# SGP SECURITIES, LLC X-17A-5 (2025-04-08) — Broker-dealer annual report - Company: SGP SECURITIES, LLC - Form: X-17A-5 - Filed: 2025-04-08 - Period: 2024-12-31 - Accession: 0002015820-25-000002 - CIK: 2015820 - File #: 8-71225 - Type: Broker-dealer - Material weakness: No - Auditor: Goldman & Company, CPA's, P.C. - Auditor location: Marietta, GA - Contact: Steven D Smith - Phone: 6508235437 - Email: ssmith@smithgoffman.com - Website: smithgoffman.com - Signed by: Steven D. Smith (Co-CEO) Original filing: https://www.sec.gov/Archives/edgar/data/2015820/000201582025000002/auditt.pdf --- {0}------------------------------------------------ | | UNITED STATES | | | 0MB APPROVAL | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|-----------------------------------------|-----------------|----------------------------------------------------| | | SECURITIES AND EXCHANGE COMMISSION | | | 0MB Number: 3235-0123 | | | Washington, D.C. 20S49 | | | Expires: Nov 30, 2026 | | | | | | Estimated average burden
hours per response: 12 | | | ANNUAL REPORTS | | | SEC FILE NUMBER | | | FORM X-17A-S | | | 8-71225 | | | PART Ill | | | | | | FACING PAGE | | | | | | Information Required Pursuant to Rules 17a-S, 17a-12, and lBa-7 under the Securities Exchange Act of 1934 | | | | | FILING FOR THE PERIOD BEGINNING | ___ 9
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_ | | | MM/DD/VY | | | MM/DD/VY | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF FIRM: SGP Securities, LLC | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Iii Broker-dealer | | □ Major security-based swap participant | | | | D Check here if respondent is also an OTC derivatives dealer | □ Security-based swap dealer | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 31 Hudson Yards, 11th Floor | | | | | | | (No. and Street) | | | | | New York | NY | | | 10001 | | (City) | (State) | | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Steven Smith | 646-516-8358 | | | ssmith@smithgoffman.com | | (Name) | (Area Code-Telephone Number) | | (Email Addressl | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | Goldman & Company, CPA's, P.C. | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 3535 Roswell Road, Suite 32 | Marietta | | GA | 30062 | | (Address) | (City) | (State) | | (Zip Code) | | 6/25/09 | | 1952 | | | | rte of Rogl,O.tloa with PCAOB}(tt applicable) | | | | (PCAOB R•Si•laccountant must be supported by a statement offacts and circumstances relied on as the basis of the exemption. See 17 | | | | | CFR 240.17a-5(e)(l)(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 0MB control number. {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | | OATH OR AFFIRMATION | | |----------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|-------| | I, Steven Smith | swear (or affirm) that, to the best of my knowledge and belief, the | | | financial report pertaining to the firm of SGP Securities, LLC | | as of | | Oecember 31 | . 2 024 • 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 | | | asthatof~~OIUDICE
NalayPubl~ttofNewYolll
No. 01DE0012835 | ~
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Signature | | **asthatof~~OIUDICE** ~lnNewYorkCounlY ~ - ;z-c;z- T-itle: -----,,~~-CE .• ---='D-->.JC....::...---------- *&¼* #### This **filing•• contains (check all applicable boxes):** - **0 (a)** Statement of financial condition. - itl (bl Notes to consolidated statement of financial condition. - **0** (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). - i2I (d) Statement of cash flows. - 0 (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - 0 (f) Statement of changes in liabilities subordinated to claims of creditors. - i2I (g) Notes to consolidated financial statements. - i2I (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.lSa-1, as applicable. - 0 (i) Computation of tangible net worth under 17 CFR 240.lSa-2. - i2I 0) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3·3. - □ (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.lSa-4, as appl icable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - i2I (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 240.1Sc3-3(p)(2) or 17 CFR 240.lSa-4, as applicable. - i2I (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.lSa•l, 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. - i2I (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.lSa-7, as applicable. - 0 (r) Compliance report in accordance with 17 CFR 240.17a9 5 or 17 CFR 240.18a-7, as applicable. - i2I (s) Exemption report in accordance with 17 CFR 240.17a•S or 17 CFR 240.lSa-7, as applicable. - D (t) Independent public accountant's report based on an examination of the statement of financial condition. - i2I (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.lSa-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-S or 17 CFR 240.18a-7, as applicable. - i2I (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.lSa-7, as applicable. - □ (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: \_ - \*\*To request confidentiaf treatment of certain portions of this filing, see 17 CFR 240.17a-S(e){3) or 17 CFR 240.18a-7(d)(2), as applicable. {2}------------------------------------------------ ## SGP SECURITIES, LLC FINANCIAL STATEMENTS For the Period of September 17, 2024 ( date of FINRA approval) to December 31, 2024 And Report of Independent Registered Public Accounting Firm {3}------------------------------------------------ ## SGP SECURITIES, LLC TABLE OF CONTENTS For the Period of September 17, 2024 (date of FINRA approval) to December 31, 2024 | PAGE | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---| | REPORT OF INDEPENENT PUBLIC ACCOUNTING FIRM | | | FINANCIAL STATEMENTS: | | | STATEMENT OF FINANCIAL CONDITION 3 | | | STATEMENT OF OPERATIONS
| 4 | | STATEMENT OF CASH FLOWS | 5 | | STATEMENT OF CHANGES IN MEMBER'S EQUITY 6 | | |


NOTES TO FINANCIAL STATEMENTS .
. 7 | | | SCHEDULE I: COMPUTATION OF NET CAPITAL -
UNDER
RULE 15C3-1 OF THE SECURITIES AND EXCHANGE COMMISSION.
11 | | | SCHEDULE II: COMPUTATION FOR DETERMINATION OF
RESERVE REQUIREMENTS AND INFORMATION RELATING
TO POSSESSION OR CONTROL UNDER RULE 15C3-3 OF THE
SECURITIES AND EXCHANGE COMMISSION.
12 | | {4}------------------------------------------------ #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member and Management of SGP Securities, LLC #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of SGP Securities, LLC as of December 31, 2024, the related statements of operations, changes in member's equity and cash flows for the period September 17, 2024 ( date of FINRA approval) to December 31, 2024 and the related **notesu** ~ (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of SGP Securities, LLC as of December 31, 2024, 0 and the results of its operations and its cash flows for the year the period September 17, 2024 to U December 31, 2024, in conformity with accounting principles generally accepted in the United States of **P** • **Basis** ~ **for Opinion** o~ These financial statements are the responsibility of SGP Securities, LLC's management. Our DfJ responsibility is to express an opinion on SGP Securities, LLC '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 of the 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 of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### **Auditor,s Report on Supplemental Information** The Schedule's I- Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission, and Schedule II-Computation for Determination of Reserve Requirement (exemption) and Information Relating to Possession or Control Requirements Under SEC Rule 1 Sc3-3 of the Securities and Exchange Commission (exemption) have been subjected to audit procedures performed in conjunction with the audit of SGP Securities, LLC 's financial statements. The supplemental information is the responsibility of SGP Securities, LLC '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 17 C.F **.R.** §240.17a-5. In our opinion, the schedule's I and II are fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2024. Goldman & Company, CPA's, P.C. Marietta, Georgia April 10, 2025 {5}------------------------------------------------ flNANClAL STATEMENTS {6}------------------------------------------------ # SGP Securities, LLC # Statement of Financial Condition As of December 31, 2024 | | Total | |---------------------------------------|-----------| | ASSETS | | | Current Assets | | | Cash and Cash Equivalents | \$101,810 | | Other Current Assets | | | Prepaid Expense | 12,950 | | Total Other Current Assets | 12,950 | | Total Current Assets | 114,760 | | TOTAL ASSETS | \$114 760 | | LIABILITIES AND MEMBER'S EQUITY | | | Llabllltles | | | Member's Equity | 114,760 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$114,760 | {7}------------------------------------------------ # SG P Securities, LLC # Statement of Operations For the Period of September 17, 2024 {date of FIN RA approval) to December 31, 2024 | | Total | |-------------------------------------------|------------| | INCOME | | | Total Revenue | | | EXPENSES | | | Operating Expenses | | | Payroll | | | Salaries and Wages | \$53,365 | | Payroll Taxes | 1,961 | | 401 K admin expense | 266 | | 401 K Contribution - Employer | 361 | | Total Payroll | 55,953 | | Rent | | | Office Rent | 13,265 | | Total Rent | 13,265 | | Insurance | | | FINRA Fidelity Bond | 1,147 | | Share of SGP Insurance Expense | 3,561 | | Total Insurance | 4,708 | | Total Operating Expenses | 73,926 | | General and Administrative Expenses | | | General and Administrative | | | Office Expenses | | | Filing Fees | 347 | | IT Expenses | 496 | | Total Office Expenses | 843 | | Dues and Subscription | | | Dues and Subscriptions | 12,505 | | Total Dues and Subscription | 12,505 | | Professional Fees | | | Accounting | 3,475 | | Total Professional Fees | 3,475 | | Total General and Administrative | 16,823 | | Total General and Administrative Expenses | 16,823 | | Total Expenses | 90,749 | | NET OPERATING LOSS | -90,749 | | NET LOSS | \$ -90,749 | {8}------------------------------------------------ # SGP Securities, LLC # Statement of Cash Flows For the Period of September 17, 2024 (date of FINRA approval) to December 31, 2024 | | Total | |-----------------------------------------------------------------------------|-----------| | OPERATING ACTIVITIES | | | Net Loss | \$-90,749 | | Adjustments to reconcile Net Loss to Net Cash provided by operations: | | | Prepaid Expense | -7,416 | | Total Adjustments to reconclle Net Loss to Net Cash provided by operations: | -7,416 | | Net cash used In operating activities | -98,165 | | FINANCING ACTIVITIES | | | Capital Contributions | 236,418 | | Capital Distributions | -137,443 | | Net cash provided by financing activities | 98,975 | | NET CASH AND CASH EQUIVALENTS INCREASE FOR PERIOD | 810 | | Cash at beginning of period | 101,000 | | CASH AND CASH EQUIVALENTS AT END OF PERIOD | \$101,810 | {9}------------------------------------------------ #### **SGP Securities, LLC Statement of Changes in Member1 s Equity** For the Period of September 17, 2024 (date of FINRA approval) through December 31, 2024 | | Total | |--------------------------------------|---------------| | Member's Equity, beginning of period | \$
106,534 | | Net loss | (90,749) | | Capital Contributions | 236,418 | | Capital Distributions | (137,443) | | Member's Equity, end of period | \$
114,760 | **The accompanying notes are an Integral part of these financial statements** {10}------------------------------------------------ #### SGP SECURITIES, LLC **NOTU TO l'INANCIAL** STATEMENTS **l'or tie Period of SeptemlNr** 17, **2024 (da1e ofl'INRA applVftl) to DeamdNlr 31, 2024** #### **1. Summary of Significant Accounting Policies** **Business activity:** SGP Securities, LLC (the 11Company") was formed in Delaware on September 26, 2023. The Company's business is limited to acting as a private placement agent and to consult in connection with restructuring advice and mergers and acquisitions. Company revenues are derived from commissions and fees earned in private placement transactions, restructuring advice and merger and acquisition consulting fees. The Company does not engage in any operations requiring establishment of customer accounts, handling of customer securities or funds, retail securities transactions, securities clearing activities, margin activities or any other forms of securities business. Significant changes in the Company's business require FINRA approval. **Basis of presentation:** The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company is evaluating new accounting standards and will implement as required. **Revenue and revenue recognition:** Revenue is recorded in accordance with ASU No.2014- 09, *Revenue from Contracts with Customers (Topic 606).* Revenue is derived from one revenue stream as identified above in "Business activity". There are no separate performance obligations for the Company's revenue stream. The Company had no revenue for the period under audit. **Judgments:** The Company will consider several factors in determining that control transfers to the customer at the point in time when the advisory service has been provided. **Performance obligations:** The Company's contracts with customers contain one performance obligation. The performance obligation for the performance of services is satisfied at the point when services are rendered. Since there is only one performance obligation, the transaction price does not need to be allocated over more than one performance obligation. **Variable consideration:** The Company's contracts with customers do not include significant financing components or early payment discounts. The Company does not offer any warranties to its customers. The Company does not have any formalized discount policies **Cash and cash equivalents:** The Company maintains cash in bank deposit accounts, which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. The Company considers all highly liquid debt instruments purchased with maturities of three months or less to be cash equivalents. The Company maintains cash at a financial institution where the total cash balance is insured by the Federal Deposit Insurance Corporation (the FDIC) up to \$250,000 per depositor, per bank. At times, the Company may have cash balances that exceed the balance insured by the FDIC. As of December 31, 2024, and through the date of this report there were no such claims. {11}------------------------------------------------ ## **SGP SECURITIES, LLC NOTl8 TO l'INANCIAL STATEMENTS Jl'er tile Pert.I of SlptaDINlr 17, 2124 (date ofl'INIIA approftl) te.........,. 