# VENTUREAIDE CAPITAL, LLC X-17A-5 (2022-03-29) — Broker-dealer annual report - Company: VENTUREAIDE CAPITAL, LLC - Form: X-17A-5 - Filed: 2022-03-29 - Period: 2021-12-31 - Accession: 0001207515-22-000003 - CIK: 1753041 - File #: 8-70211 - Type: Broker-dealer - Material weakness: No - Auditor: VICTOR MOKUOLU CPA LLC - Auditor location: HOUSTON, TX - Contact: GARY CUCCIA - Phone: 732-713-9607 - Email: gary@finopcfo.com - Website: finopcfo.com - Signed by: GARY CUCCIA (PRINCPAL FINANCIAL OFFICER FINOP) Original filing: https://www.sec.gov/Archives/edgar/data/1753041/000120751522000003/ventureaidedgar.pdf --- {0}------------------------------------------------ Financial Statements and Supplemental Schedules Required by the U.S. Securities and Exchange Commission Including Independent Registered Public Accountant's Report Thereon For the Period December 7, 2020 Through December 31, 2021 {1}------------------------------------------------ ## FfNANCIAL STATEMENTS, FORM X-l 7A-5, PART Ill, SUPPLEMENTAL INFORMATION, AND REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTfNG FIRM ### DECEMBER 3 I, 2021 #### CONTENTS | FORM X-17 A-5, PART III | PAGE
I -
2 | |--------------------------------------------------------------------------------------------------------------------|------------------| | REPORT OF fNDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 3-4 | | FfNANClAL STATEMENTS | | | Statement of Financial Condition | 5 | | Staten1ent of Income | 6 | | Statement of Changes in Member's Equity | 7 | | Statement of Cash Flows | 8 | | Notes to Financial Statements 9 - I I | | | SUPPLEMENTAL fNFORMA TION -
Schedule I
COMPUTATION OF NET CAPITAL UNDER RULE 15c3-l | 12 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTfNG FIRM | 13 | | MANAGEMENT'S REPORT ON EXEMPTION | 14 | | Exemption from the Computation for Determination of
Reserve Requirements Under Rule 15c3-3 -
ScheduleJJ | 15 | | Information for Possession or Control Requirements
Under Rule 15c3-3 -
Exemption Report
-
Schedule lll | 15 | {2}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** **ANNUAL REPORTS** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMBER # **FORM X-17A-5 PART** Ill 8-7021 1 **FACING PAGE Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING **12/7 /2Q2Q** MM/DD/VY ANDENDING **12/31/2021** MM/DD/VY **A. REGISTRANT IDENTIFICATION** NAME oF FIRM: VentureAide Capital, LLC TYPE OF REGISTRANT (check all applicable boxes): ~Broker-dealer • Security-based swap dealer D Check here if respondent is also an OTC derivatives dealer • Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 32018 N 20th Ln (No. and Street) Phoenix AZ 85085 (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING GARY CUCCIA 732-713-9607 gary@finopcfo.com (Name) (Area Code - Telephone Num ber) {Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* VICTOR MOKUOLU CPA PLLC (Name - if individual, state last, first, and middle name) 1725 NICHOLE WOODS DRIVE **HOUSTON** AZ 85085 (Address) {City) (St ate) (Zip Code) 1/19/2021 6771 T" **of ReglmaMa with PCAOB)(;f applicable) FOR OFFICIAL USE ONLY** (PCAOB Reglstcatloa Nombe<, If applicable) I \* Claims for exemption from the requirement that t he 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-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. {3}------------------------------------------------ #### **OATH OR AFFIRMATION** | | swear (or affirm) that, to the best of my knowledge and belief, the
I, Gary Cuccia | | | |---|-----------------------------------------------------------------------------------------------------------------------------------------------------------|-------|--| | | 2~
financial report pertaining to the firm of VentureAide Capital, LLC | as of | | | | ~
is true and correct. I further swear (or affirm) that neither the company nor any
December 31 | | | | | 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. | | | | | ~ | | | | | S;go,Me, | | | | | | | | | | Title: | | | | | Principal Financial Officer | | | | | | | | | | Notary Public | | | | | | | | | | This filing, contains (c | | | | | ~ (a) Statement of finan | | | | • | (b) Notes to consolidated statement of financial condition. | | | | | ~ (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). | | | | | ~ (d) Statement of cash flows. | | | | | ~ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. | | | | • | (f) Statement of changes in liabilities subordinated to claims of creditors. | | | | | ~ (g) Notes to consolidated financial statements. | | | | | ~ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l
