# STONEGATE CAPITAL MARKETS, INC. X-17A-5 (2022-02-25) — Broker-dealer annual report - Company: STONEGATE CAPITAL MARKETS, INC. - Form: X-17A-5 - Filed: 2022-02-25 - Period: 2021-12-31 - Accession: 0000094645-22-000006 - CIK: 94645 - File #: 8-17359 - Type: Broker-dealer - Material weakness: No - Auditor: McBee & Co., PC - Auditor location: Dallas, TX - Contact: Marco Rodriguez - Phone: 214-987-4121 - Website: mcbeeco.com - Signed by: Marco Rodriguez (Chief Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/94645/000009464522000006/2021auditreportstonegate-.pdf --- {0}------------------------------------------------ #### **UNITED OMB APPROVAL STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C 20549** | OMB Number: 3235-0123 | |---------------------------| | Expires: Oct. 31, 2023 | | Estimated average burden | | hours per response:
12 | ## **ANNUAL REPORTS FORM X-17A-5 PART III** | SEC FILE NUMBER | | |-----------------|--| | 8-17359 | | **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 | 01/01/2021 | AND ENDING | 12/31/2021 | | | | |--------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|-------------------------------|-------------------------------------------|--|--|--| | | MM/DD/YY | | MM/DD/YY | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | Stonegate
NAME OF FIRM: | Capital
Markets,
Inc. | | | | | | | TYPE OF REGISTRANT (check all applicable
Sfl
Broker-dealer
Check here if respondent is also an OTC derivatives dealer | boxes):
Security-based swap dealer | | Major security-based swap participant | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: | (Do not use a P.O. | box no.) | | | | | | 8201
Preston
Road,
Suite | 325 | | | | | | | | (No.and Street) | | | | | | | Dallas | TX | | 75225 | | | | | (City) | (State) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO | THIS FILING | | | | | | | Marco
Rodriguez | 214-987-4121
marco@stonegateinc | | .com | | | | | (Name) | (Area Code — Telephone Number)
(Email Address) | | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports | | | | | | | | McBee
Co
& | | are contained in this filing* | | | | | | ., PC | | | | | | | | 716
Paulus
Avenue | (Name-if individual,state last,first,and middle name) | | | | | | | | Dallas | TX | 75214 | | | | | (Address) | (City) | (State) | (Zip Code) | | | | | 9/22/2009 | | 3631 | | | | | | (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)(l)(ii),if applicable. Persons who are torespond tothecollection of information containedinthis formare notrequiredtorespond unless theform displays a currently validOMB controlnumber. {1}------------------------------------------------ #### **OATH OR AFFIRMATION** #### **Marco Rodriguez** , swear (or affirm) that,to the best of my knowledge and belief,the , as of **1**/ financial report pertaining to the firm of **December 31 Stonegate.Capital Markets,. Inc** / 2Q21 \* >s true and correct. Ifurther 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. ![](_page_1_Picture_2.jpeg) | Signature^ | | |------------|--| | Title: | | **Chief Financial Officer** Notary Public ## **This filing\*\* contains (check all applicable boxes):** - (a) Statement of financial condition. - D (b) Notes to consolidated statement of financial condition. - *s/* (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). - *SI* (d) Statement of cash flows. - *M* (e) Statement of changes in stockholders'or partners' or sole proprietor's equity. - (f) Statement of changes in liabilities subordinated to claims of creditors. - *SI* (g) Notes to consolidated financial statements. - M (h) Computation of net capital under 17 CFR 240.15c3-lor 17 CFR 240.18a-l,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. - **(I) 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-l,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 exist. *s/* - (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - *S/* (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. - y (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7,as applicable. - M (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. - *s/* (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-le 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}------------------------------------------------ ### **TABLE OF CONTENTS** ### **DECEMBER 31, 2021** | | Page | |--------------------------------------------------------------------------------------------------------------------------|------| | ACCOUNTING
FIRM
OF INDEPENDENT
REGISTERED
PUBLIC
REPORT
ON THE FINANCIAL STATEMENTS | 1 | | FINANCIAL STATEMENTS | | | Financial
Condition
Statement
of | 2 | | Statement of
Operations | 3 | | Changes
Equity
Statement
of
in
Shareholder's | 4 | | Statement
of
Cash
Flows | 5 | | Statements
Notes
to Financial | 6 | | SUPPLEMENTARY INFORMATION | | | - Computation
of
Net
Capital
Schedule
I
