The Carney Group, Inc.

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SECURITIES AND EXCHANGE

MCMXXXIV . NOISS

DIVISION OF
TRADING AND MARKETS

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

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,
Rayund S. Inbando
Raymond Lombardo
Assistant Director
Division of Trading and Markets

cc:
Alexandria Brindley, FINRA

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: Homablement

Thomas F. Carney, Jr., President/Chairman

cc:

James Wintering (SEC)

Alexandria Brindley (FINRA)