, as applicable. | | | | D | (i) Computation of tangible net worth under 17 CFR 240.18a-2. | | | | | ~ U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. | | | | D | (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. | | | | D | (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 240.15c3-1, 17 CFR 240.18a-1, 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. | | | | D | (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. | | | | • | ~ (q) Oath or affirmation in accordance with 17 CFR 240.17a-S, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. | | | | | (r) Compliance report in accordance with 17 CFR 240.l 7a-5 or 17 CFR 240.18a-7, as applicable. | | | | | ~ (s) Exemption report in accordance with 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. | | | | D | (t) Independent public accountant's report based on an examination of the statement of financial condition. | | | | | ~ (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 240.18a-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. | | | | | ~ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 | | | | D | CFR 240.18a-7, as applicable.
(x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-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). • (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.* {4}------------------------------------------------ # VICTOR MOKUOLU, CPA PLLC **Acco an 1ng** I **Adv1s01 y** I **A~s -atlce** ~ **ud1t** I Tax ![](_page_4_Picture_1.jpeg) ## **Independent Auditor's Report** To: Owners VentureAide Capital, LLC ## **Report on the Audit of the Financial Statements** ## **Opinion** We have audited the financ ial statements of VentureAide Capital, LLC, which comprise the balance sheet as of December 31, 2021, and the related statements of income, changes in stockholders' equity, and cash flows for the 13-month period December 7, 2020 (inception) through December 31 , 2021 , and the re lated notes to the financial statements (collectively referred to as the "financial statements"). In our opinion, the accompanying financial statements present fairly, in all material respects, the financ ial position of VentureAide Capital, LLC as of December 3 1, 2020, and the results of its operations and its cash flows for the 13-month period December 7, 2020 (inception) through December 3 1, 2021 in accordance 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. federa l 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 financi al 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 Schedule I below has been subject to audit procedures performed in conjunction with the audit of VentureAide Capital, LLC financial statements. The supplemental information is the responsibility of VentureAide Capita l, LLC's management. Our audit procedures included determining whether the Schedule I 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 Schedule I. In forming our opinion on the Schedule I, we evaluated whether the Schedule l, including {5}------------------------------------------------ # **VICTOR MOKUOLU, CPA PLLC Accounting I Advuo~y I .Asut..1bn.::l!** & **1-t.. dd I Tax** ![](_page_5_Picture_1.jpeg) its form and content, is presented in conformity with C.F.R. 240.17a-5, or other criteria. In our opinion, the Schedule I is fairly stated, in all materia l respects, in relation to the fi nancial statements as a whole. ## Isl **Victor Mokuolu, CPA PLLC** The year 202 1 is our first year as VentureAide Capital, LLC's auditor Houston, Texas, March 28, 2022 {6}------------------------------------------------ ## STAIBMENT OF FINANCIAL CONDITION ## DECEMBER 31 , 202 1 #### ASSETS | Cash and cash equivalents
Prepaid expenses and other assets | \$
53,972
6,683 | |----------------------------------------------------------------|-----------------------| | TOTAL ASSETS | \$
60,655 | | LIABILITIES AND MEMBER'S EQUITY | | | LIABJ LITIES
Accrued expenses and other liabilities | \$
600 | | TOTAL LIABILITIES | 600 | | MEMBERS EQUITY | 60,055 | | TOTAL LIABILITIES AND MEMBER'S EQU
ITY | \$