Under Rule 15c3-l of
the Securities and Exchange Commission | 10 | | Possession
Requirements
and
-Statement
Regarding
Reserve
Schedule
II
or Control
Requirements | 11 | | ADDITIONAL REPORTS
AND
RELATED INFORMATION | | | Report of Independent Registered Public Accounting Firm on
SEC
15c3-3 Report
the
Exemption
from
Rule | 12 | | Exemotion
Reoort
Markets.Inc.'s
Stoneaate
Caoital | 13 | {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) **A Professional Corporation Certifiod** Public Accountants #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** ## **To the Board of Directors and Shareholder of Stonegate Capital Markets,Inc.** #### **Opinion on the Financial Statements** We **have audited the accompanying statement of financial condition** of **Stonegate Capital Markets, Inc. as of** December 31, 2021,the related statements of operations, changes in shareholder's equity and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion,the financial statements present fairly,in all material respects,the financial position of Stonegate Capital Markets,Inc. as of December 31, 2021, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statements are the responsibility of Stonegate Capital Markets,Inc/s management. Our responsibility is to express an opinion on Stonegate Capital Markets,Inc.'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 Stonegate Capital Markets, 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. 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 supplemental information contained in Schedule I, Computation of Net Capital Under Rule 15c3-lof the Securities and Exchange Commission ("Schedule I") and Schedule II,Statement Regarding Reserve Requirements and Possession or Control Requirements ("Schedule II") has been subjected to audit procedures performed in conjunction with the audit of Stonegate Capital Markets,Inc.'s financial statements. The supplemental information is the responsibility of Stonegate Capital Markets, Inc/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 supplemental information contained in Schedule I and Schedule II is fairly stated,in all material respects,in relation to the financial statements as a whole. *c /* **McBee & Co.,PC We have served as Stonegate Capital Markets, Inc.'s auditor since** 2008. Dallas,Texas February 25,2022 Dallas Office 718 Paulus Avenue •Dallas,Texas 75214 •214.823.35CX) www.mcbeeco.com {4}------------------------------------------------ # **STATEMENT OF FINANCIAL CONDITION** **AS OF DECEMBER 31, 2021** #### **ASSETS** | Cash | \$
109,965 | |---------------------------------------------------------------------------------------------|---------------| | Receivables
from
Affiliates | 224,022 | | Prepaid
expenses | 6,467 | | TOTAL
ASSETS | \$
340,454 | | AND
SHAREHOLDER'S
EQUITY
LIABILITIES | | | LIABILITIES | | | Accounts
Payable
-
Trade | \$
10 | | Accrued
Liabilities | 24,912 | | Total
Liabilities | 24,922 | | EQUITY
SHAREHOLDER'S | | | Value,
1,000
Stock,
Common
\$1
Par
Shares
and
Outstanding
Issued | ,000
1 | | Paid-in-Capital
Additional | 984,243 | | Accumulated
Deficit | (669,711) | | Shareholder's
Total
Equity | 315,532 | | AND
TOTAL
EQUITY
LIABILITIES
SHAREHOLDER'S | \$
340,454 | {5}------------------------------------------------ ## **STATEMENT OF OPERATIONS** ## **FOR THE YEAR ENDED DECEMBER 31, 2021** #### **REVENUE** | Alternative
Services
Fees | \$ | 220,000 | |---------------------------------------------|----|----------| | Research
Fees | | 150,000 | | Placement
Agency
Fees | | 32,120 | | Royalty
Commissions | | 1,516 | | Total
Revenue | | 403,637 | | EXPENSES | | | | Employee
Compensation
and
Benefits | | 412,243 | | Communications
and
Development | | 2,289 | | Regulatory
Expenses | | 11,212 | | Occupancy,Operating
and
Overhead | | 56,912 | | Total
Expenses | | 482,655 | | LOSS
PROVISION
BEFORE
TAXES
FOR | | (79,019) | | INCOME
EXPENSE
TAX | | | | NET
LOSS | L | (79,019) | See Notes to Financial Statements 3 {6}------------------------------------------------ #### **STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY** #### **FOR THE YEAR ENDED DECEMBER 31, 2021** | | Common Stock | | Additional
Paid-in-Capital | | Accumulated
Deficit | | Total | | |----------------------------|--------------|-------|-------------------------------|---------|------------------------|-----------|-------|----------| | Balance, January 1, 2021 | \$ | 1.000 | \$ | 890.312 | \$ | (590.693) | \$ | 300,620 | | Shareholder Contributions | | | | 93,931 | | | | 93,931 | | Net Loss | | | | | | (79,019) | | (79,019) | | Balance, December 31, 2021 | \$ | 1,000 | \$ | 984,243 | \$ | (669,711) | \$ | 315,532 | {7}------------------------------------------------ ## **STATEMENT OF CASH FLOWS** ## **FOR THE YEAR ENDED DECEMBER 31, 2021** ### **CASH FLOWS FROM OPERATING ACTIVITIES** | Net
