# ASTORIA CAPITAL MARKETS, INC. X-17A-5 (2023-03-13) — Broker-dealer annual report - Company: ASTORIA CAPITAL MARKETS, INC. - Form: X-17A-5 - Filed: 2023-03-13 - Period: 2022-12-31 - Accession: 0001062243-23-000002 - CIK: 1062243 - File #: 8-51033 - Type: Broker-dealer - Material weakness: No - Auditor: Berkower LLC - Auditor location: Iselin, NJ - Contact: John Sutton - Phone: 347-514-9075 - Signed by: John Sutton (President) Original filing: https://www.sec.gov/Archives/edgar/data/1062243/000106224323000002/acmconfidential.pdf --- {0}------------------------------------------------ FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION # FOR THE YEAR ENDED DECEMBER 31, 2022 CONFIDENTIAL {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | ANNUAL REPORTS | |----------------| | FORM X-17 A-5 | | PART Ill | 0MB APPROVAL OM8 Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities EKchange Act of 1934** | Fl LI NG FOR THE PERIOD BEGINNING _ | | __
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_ | |-------------------------------------------------------------------------------------------------------------------------------------|------------------------------|----------------------------------------------------------------|--------------|---------------------------------------------------------------------------------------------------| | | | MM/DD/YY | | MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | __
NAME OF FIRM: | | | | /l.,s,_"Tb_1< 1,_19,__,.C,.,_l1!:P:/:="IJ:::.L_11-'--'-'IJ:;R:,_K-'-'-n_s_~112=---==L.=--------- | | TY~ OF REGISTRANT (check all applicable boxes):
~ Broker-dealer
D Check here if respondent is also an OTC derivatives dealer | □ Security-based swap dealer | | | D Major security-based swap participant | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | | | | | | | {No. and Street) | | | | | M/1.J{ol-/J | | | | | | | (State) | | | | | (City) | | | (Zip Code) | | (A ((,(JL 'I IV C | C-{l (2 .,.,Y | '; S7 f
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{Area Code - Telephone Number) | e t,,tt? r'I | <:? ()l'rbiV/;tft/t , ve r
(Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING
(Name}
INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | (Name - if individual, state last, first, and middle name) | | | | | | | | | | | | (City) | (State) | {Zip Code) | | | | | | | | (Address)
of Regfmauoa w"h PCAOB){ff applfcabl,] | | | | | | l" | | FOR OFFICIAL USE ONLY | | | accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.l 7a-S(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. {2}------------------------------------------------ #### **OATFIOR AHIRMATION** r,- .J) H IV \$\_v7TO/.} \_ . , swear {or affirm} that, to the best of my kr:iowleclge and belief, the finan.cial repQr:t pert<1folng to the firm of . *li-1,r;')t!.tA r;,,u;/74-1.., l,'f/4t;K€Tr I~ L* , as of , *!>le.-,,:* /'1 *(lc:/':J..* ~ *l* , 20~1:::: ... ls true and correct. l furthe( swear (Qr affirm) that ni:;ither the co,npany nor any partner, officer, oirector, or equivalent person, as th~ case may be, has any proprie.tary interestin any account classified solely as. tliato'fa c1:J.Stomer.. Title: ~· /(\_ **tS** \~ **"1\** ~ q ...... , \ 1 '; *;···-~:·'ci* ~~~: EMMANUELANAGNOSTOU \_,,, *.b>,* **~ - - 0 . (1Yl Notes-to c;:onsolii:!ated statel"(lent of financial condition. , J::•:\-t . ..-\_-:"<\, **pit•** '- *1* - ef' (c).,S~~tenwnro.f income,(loss1 or, if the-r~is other compr;ehensiye inr.omein,\_\_~rjr -~t~'P,f.e'.Sent-e.d, a stafeme11t of com,prehensh,1/i 11'}.coniJ (as-defined in § Z,10.1·02 of Regulation \$-X). " -- ;:.\_,.,,· - -fi' '{d) Staten;-ent ~f!:geSh flows. - *t;V* M.-Statem~ntof chan11e.s in stockholders' or·parthers' or s-ole p:roprletot.,s equity. - ·s. (fJ St~ternen\_t ofcH:.nges i0 ifabjlltie.s sutiordin<)te.d to-claims of creditors. - e:1 (g} Notes to t:onsollda.ted financial:statem.ents. - CJ' (IT} Cornput9tlo.n of net c:ap~tal under 1..7 CFR 24°0-l\$c3c1 or 17 CFR 240.lSa-l, ;is applicable. - p m Compritatlon o-ftarrgtble net worth under17 CFR 240.1&-2. - **{ij(** Ul comp.utatiOn for d~terminqtlon of cus,t9mer reserve requlrements p Lirsvant to Exhibit A to J.7 CFR 240,lSc:3-3. - 0 .(1,)-Co6,p.utatioi:r for determination of sewr\-t\_y-bro;M S'Wap•ri?se'r-ve requirements purwant to Exhibit B to 17 CFR 240.15c3-3 or J:'J!hlbit *f\* ton CFR 240.i8a-4, a~ appUcal:ire. - Q {l) .())mpu:tation f.or\_ Determination ct:f PAS ftequirenients tlnder Exhibit A to,§ 240.15c3-,;l. - Q' -{ml lnf~rmation\_ relating to possti,!;sioo or control fequirernent.s tor customers L(nder 11 CFR 240.15c3-3. - D (n) Information .relating to possession or control requirements.for security-based swi;ip cu-storners under 17 CPR 240.1:5c'3•3(plf2: or 17 tFR 240 .. lSa-.4, a!'