60,655 | The accompanying notes are an integral part of these financ ial statements. {7}------------------------------------------------ #### ST A TEMENT OF INCOME #### FOR THE PERIOD DECEMBER 7, 2020 THROUGH DECEMBER 3 1, 202 1 | REVENUES | | |---------------------|--------------| | Advisory Revenue | \$
12,000 | | TOTAL REVENUES | 12,000 | | EXPENSES | | | Insurance Expenses | 148 | | Licenses | 11 6 | | Professional Fees | 7,800 | | Regu
latory Fees | 2,762 | | TOTAL EXPENSES | 10,826 | | | \$ | | NETTNCOME | 1,
174 | The accompanying notes are an integral part of these financial statements. {8}------------------------------------------------ # STA lEMENT OF CHANGES IN MEMBER'S EQUITY # FOR THE PERIOD DECEMBER 7, 2020 TI-IROUGH DECEMBER 31 , 2021 | BALANCE -
BEGINNING OF YEAR | \$
58,88
1 | |--------------------------------|------------------| | Net income | 1,174 | | BALANCE -
END OF YEAR | \$
60,055 | The accompanying notes are an integral part of these financial statements. {9}------------------------------------------------ ## STATEMENT OF CASH FLOWS ## FOR THE PERIOD DECEMBER 7 2020 THROUGH DECEMBER 31, 2021 | OPERA TING ACTIVlTIES | | |-------------------------------------------------------------------------------|--------------| | Net income | 1,174
\$ | | Adjustments to reconcile net income to net cash used in operating activities: | | | Increase in operating assets: | | | Prepaid expenses and other assets | (6,383) | | Increase in operating liabilities: | 600 | | Accrued expenses and other liabilities | | | TOT AL ADJUSTMENTS | (5,783) | | NET CASH PROVrDED BY OPERA TING ACTIVITIES | (4,609) | | FINANCING ACTIVITIES | | | NET CASH PROVrDED BY FINANCING ACTIVITIES | | | NET INCREASE IN CASH AND CASH EQUIVALENTS | (4,609) | | BEGINNfNG OF YEAR
CASH AND CASH EQUIVALENTS - | 58,581 | | CASH AND CASH EQUIVALENTS -
END OF YEAR | \$
53,972 | The accompanying notes are an integral part of these financial statements. {10}------------------------------------------------ ## YentureAide Capital, LLC Notes to Financ ial Statements December 31, 2021 #### NOTE I ORGANIZATION AND NATURE OF BUSINESS VentureAide Capital, LLC (the "Company"), is registered as an introducing broker with the Financial Industry Regulatory Authority ("FTNRA") and the Securities and Exchange Commission ("SEC"). The Company was approved for FINRA membership on December 7, 2020. The Company was formerly organized on December 12, 2019 in the state of Arizona pursuant to the Arizona Limited Liability Company Act. The Company is owned by a principal of the firm and the principal's spouse. VentureAide Capital is a global, independent investment bank focused on creating value for middle-market businesses. The Company provides Mergers & Acquisitions and Capital Raise (equity and debt) advisory services for technology companies. ## NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES #### Basis of presentation The financial statements are presented on the accrual basis of accounting in conformity with accounting pri11ciples generally accepted in the Un ited States of America ("GAAP") as required by the SEC and FINRA. #### Use of estimates in the preparation of financial statements. The preparation of financial statements in conform ity with GAAP requires management to make estimates and assumptions that affect the reported amounts of 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. #### Income Taxes The Company is classified as a limited liability company and all taxes pass through to the members. The Company implemented ASC 740-10-65-1 for uncertain tax provisions. For the year ended December 31, 2021 the Company had no uncertain tax positions. #### Cash and Cash Equivalents The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. #### Revenue Recognition The Company implemented ASC 606 for revenue recognition. The standard provides a comprehensive, industry-neutral revenue recognition model intended to increase financ ial statement comparability across various companies, aimi ng at recognizing revenue when the entity satisfied a certain performance obligation. The Company implemented the standard {11}------------------------------------------------ ## VentureAide Capita l, LLC Notes to Financial Statements December 31, 2021 #### NOTE 2 - SIGNIFICANT ACCOUNTCNG POLICIES (Continued) in 2018. The