31, 2DI** #### **1. Summary of Significant Accounting Policies (continued)** Cash or securities in banks subject to withdrawal restrictions, restricted deposits held as compensating balances, and cash segregated in compliance with federal or other regulations (such as cash deposited in a special reserve bank account for the exclusive benefit of customers pursuant to SEC Rule 15c3-3), if any, are classified separately in the balance sheet. The Company had no restricted deposits for the period under audit. **Income taxes:** The Company has adopted ASC 740-10, Accounting for Uncertainty in Income Taxes. The Company is required to evaluated any uncertain tax position including its status. The Company has determined it has no uncertain tax positions for the period under audit. The Company is treated as a disregarded entity for income tax purposes. As a disregarded entity, the Company is generally not subject to federal, state or local income tax. The Company's taxable income is reported on the consolidated tax return of its parent company. **Advertising:** The Company expenses all advertising costs as incurred. **Use of estimates:** The preparation of financial statements in U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company's results are affected by economic, political, legislative, regulatory, and legal actions. Economic conditions such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. These factors and other events may cause actual results to differ from management's estimates. **Date of management's review:** The Company has evaluated subsequent events through April 10, 2025, which is the date the financial statements were available to be issued. #### **2. Related Parties** The Company is a wholly-owned subsidiary of its parent company SGP Capital Advisors LLC ("Parent"). SGP Capital Advisors LLC is a wholly-owned subsidiary of its parent company SGP Capital Holdings, LLC, which is a wholly-owned subsidiary of its parent company Smith Goffman Partners, LLC ("SGP"). The Company enters into certain transactions with SGP. During the period September 17 through December 31, 2024, SGP through its subsidiaries as noted above has contributed approximately \$236,418 of capital into the Company on behalf of the Parent of which \$96,418 was debt forgiveness . {12}------------------------------------------------ ## **SGP SECURITIES, LLC NOTES TO l'INANCIAL STATEMENTS For tile Period of Sip.....\_ 17, 2024 (date efl'INRA appl'Oftl) to Dwmber 31, 2124** #### **2. Related Parties** ( **continued)** Effective April 2024, the Company and SGP are parties to a management services/expense sharing agreement and have agreed that SGP will provide certain services as set forth below to SGP Securities. SGP provides administrative services for invoicing, collections, bookkeeping and related services. SGP provides the Company with office space together with such electricity, telephone service, computers, internet access and other typical office facilities and services as the Company may require. The Company is responsible for paying any expenses that are direct obligation of the broker-dealer including, but not limited to, FINRA and SIPC assessments, registration and renewal costs, fees for the annual audit, Fidelity Bond premiums, etc. During the period September 17, 2024 through December 31, 2024, shared expenses under this agreement totaled \$96,418 of which \$90,149 are included with various operating expense line items on the Statement of Operations and approximately \$6,269 was recorded as prepaid expense. As of December 31, 2024, there are no receivable or payable balances between the Company and SGP. #### **3. Segment Information** The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services including investment banking and 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 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 consist of a single operating segment and therefore, a single reportable segment, because the CODM manages the 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. #### 4. **Regulatory and Net Capital Requirements** As a broker-dealer the Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule (Rule 15c3-l) which requires the maintenance of minimum net capital. Rule 15c3-1 requires that the Company maintain minimum net capital, as defined, of \$5,000 at December 31, 2024 and requires that the ratio of "aggregate indebtedness" to "net capital'' as those terms are defined by the rule, may not exceed 8 to 1. At December 31, 2024 the Company's net capital was \$101,810 which was \$96,810 in excess of its required net capital of \$5,000 and its ratio of aggregate indebtedness to net capital was O to 1. {13}------------------------------------------------ ## **SGP SECURITIES, LLC NOTES TO ll'INANCIAL STATEMENTS l'or tile Period of Sepaaber 17, 2124 (date efll'INRA appl'Gftl) • Dwlllber 31, 2024** #### **S. Commitments and Contingencies** The Company is exposed to various asserted and unasserted potential claims encountered in the normal course of business. As of December 31, 2024, and through the date of this report there were no such claims. #### **6. Going Concern** The Company sustained a net loss for the period under audit and negative cash flows from operations. This was expected by management and ownership. The Company has determined that it will be able to meet all current commitments and net capital requirements either through capital contributions or operating income for the next 12 to 24 months. {14}------------------------------------------------ # **SCHEDULE I: COMPUTATION OF NET CAPITAL - UNDER RULE 1 Sc3-1 OF THE SECURITIES AND EXCHANGE COMMISSION** As of December 31, 2024 | | Total | |---------------------------------------------------------------------------------------------------|---------------| | NET CAPITAL | | | Total Member's Equity | \$
114,760 | | DEDUCTIONS AND/OR CHANGES | | | Non-allowable assets | 12,950 | | NET CAPITAL | 101,810 | | Less: Minimum net capital requirements at 6 2/3% of
aggregate indebtedness (\$5,000 if higher) | 5,000 | | EXCESS NET CAPITAL | \$
96,810 | | AGGREGATE INDEBTEDNESS
Accounts payable and accrued expenses | \$ | | RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL | 0 to 1 | Statement pursuant to paragraph (d)(4) of Rule 17a-5: There are no material differences between the computation of net capital presented above and the computation of net capital reported in the Company's unaudited amended Form X-17A-5, Part IIA filing as of December 31, 2024. {15}------------------------------------------------ # **SCHEDULE II: COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATING TO POSSESSION OR CONTROL UNDER RULE 15C3-3 OF THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 31, 2024** The Company is not claiming an exemption from SEC Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073 and as discussed in Q&A 8 of the related FAQ issued by SEC staff. In order to avail itself of this option, the Company has represented that it does not, and will not, hold customer funds or securities. {16}------------------------------------------------ # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM rou To SGP the Securities, Member and LLC We have reviewed management's statements for the period September 17, 2024 (date of FINRA 2 Approval) through December 31, 2024, included in the accompanying Rule 15c3-3 Exemption • < Report pursuant to SEC Rule 17a-5, in which (1) SGP Securities, LLC (the Company) did not claim \_ 0.. an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and (2) the Company is filing **thisu** ~ Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments 0 to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to include U receiving transaction-based compensation for identifying private placement of securities and; · ~ potential merger and acquisition opportunities for clients. 0 In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or ~ securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and DO promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. SGP Securities, 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 SGP Securities, LLC's compliance with the exemption provisions. A review is substantia11y 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 ref erred to above for them to be fairly stated, in all material respects, based upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34- 70073 adopting amendments to 17 C.F.R. § 240.1 ?a-5, and related SEC Staff Frequently Asked Questions. Goldman & Company, CPA's, P.C. Marietta, Georgia April 10, 2025 {17}------------------------------------------------ SGP Securities, LLC 31 Hudson Yards New York, NY 10001 > **Exemption Report December 31, 2024** SGP Securities, LLC (the "Company") is a registered broker-dealer subject to Rule l 7a-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)(l) and (4). To the best of its knowledge and belief, the Company states the following: (1) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients, and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, ( other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule l Sc2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way bases where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry P AB accounts ( as defined in Rule l Sc3-3) throughout the most recent fiscal year without exception. SGP Securities, LLC I, Steven Smith, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By:¥~::1d Steven Smith, Co-CEO ~ **Date:** *if/J()({lr!Jf:* Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.