. a\_pplicable. - cf fol Reconciltations; incJuding ·appropriate expl.inations, of the FOCUS Rep-ort with comput-::ition of net capital or tangible net worth \_under 17 .CAA 240.iSc:3-1, 17 CFR 240.l8a-l, or p GR 240.18a~2, *as* applicable, and the reserve retiuiretnents unde,· 17 CFR 240J.Sc3,3 or 17 CFR 2AfL18a,-4, as applicable, if material differences ~ist, or a statement that no material differente.s 'exis.~ - p . (WSUJ:nm17 Cff(\_2'1-0.18a-1,.as applicable. - ~ (x) Supplerner'\tal.reports or, applying agreetl--tH:ion\_proce.mdei· *17* CFR 240;;1. 7a-ll{k). 0 ('!}Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - *\*\*To rcqvest confitLentid/ treatment crf certain* porl:ions of *this fJHng, 5,ee* J7 *0:R* 240SJo-5{el(3) *or 17* CJ:R *240,180:* ~{d}(2), *as* applicable. {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Shareholders of Astoria Capital Markets, Inc.: #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Astoria Capital Markets, Inc. (the "Company") as of December 31, 2022, the related statements of operations, changes in shareholders' equity, and cash flows for the year ended December 31, 2022, 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 the Company as of December 31 , 2022, 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 the Company's management. Our responsibility is to express an opinion on the Company'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. #### **Supplemental Information** The supplemental information (Computation of Net Capital Pursuant to SEC Rule 15c3-1; Computation for Determination of Reserve Requirements Pursuant to SEC Rule 15c3-3; and Information Relating to Possession or Control Requirements Pursuant to SEC Rule 15c3-3) (the "Supplemental Information") has been subjected to audit procedures performed in conjunction with the audit of the Company's Financial Statements. The Supplemental Information is the responsibility of the Company'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 is fairly stated, in all material respects, in relation to the Financial Statements as a whole. We have served as the Company's auditor since 2018. Berkower LLC lselin, New Jersey March 8, 2023 {4}------------------------------------------------ # CONTENTS SECTION I # REPORT PURSUANT TO RULE 17a-5{d) OF THE SECURITIES AND EXCHANGE COMMISSION | | PAGE | |--------------------------------------------------------------------------------------------------------------------------------------------------|------| | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 | | STATEMENT OF FINANCIAL CONDITION | 2 | | STATEMENT OF OPERATIONS | 3 | | STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY | 4 | | STATEMENT OF CASH FLOWS | 5 | | NOTES TO FINANCIAL STATEMENTS | 6-10 | | SUPPLEMENTAL INFORMATION
Computation of Net Capital Under SEC Rule 15c3-1 | 11 | | Computation for Determination of the Reserve Requirements
Under SEC Rule 15c3-3
Information Relating to Possession or Control Requirements | | | Under SEC Rule 15c3-3 | 12 | | SECTION II
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 13 | | EXEMPTION REPORT | 14 | {5}------------------------------------------------ #### STATEMENT OF FINANCIAL CONDITION #### DECEMBER 31, 2022 | | ASSETS | | |-----------------|--------|-------------| | Cash | | \$ 271 ,077 | | Fees receivable | | 109,779 | | | | | | TOT AL ASSETS | | \$ 380,856 | #### LIABILITIES AND SHAREHOLDERS' EQUITY | | | LIABILITIES | | |--|--|-------------|--| | | | | | | Accrued expenses and other liabilities | | \$
12,656 | |--------------------------------------------------------------------|--------------------|--------------| | SHAREHOLDERS' EQUITY
Common stock, par value \$1 .00 per share; | | | | authorized 2,000 shares; issued and outstanding | | | | 85 shares
Additional paid-in-capital | \$
85
45,915 | | | Retained earnings | 333,200 | | | Treasury stock, at cost, 15 shares | (11 ,000) | | | TOTAL SHAREHOLDERS' EQUITY | | 368,200 | | TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | | \$ 380,856 | See accompanying notes. {6}------------------------------------------------ #### STATEMENT OF OPERATIONS #### FOR THE YEAR ENDED DECEMBER 31 , 2022 | REVENUE | | | |----------------------------------------------|-----------------|-------------| | Fee income | | 1,299,982 | | Interest income | | 6 | | | | | | TOTAL REVENUE | | 1,299,988 | | | | | | EXPENSES | | | | Order management system fees | \$
1,246,000 | | | Professional fees | 32,163 | | | Rent and occupancy | 5,775 | | | Dues and subscriptions | 474 | | | Regulatory Fees | 6,739 | | | Office supplies and expenses | 5,602 | | | | | | | TOTAL EXPENSES | | 1,296,753 | | | | | | | | | | NET PROFIT BEFORE PROVISION FOR INCOME TAXES | | 3,235 | | | | | | PROVISION FOR INCOME TAXES | | | | State and Local | | 715 | | | | | | | | | | NET INCOME | | \$