scope of the services Lncludes commission revenue recognized on a trade date basis and advisor fees and placement fees from fundraising activities. Revenue from Contracts with Customers: Advisory Fees from Fundraising Activities and Investment Banking/Merger and Acquisition **(M&A)** Services - These services include agreements to provide advisory services to customers for which the Company c harges the customers fees. The Company provides fundra ising and investment banking/merger & acquisition advisory serv ices. The agreements with customers generally contain a non-refundable retainer or other form of upfront fee, as well as a success fee, which may be a fixed amount or represent a percentage of value that the customer receives, if and when the activity is completed ("success fee"). The retainer or other form of upfront fee often reduces any success fee subsequently invoiced upon the completion of the Company's services. The Company has evaluated its nonrefundable retainer or other form of upfront fee payments, to ensure that its fee relates to the transfer of a good or service, as a distinct performance obligation, in exchange for the retainer or other fonn of upfront fee. lfa promised good or service is not distinct, the Company combines that good or service with other promised goods or services until it identifies a bundle of goods or services that is distmct or until completion of the Company's services. In some cases, that would result in the broker-dealer accounting for a ll the services promised in a contract as a· single performance obligation and the retainer or other form of upfront fee classified as deferred revenue on the Statement of Financial Condition. As of December 3 1, 2021 the Company had no deferred revenue. The Company is evaluating new accounting standards and will implement as required. ## NOTE 3 - CONCENTRATION OF CREDIT RJSK The Company maintains cash balances at financial institutions whose accounts are insured by the Federal Deposit Insurance Corporation ("FDIC") up to statutory limits. The Company's cash ba lances may, at times, exceed statutory limits. The Company has not experienced any losses in such accounts, and management considers this to be a normal business risk. The Company received approximately 90% of its revenue from one customer. #### NOTE 4 - RELATED PARTY TRANSACTIONS There are no related party transactions. #### NOTE 5 - NET CAPITAL REQUIREMENTS The Company is subject to the Securities and Exchange Commission Un iform Net Capital Rule (SEC Rule l 5c3-l ), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not {12}------------------------------------------------ ## VentureAide Capital, LLC Notes to Financial Statements December 31 , 202 1 exceed 15 to I. The rule of the "applicable" exchange a lso provides that equity capital may not be withdrawn if the resulting net capital ratio would exceed IO to I. At December 31 , 202 1, the Company had regulatory net capital of \$53,372, which was \$48,372 in excess of its required minimum of \$5,000. The Company's percent of aggregate indebtedness to net capital ratio was 1.12%. The Company will not claim an exemption from SEA Rule I 5c3.3 in reliance on footnote 74 in SEC Release 34.70073 and as discussed in **Q&A 8** of the related FAQ issued by SEC staff. The Company has represented that it does not and will not (I) directly or indirectly receive, hold or otherwise owe funds or securities for or to customers, (2) does not and will not carry accounts of or for customers and (3) does not and will not carry PAB accounts. The Company's business activities are and will remain as described below. - Engage in the following type of businesses: - o Private placement of securities: and - o Mergers and acquisitions advisory services. ## NOTE 6 - COMMlTMENTS AND CONTINGENCIES The Company currently has no commitments and constancies. ## NOTE 7 - SUBSEQUENT EVENT The Company evaluated transaction occurring after the year ended December 31 , 2021. through March 28. 2022, the date these financial statements were available for issuance. {13}------------------------------------------------ YentureAide Capital, LLC Statement of Net Capital December 31, 202 1 ## **VENTUREAIDE, LLC** # **STATEMENT OF NET CAPITAL PURSUANT TO SEC RULE 15C3-1 12/31/2021** | TOT AL ASSETS | \$