Loss | \$ | (79,019) | |------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|--------------------| | to
to
Reconcile
Adjustments
Net
Net
Cash
Loss
Activities:
by
Operating
Provided
in)
(Used | | | | agreement
Non-cash
expense
sharing
fees | | 93,931 | | liabilities:
Change
and
operating
in
assets
payable
in
accounts
-
trade
Decrease
prepaid
Decrease
in
expenses | | (1,570)
(1,921) | | accrued
Increase
in
liabilities | | 24,912 | | Total
adjustments | | 115,352 | | Net
by
Cash
Operating
Provided
Activities | | 36,335 | | IN
CASH
AND
CASH
INCREASE
EQUIVALENTS
NET | | 36,333 | | CASH | | | | Beginning
of
Year | | 73,632 | | of
End
Year | \$
— | 109,965 | | CASH
SUPPLEMENTAL
FLOW
DISCLOSURES | | | | Income
State
Paid
Taxes | \$ | | | Capital
made
expense
in
lieu
of
sharing
fees
Contributions | \$ | 93,931 | {8}------------------------------------------------ ## **NOTES TO FINANCIAL STATEMENTS** ## **1. ORGANIZATION AND NATURE OF BUSINESS** Stonegate Capital Markets, Inc, (the "Company') was incorporated in Texas, in 1972. The Company is a broker-dealer in securities registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA). The Company's office is located in Dallas, Texas. The Company is a wholly owned subsidiary of Griffith Shelmire Partners, Inc. (the "Parent"). The Company's main source of revenue is providing research and investment banking services throughout the United States. As an introducing brokerdealer, the Company does not hold customer funds or securities. The Company is considered a Non-Covered Firm exempt from 17 C.F.R. § 240.15c3- 3 relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. The Company limits its business activities exclusively to underwriting or selling group participant on a best-efforts basis only for firm commitment offerings, private placement of securities, mergers and acquisitions, create and distribute research - no buy/hold recommendations and introduce institutional customers to other broker-dealers and receive fees. ## **2. SIGNIFICANT ACCOUNTING POLICIES** #### **Basis of Presentation** The Company is engaged in a single line of business as a securities broker-dealer, which comprises several classes of services, including agency transactions, investment advisory services, research, and institutional private placement of securities throughout the United States. #### **Use of Estimates in the Preparation of Financial Statements** 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 the assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### **Research Fees** Stonegate Capital Markets, Inc. has a contractual agreement with Stonegate Capital Partners, an affiliate, to provide research services for some of Stonegate Capital Partners' Advisory Services companies. Stonegate Capital Partners pays Stonegate Capital Markets, Inc. a monthly fee for said research services. The {9}------------------------------------------------ Company believes that the performance obligation is satisfied when individually identifiable services are provided. #### **Alternative Services Fees** Stonegate Alternative Solutions provides boutique banking, capital raising, and advisory services to the alternative asset industry and offers unique investment opportunities to institutional investors, single and multi-family offices and RIAs. The Company receives fees forits services.The Company believes that the performance obligation is satisfied when individually identifiable services are provided. #### **Placement Aaencv Fees** Investment banking revenue includes fees from raising capital and moving large blocks of stock for small-cap companies. The Company is engaged by clients and participates in selling groups to solicit institutional investors and manage the related processes of the transactions. Placement agent fees are generally recognized at the point in time that performance under the arrangement is completed, generally the closing date of the transaction #### **Royalty Commissions** Royalty commissions include payment from entities for the resale of our research and are recognized as revenue in the period services are provided. #### **Fair Value of Financial Instruments** Cash, receivables from affiliates, and accounts payable are short-term in nature and accordingly are reported in the statement of financial condition at fair value or carrying amounts that approximate fair value. #### **Receivables and Credit Policy** Receivables from affiliates are stated at the amounts management expects to collect. The carrying amounts of receivables are reduced by a valuation allowance, if needed, that reflects management's best estimate of the amounts that will not be collected. Management individually reviews all receivable balances and based on an assessment of current creditworthiness, estimates the portion of,if any, of the balance that will