2,520 | | | | | See accompanying notes. 3 {7}------------------------------------------------ #### STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY #### FOR THE YEAR ENDED DECEMBER 31, 2022 | | TOTAL | COMMON
STOCK | ADDITIONAL
PAID-IN
CAPITAL | RETAINED
EARNINGS | TREASURY
STOCK | |----------------------------------------------|---------------|------------------|----------------------------------|----------------------|-------------------| | SHAREHOLDERS' EQUITY -
December 31 , 2021 | \$ 365,680 | \$
85 | \$
45,915 | \$
330,680 | \$
(11,000) | | Net Income | 2,520 | | | 2,520 | | | SHAREHOLDERS' EQUITY -
December 31, 2022 | \$
368,200 | \$
85
==== | \$
45,915 | \$
333,200 | \$
(11,000) | {8}------------------------------------------------ #### STATEMENT OF CASH FLOWS #### FOR THE YEAR ENDED DECEMBER 31 , 2022 #### CASH FLOWS FROM OPERATING ACTIVITIES | Net Income | | \$
2,520 | | |-----------------------------------------------------------------------------------------|-------|-------------|--| | | | | | | Adjustments to reconcile net income to
net cash provided in operating activities: | | | | | (Increase) decrease in operating assets:
Fees receivable | 8,413 | | | | Increase (decrease) in operating liabilities:
Accrued expenses and other liabilities | 2,108 | | | | TOTAL ADJUSTMENTS | | 10,521 | | | NET CASH PROVIDED BY OPERATING ACTIVITIES | | 13,041 | | | CASH AT BEGINNING OF YEAR | | 258,036 | | | CASH AT END OF YEAR | | \$ 271 ,077 | | SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | Cash payments during the year for: | | |------------------------------------|-----------| | Interest | \$ | | Income taxes | \$
715 | See accompanying notes. {9}------------------------------------------------ # NOTES TO FINANCIAL STATEMENTS ### DECEMBER 31 , 2022 ### 1. ORGANIZATION AND NATURE OF BUSINESS Astoria Capital Markets, Inc. (the "Company") was organized in the State of Delaware in March 1998 and began doing business in New York as a registered broker-dealer in securities with the Securities and Exchange Commission (the "SEC") in November 1998. The Company is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). In this capacity, the Company operates an electronic order management system to facilitate its customers' order management of exchange listed and over-thecounter securities. In the normal course of its business, the Company enters into financial transactions where the risk of potential loss due to changes in market (market risk) or failure of the other party to the transaction to perform (credit risk) exceeds the amounts recorded for the transaction. The Company's policy is to continuously monitor its exposure to market and counter party risk through the use of a variety of financial, position and credit exposure reporting and control procedures. In addition, the Company has a policy of reviewing the customer and/or other counterparty with which it conducts business. ### 2. SIGNIFICANT ACCOUNTING POLICIES The Company maintains its books and records on an accrual basis in accordance with accounting principles generally accepted in the United States of America ("GAAP")as set forth in the Financial Accounting Board's ("FASB'') Accounting Standards Codification ("ASC"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in determining reported financial position, results of operations and cash flows, as well as related disclosures. Actual results could differ from these estimates. {10}------------------------------------------------ ### NOTES TO FINANCIAL STATEMENTS (continued) ### DECEMBER 31 , 2022 # 2. SIGNIFICANT ACCOUNTING POLICIES (continued) Securities owned are recorded at fair value in accordance with the fair value hierarchy established by GAAP. 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 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 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities the company has the ability to access. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for the asset or liability and rely on management's judgment as to the best assumptions and inputs for fair valuation purposes. The valuation levels are not necessarily an indication of risk or liquidity associated with the underlying investments. Fees receivable balances are stated at net realizable value. An allowance for doubtful accounts is recorded, if appropriate, based upon the Company's assessment of relevant collectability factors, in accordance with ASC 326 Financial Instruments - Current Expected Credit Losses ("CECL'?. This standard requires the immediate recognition of estimated credit losses expected over the life of applicable financial assets. The