SEC Division of Trading and Markets no-action letter: The Carney Group, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
TRADING AND MARKETS

May 29, 2026

Mr. Thomas F. Carney, Jr.
President and Chairman
The Carney Group, Inc.
135 SE 5th Avenue
Suite 202
Delray Beach, FL 33483

Re: Audited Annual Reports under Rule 17a-5(d)

Dear Mr. Carney:

We have received your letter of May 15, 2026 (“Letter”), in which you request, on behalf of The Carney Group, Inc. (“the Firm”), relief from the requirement that the Firm file audited annual reports for its fiscal year ending December 31, 2025.1 Based on the representations that the Firm made in the Letter, the Division of Trading and Markets (“Division”) staff will not recommend enforcement action to the Commission if the Firm does not file audited annual reports for the fiscal year ended December 31, 2025 in the circumstance where the Firm’s Form BDW becoming effective 60 days after its filing, in accordance with Rule 15b6-1(b).2

This Division staff position is based strictly on the facts and circumstances stated in the Letter. Any different facts or circumstances from those set forth in the Letter may require a different response. Furthermore, this response expresses the Division staff’s position regarding enforcement action only and does not purport to express any legal conclusions on the question presented. The Division staff expresses no view with respect to any other questions that the proposed activities may raise, including the applicability of any other federal, state, or foreign laws or self-regulatory organization rules. This position is subject to modification or revocation at any time.

Sincerely,

[Signature]

Raymond Lombardo
Assistant Director
Division of Trading and Markets

cc: Alexandria Brindley, FINRA

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1 See 17 CFR 240.17a-5(d)(5).
2 17 CFR 240.15b6-1(b).

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The Carney Group
INCORPORATED
MEMBER: FINRA

INVESTMENT BANKERS
135 SE 5TH AVENUE
SUITE 202
DELRAY BEACH, FL 33483
561-330-8140 (telephone)
561-330-8233 (fax) tcarney@thecarneygroup.com

May 15, 2026

Timothy C. Fox, Esq.
Senior Special Counsel, Division of Trading and Markets Securities and Exchange Commission Washington, DC

Re: The Carney Group, Inc. / Request for Audit Waiver

Dear Mr. Fox:

As you are probably aware, The Carney Group, Inc. (the “Firm”) filed its Form BDW on March 31, 2026 to formally withdraw its broker-dealer registration with the SEC. The Carney Group ceased all its securities business as of December 31, 2025.

As you may be aware, the firm underwent an SEC audit in early 2025. The results of that audit reflected that the Firm has had no income and no customers for ten years. One hundred percent (100%) of the firm's operating costs are paid by "paid-in-capital" from the principal stockholder - me. There are no other employees or shareholders.

For the record:

(i) The Firm is not subject of or named in any investment related investigation, investment related consumer initiated complaint, or investment related private civil litigation;

(ii) The Firm does not owe any money or securities to any customer or broker-dealer;

(iii) The Firm does not clear transactions does not carry customer accounts and is not a broker-dealer that effectuates financial transactions with customers in accordance with paragraph (k)(2)(i) of Rule 15c3-3;

(iv) The Firm's fiscal year end is December 31st;

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(v) The Firm has not had any customers, nor has it acted as a custodian for any assets, during the last 10 years;

(vi) The Firm was eligible for the 30-day extension to the audited annual report due date that as the subject of 2021 Commission order; and

(vii) Whether FINRA staff (specifically, Alexandria Bindley, who confirmed in writing) does NO object to the SEC staff's issuance of the no-action letter.

I am no longer in a position to fund the firm. The firm has no income, no customers, and no ongoing business activity. The year 2025, like the eight years prior, reflects no income activity and, on average, only six transactions, most of which were the payment of fees to FINRA, SIPC, or the firm's auditor.

Conducting an audit under these circumstances would necessitate a charge of $10,000 by our Public Company Accounting Oversight Board (PCAOB) accountant, a substantial expense considering the firm's current state of inactivity and the absence of financial data to examine. I am not in a position to fund a $10,000 audit for the limited number of transactions conducted in 2025.

Given these factors, we respectfully request the consideration of no action relief from this year's audit requirement

Thank you for your time and consideration.

Thank you very much.

THE CARNEY GROUP, INC.

By: [Signature]
Thomas F. Carney, Jr., President/Chairman

cc: James Wintering (SEC)
Alexandria Brindley (FINRA)

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