not be collected. Management provides for probable uncollectable amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to the respective receivable account. In Management's opinion,any potential allowance for uncollectable accounts would not be material to the Financial Statements as of December 31, 2021. {10}------------------------------------------------ ### **Income Tax** The Company files a consolidated federal income tax return with the Parent. Any resulting provision or benefit for federal income taxes is recorded as receivable from or payable to the Parent and represents the applicable share allocated to the Company, calculated at the appropriate Federal income tax rate. The Company is subject to income taxes in the state of Texas, subject to certain exemptions. In the current year, the Company had a tax loss and the Parent is not expected to utilize the loss; therefore, no adjustment for the current year income tax benefit was recorded. The Company recognizes and measures any unrecognized tax benefits in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 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 each period, unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. As of December 31, 2021, the Company believes there are no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The measurement of ## **3. NET CAPITAL REQUIREMENTS** The Company is subject to the SEC uniform net capital rule (Rule 15c3-1 ), which requires the maintenance of a minimum amount of net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed i5 to 1 (and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1 ). At December 31, 2021, the Company had net capital of \$85,043 which was \$35,043 in excess of its required net capital of \$50,000. The Company's ratio of aggregate indebtedness to net capital was 0.29 to 1 at December 31, 2021. ## **4. CONCENTRATION OF CREDIT RISK** The Company is engaged in brokerage activities in which it acts as an agent connecting small-cap companies with institutional investors. In the event a transaction closes and the small cap company does not fulfill its obligations to pay the contractual fee,the Company may be exposed to risk.The Company's financial instruments that are subject to concentrations of credit risk primarily consist of cash and affiliate receivable. The Company places its cash with one high credit quality institution. At times, such cash may be in excess of the FDIC insurance limits. The Company believes that it is not exposed to any significant risk related to cash. {11}------------------------------------------------ ### **5. CONTINGENCIES** In the ordinary course of conducting its business, the Company may be subjected to loss contingencies arising from lawsuits. Management believes that the outcome of such matters, if any,will not have a material impact on the Company's financial condition or results of future operations. #### *6.* **RELATED PARTY TRANSACTIONS** The Parent provides equipment and general and administrative services to the Company. In return, the Company pays the Parent through an expense sharing agreement. For the year ended December 31, 2021, the Company incurred expense sharing of approximately \$93,931 which were offset by capital contributions by the Parent Company. The existence of this association creates operating results anda financial position significantly different thanif the companies were autonomous. As detailedin Note 2,StonegateCapitalMarkets,Inc.has a contractual agreement with Stonegate Capital Partners, an affiliate, to provide research services for some of Stonegate Capital Partners' Advisory Sen/ices companies. Stonegate Capital Partners pays Stonegate Capital Markets, Inc. a monthly fee for said research services (\$150,000 in 2021).The existence of this association creates operating results and a financial position significantly different than if the companies were autonomous. #### **7. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS** Recently issued accounting standards that have been issued or proposed by the FASB or other standards setting bodies,are not expected to have a material impact on the Company's financial position or results of its operations. #### **8. SUBSEQUENT EVENTS** Upon evaluation, the Company notes that there were no material subsequent events between the date of the financial statements and February 25, 2022, the date that the financial statements were available to be issued. {12}------------------------------------------------ ## **SCHEDULE I** # **COMPUTATION OF NET CAPITAL UNDER RULE 15c3-l OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2021** #### **NET CAPITAL** | Qualified
Capital
Total
Shareholder's
Equity
Nef
for | \$
315,532 | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------| | Less Non-allowable
Assets | 230,489 | | Capital