Company's CECL evaluation considers factors such as historical experience; credit quality; terms; balances; current and projected economic conditions; and other relevant collectability matters. The Company's evaluation determined that an allowance for doubtful accounts was not required as of December 31 , 2022. {11}------------------------------------------------ # NOTES TO FINANCIAL STATEMEMTS (continued) DECEMBER 31, 2022 #### 3. CASH The Company maintains its cash in bank deposit accounts. Funds deposited with a single financial institution are insured up to \$250,000 in the aggregate by the Federal Deposit Insurance Corporation ("FDIC"). At times, cash balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts. The Company has defined cash equivalents as highly liquid investments with original maturities of less than three months. There were no cash equivalents as of December 31, 2022. #### 4. REVENUE RECOGNITION The Company recognizes revenue in accordance with ASC 606 Revenue from Contracts with Customers which requires that an entity recognize revenue to depict the transfer of promised services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those services. The guidance requires an entity to follow a five-step model to (a) identify the contracts with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The Company recognizes Fee income from customers' use of its securities order management system when earned, meaning that the Company has completed its performance obligations as stated in the customer agreement, as well as that substantially all the income recorded is likely to be collected. Fee income is generally computed on a per share basis for customer trades placed through the Company's electronic order management system. The Company's performance obligations are considered satisfied and Fee income earned on the securities trade date. The Company bills customers each month-end. Four customers represented 92% of revenues for the year ended December 31 , 2022, as follows: 58%; 13%; 13% and 8%. These four customers represented 94% of Fees receivable at December 31 , 2022 as follows: 30%, 7%; 32%; and 25% respectively. {12}------------------------------------------------ # NOTES TO FINANCIAL STATEMEMTS (continued) # FOR THE YEAR ENDED DECEMBER 31, 2022 #### 5. INCOME TAXES The Company is recognized as an S-Corporation by the Internal Revenue Service. As an S-Corporation, the Company is subject to New York City General Corporation Tax and a New York State surcharge, while the shareholders are liable for federal and state income taxes on the Company's taxable income. Uncertain tax positions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained "when challenged" or "when examined" by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense and liability in the current year. The tax years that remain subject to examination are, 2019 to date. For the year ended December 31, 2022, management has determined that there are no material uncertain income tax positions. #### 6. COMMITMENTS AND CONTINGENT LIABILITIES The Company had no underwriting commitments, no contingent liabilities and had not been named as a defendant in any lawsuit at December 31 , 2022 or during the year then ended. # 7. RELATED PARTY TRANSACTIONS The Company has entered an agreement with Sutton Consulting Group, Inc. ("SCG"), a related party by common ownership, for the usage of SCG's Happy Trader Order Management System. For the year ended December 31 , 2022, the System usage fees amounted to \$1 ,246,000, which included the System's operating, maintenance, repairs and customer support costs. Under a separate expense sharing agreement, the Company reimburses SCG for its share of telephone, rent and utilities costs, which totaled \$1 0,571 for the year ended December 31 ,2022. No amounts were due to or due from SCG as of December 31 , 2022. {13}------------------------------------------------ ### NOTES TO FINANCIAL STATEMENTS (continued) ### DECEMBER 31, 2022 #### 8. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company is subject to ongoing revisions to the GAAP standards in effect applicable to the preparation of its financial statements. The Company has either evaluated or is currently evaluating the impact of pending FASB pronouncements. The Company believes that these future standards will not have a material impact on its financial statements. ### 9. NET CAPITAL REQUIREMENTS The Company is subject to the SEC's Net Capital 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. Further, equity capital may not be withdrawn, or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At December 31 , 2022, the Company had net capital of \$258,421 which exceeded the minimum requirement of \$5,000 by \$253,421. The Company's ratio of aggregate indebtedness to net capital was 0.05 to 1. #### 10. COVID-19 The COVID-19 pandemic has significantly disrupted global economic activity since the 1st quarter of 2020. The Company is unable to determine COVID-19's effect to-date or in the future on the Company's business and results. ### 11. SUBSEQUENT EVENTS Subsequent events have been evaluated through the date that these financial statements were issued. No matters were required to be recorded or disclosed in these financial statements. {14}------------------------------------------------ #### COMPUTATION OF NET CAPITAL UNDER SEC RULE 15c3-1 | Shareholders' equity | | \$
