determine there are no expected credit losses in certain circumstances (e.g., based on collateral arrangements (if any) or based on the credit quality of the borrower or issuer). For certain financial assets measured at amortized cost (e.g., cash and cash equivalents), the Company has concluded that there are de minimis expected credit losses based on the nature and contractual life or expected life of the financial assets and immaterial historic and expected losses. The Company identified receivables as impacted by the new guidance. The Company's conclusion that an allowance for credit losses was not required is based on the Corporation's expectation for the collectability of the receivable utilizing the CECL framework. The Corporation considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. The Company's expectation is that the credit risk associated with placement fees is not significant based on the contractual arrangement and expectation of collection in accordance with industry standards. At December 31, 2024, an allowance for credit losses was not considered necessary. #### (*e) Revenue Recognition* The principal source of operating revenues is placement fees on Reg D offering (secured upon fully executed subscription agreements) for obtaining suitable investors for certain client investment syndications. Revenue is recognized in accordance with FASB ASC Topic 606 as services are rendered and the contracts identified performance obligations have been satisfied and all agreed upon conditions have been met, generally when the funding requirements have been fully committed. There were no unsatisfied performance obligations at December 31, 2024. ### *(f) Income Taxes* The Company, with the consent of its shareholder, has elected under the Internal Revenue Code to be treated as an S Corporation. In lieu of corporation income taxes, the shareholders of an S Corporation are taxed on their proportionate share of the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in the financial statements. The Company's tax returns and the amount of income or loss allocable to each shareholder are subject to examination by federal and state taxing authorities. {7}------------------------------------------------ #### **Velerity Group, Inc.** Notes to Financial Statements December 31, 2024 #### *(f) Income Taxes - continued* Certain transactions of the Company's may be subject to accounting methods for federal and state income tax purposes which differ significantly from the accounting methods used in preparing the financial statements. Accordingly, the net income or loss of the Company and the resulting balances in the shareholder's capital accounts reported for federal and state income tax purposes may differ from the balances reported for those same items in these financial statements. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC Topic 740, Income Taxes. Under that guidance the Company assesses the likelihood, based on their technical merit, that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of the financial reporting period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. Management has determined that there are no uncertain tax positions which require adjustment or disclosure on the financial statements at December 31, 2024 and there are no open tax years prior to 2021. In addition, no income tax related penalties or interest have been recorded for the year ended December 31, 2024. *(g) Advertising and Marketing* Advertising and marketing costs are expensed as incurred. *(h) General and Administrative Expenses* General and administrative costs are expensed as incurred. *(i) Fair Value Hierarchy* FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is 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. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: - *Level 1.* Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. - *Level 2.* Inputs other than quoted prices included in level 1 that are observable for the assets or liability either directly or indirectly. - *Level 3.* Inputs are unobservable for the assets or liability. {8}------------------------------------------------ ## **Velerity Group, Inc.** Notes to Financial Statements December 31, 2024 (i) Fair Value Hierarchy *- continued* The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, the liquidity of markets, and other characteristics particular to the security. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining the fair value is greatest for instruments categorized in level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety. For further discussion of fair value, see "Note 5 Fair Value" ## **(3) Net Capital Requirements** The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2024, the Company had net capital of \$218,232 which was \$213,232 in excess of its required minimum net capital of \$5,000. The Company's aggregate indebtedness to net capital ratio was 0.0125 to 1. Advances to affiliates, contributions, dividends and other withdrawals are subject to certain notification and other requirements of Rule 15c3-1 and other regulatory rules. The Company does not claim exemption from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934. The Company relies on Footnote 74 of SEC Release 34-70073. ### **(4) Credit Risk and Concentrations** The Company's revenues are related to commissions from placement fees for Reg D offerings. In addition, the Company received placement fees from two funds resulting in revenues exceeding ten percent of such fees. The Company maintains its cash balances in a financial institution in amounts that at times may exceed federally insured limits. The Federal Deposit Insurance Corporation insures the Company's bank accounts up to \$250,000. The Company has not experienced any losses on these accounts and believes it is not subject to any significant credit risk. As of December 31, 2024 there was an uninsured balance in the amount of \$0. #### **(5) Fair Value** Cash, receivables, accounts payable and other current liabilities are reflected in the financial statements at carrying value which approximates fair value because of the short-term maturity of these instruments. {9}------------------------------------------------ ### **Velerity Group, Inc.** Notes To Financial Statements December 31, 2024 #### **(6) Commitments and Contingencies** Pursuant to Securities and Exchange Commission Rule 15c3-1(e)(2) the Company may not authorize dividends to its stockholder if such dividends cause the Company's net capital to fall below 120% of the Company's minimum net capital requirement. As of December 31, 2024 the Company was not in violation of this requirement. The Company had no lease or equipment rental commitments, no underwriting commitments, no contingent liabilities, and had not been named as a defendant in any lawsuit at December 31, 2024. #### **(7) Anti-Money Laundering Policies and Procedures** The Company is required to implement policies and procedures relating to anti-money laundering, compliance, suspicious activities, and currency transaction reporting and due diligence on customers who open accounts with the Company. At December 31, 2024 the Company had implemented such policies and procedures. ### **(8) Segment Reporting** The Company is engaged in a single line of business as a securities broker-dealer, providing a variety of services, such as private placements of securities, all within one line of business. 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 3), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. 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 57% of its total revenues from one external customer in 2024. #### **(9) Subsequent Events** The Company has evaluated subsequent events occurring after the statement of financial condition date through the date of February 11 , 2025 which is the date the financial statements were available to be issued. Based on this evaluation, the Company has determined that no subsequent events have occurred which require disclosure in or adjustment to the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.