Net | \$
85,043 | | AGGREGATE
INDEBTEDNESS | \$
24,922 | | COMPUTATION
OF
BASIC
NET CAPITAL
REQUIREMENT | | | Minimum
Capital
Net
2/3%
total
aggregate
Required(6
of
indebtedness) | \$
1,661 | | Capital
Minimum
Net
Dollar
Requirement
of
Reporting
or
Dealer
Broker | \$
50,000 | | Capital
Minimum
Net
Requirement | \$
50,000 | | Net
Capital
in
of
Minimum
Required
Excess | \$
35,043 | | Capital
Net
at
in
of
Minimum
Net
Required
of
Minimum
Dollar
Excess
120%
Capital
Requirement
of
Reporting
Dealer
or
Broker | \$
25,043 | | OF
RATIO
AGGREGATE
INDEBTEDNESS TO
NET CAPITAL | 0.29
TO
1 | #### **RECONCILIATION WITH COMPANY'S COMPUTATION** The above computation does not differ from the computation of net capital under Rule 15c3- **1 as of December 31, 2021 and the corresponding unaudited filing of Part IIA of the FOCUS** Report/Form X-l7A5 filed by Stonegate Capital Markets,Inc. Accordingly, no reconciliation is necessary. #### **STATEMENT OF CHANGES IN LIABILITIES TO CLAIMS OF GENERAL CREDITORS** **No statement is required as no subordinated liabilities existed at any time during the year.** {13}------------------------------------------------ #### **SCHEDULE II** ## **STATEMENT REGARDING RESERVE REQUIREMENTS AND POSSESSION OR CONTROL REQUIREMENTS** ## **AS OF DECEMBER 31, 2021** #### **EXEMPTIVE PROVISIONS** The Company is considered a Non-Covered Firm exempt from 17 C.F.R. § 240.15c3-3 relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. The Company limits its business activities exclusively to underwriting or selling group participant on a best efforts basis only for firm commitment offerings, private placement of securities, mergers and acquisitions, create and distribute research - no buy/hold recommendations and Introduce institutional customers to other broker-dealers and receive fees. The Company does not hold funds or securities. As a Non-Covered Firm, the Computation for Determination of Customer Reserve Requirements and Information Relating to Possession or Control Requirements for Customers are not required. {14}------------------------------------------------ ![](_page_14_Picture_0.jpeg) A Professional Corporation Lcrtincd Fubnc AerountinK #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** #### **To the Board of Directors and Shareholder of Stonegate Capital Markets,Inc.** We have reviewed management's statements,included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5,in which (1) Stonegate Capital Markets,Inc. ("the Company") did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and (2) 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 to underwriting or selling group participant on a best-efforts basis only for firm commitment offerings, private placement of securities, mergers and acquisitions, create and distribute research - no buy/hold recommendations and introduce institutional customers to other broker-dealers and receive fees. 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 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, December 31, 2021, without exception. Stonegate Capital Market'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 Stonegate Capital Markets, Inc/s compliance with the exemption provisions. A review is substantially 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 referred to above for them to be fairly stated, in all material respects, based on the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. McBee & Co.,PC Dallas,Texas February 25,2022 {15}------------------------------------------------ ## **Stonegate Capital Markets, Inc.'s Exemption Report** **8201 Preston Road, Suite 325 / Dallas, Texas 75225 214**-**987-4121** #### **Exemption Report** Stonegate Capital Markets, Inc. **(the "Company") is a registered broker-dealer subject to Rule 17a-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-5(d)(1 ) and (4). To the best of its knowledge and belief, the Company statesthe following:** - (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3- 3, and - (2) 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 Underwriting or selling group participant on a best efforts basis only for firm commitment offerings, Private placement of securities, Mergers and Acquisitions, Create and distribute research - no buy/hold recommendations and Introduce institutional customers to other broker-dealers and receive fees. 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 15c2-4 and/or funds received and 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; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. #### **Stonegate Capital Markets, Inc.** **I, Marco Rodriguez, swear (or affirm)that, to my best knowledge and belief, this Exemption Report istrue and correct.** **Marco Rodriguez, Chief Financial Officer January 5, 2022** Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.