368,200 | |----------------------------------------------------------------------------------------------------|-----------------------|---------------| | Non-allowable Fees receivable | | 109,779 | | NET CAPITAL | | 258,421 | | greater of
NET CAPITAL REQUIREMENT -
6 2/3% of aggregate indebtedness
Minimum net capital | \$
844
\$ 5,000 | 5,000 | | EXCESS NET CAPITAL | | \$
253,421 | | AGGREGATE INDEBTEDNESS
Accrued expenses and other liabilities | | \$
12,656 | | RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL | | 0.05 TO 1 | #### DECEMBER 31 , 2022 There were no material differences between the above computation and the computation included in the Company's corresponding unaudited Form X-17 A-5 Part I IA filing of December 31 , 2022 See Report of Independent Registered Public Accounting Firm and Notes to Financial Statements {15}------------------------------------------------ # COMPUTATION FOR DETERMINATION OF THE RESERVE REQUIREMENTS UNDER SEC RULE 15c3-3 AND INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER SEC RULE 15c3-3 DECEMBER 31, 2022 #### **COMPUTATION FOR DETERMINATION OF THE RESERVE REQUIREMENTS UNDER SEC RULE 15c3-3** The Company was not subject to the reserve requirements of SEC Rule 15c3-3 as of December 31 , 2022 because it operated in accordance with Footnote 74 of SEC Release No. 34-70073 without exception. #### **INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER SEC RULE 15c3-3** The Company was not subject to the possession or control requirements of SEC Rule 15c3-3 as of December 31 , 2022 because it operated in accordance with Footnote 74 of SEC Release No. 34-70073 without exception. See Report of Independent Registered Public Accounting Firm and Notes to Financial Statements {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) 517 Route One, Suite 4103 lselin, NJ 08830 **1.1'** (732) 781-2712 berkower.io # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors of Astoria Capital Markets, Inc.: We have reviewed management's statements, included in the accompanying Astoria Capital Markets, Inc. Exemption Report for the year ended December 31, 2022 pursuant to Rule 17 C.F R. § 240.17a-5 of the Securities and Exchange Commission, in which Astoria Capital Markets, Inc. (the "Company") (1) stated that the Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and that the Company is filing an exemption report relying on Footnote 74 of the Securities and Exchange Commission ("SEC") Release 34-70073 adopting amendments to 17 C.F.R. § 240 17a-5, because the Company limits its business activities exclusively to electronic order management systems and the Company (i) 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), (ii) did not carry accounts of or for customers, and (iii) did not carry PAB accounts (as defined in Rule 15c3-3) and (2) the Company stated that the Company met the identified Footnote 7 4 provisions throughout the most recent fiscal year without exception. The Company's management is responsible for compliance with the provisions set forth in 17 C.F.R. § 240.17a-5 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 the Company's compliance with the provisions set forth in 17 C.F.R. § 240.17a-5. 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. Berkower LLC lselin, New Jersey March 8, 2023 {17}------------------------------------------------ # **ASTORIA CAPITAL MARKETS, INC. EXEMPTION REPORT** #### **YEAR ENDED DECEMBER 31, 2022** Astoria 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 states the 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 SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.1 ?a-5 because the Company limits its business activities exclusively to electronic order management systems and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (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. Astoria Capital Markets, Inc. I, John Sutton, swear that to my best knowledge and belief, this Exemption Report is true and correct. **By:~~** Title: CEO March 8, 2023 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.