60,655 | |--------------------------------------------------------|--------------| | TOTAL LIABILITIES | 600 | | NET WORTH | 60,055 | | LESS NON-ALLOWABLE ASSETS | 6,683 | | CURRENT CAPITAL | 53,372 | | LESS HAIRCUTS | | | !NET CAPITAL | 53,372 j | | REQUIRED NET CAPITAL (GREATER OF \$5K OR 6 2/3% OF Al) | 5,000 | | EXCESS NET CAPITAL | 48,372 | | | | | AGGREGATE INDEBTEDNESS | \$600 | | AGGREGATE INDEBTEDNESS TO NET CAPITAL | 1.12% | | MINIMUM REQUIRED NET CAPITAL | \$5,000 | | 6 2/3% OF AGGREGATE INDEBTEDNESS (12.5% 1st 12 months) | \$75 | | !DEBT/ EQUITY RATIO | NIA! | The net capital computed above and the Company's computation of net capital on its December 31 , 2021 FOCUS Report - Part IIA agree. As a result, no reconciliation is necessary. {14}------------------------------------------------ # **VICTOR MOKUOLU, CPA PLLC Acco nLL,g I AdviJ01y I A..Jsura ('.e &.. Audit I Tax** ![](_page_14_Picture_1.jpeg) ## **Report of Independent Registered Public Accounting Firm** ## **To: Owners VentureAide Capital, LLC** We have reviewed management's statements, included in the accompanying Exemption Repo1t of Brokers and Dealers ("Exemption Report") pursuant to SEC Rule I 7a-5, in which broker-dealer did not claim an exemption under paragraph (k) of 17 C.F.R. § 240. I 5c3-3, and is filing its Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because broker-dealer limits its business activities exclusively to ( 1) effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to broker-dealer, (2) receiving transactionbased compensation for identifying potential merger and acquisition opportunities for clients, and broker-dealer (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 l Sc2-4 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 broker-dealer); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Ru le l Sc3-3) throughout the most recent fisca l year without exception. 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 VentureAide Capital LLC '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 fa irly stated, in all material respects, based on the provisions set forth in Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240. l 7a-5 related to the Non-Covered Firm Provision. *Isl* **Victor Mokuolu, CPA PLLC** **Houston, Texas** **March 28, 2022** {15}------------------------------------------------ ## **VentureAide Capital, LLC's Exemption Report** **VentureAide Capital, 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.l 7a-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)(l) and (4). To the best of its knowledge and belief, the Company states the following: • 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: (1 ) effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company and (2) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients. 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 did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year. I,\_Shubha Ukhade, swear (or affirm) that, to my best knowledge and belief; this Exemption Report is true and correct. Chief Executive Officer 3 *Id-* ? *I* J. -:)-. Date 2 Footnote 74 of Release No. 34-70073 and the related SEC StaffFrequently Asked Questions contemplate a broker- dealer that: (1) does 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 l5c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where ~e funds are payable to the issuer or its agent and not to the Company); (2) does not carry accounts of or for customers; and (3) does not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year. A broker-dealer that has one or more deviations from the practices described in Footnote 74 and the SEC StaffF AQs should consider whether it is appropriate for the broker-dealer to file a compliance report as opposed to an exemption report talcing into account the nature and extent of the deviation or deviation. {16}------------------------------------------------ #### **SCHEDULE** II # **COMPUTATION FOR DETERMINATION OF THE RESERVE REQUIREMENTS UNDER THE SECURITIES AND EXCHANGE COMMISSION RULE 15c3-3** #### **December 31, 2021** 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. l 7a-5. The Company (I) 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 did not carry P AB accounts (as defined in Rule l 5c3-3) throughout the most recent fiscal year. #### **SCHEDULE lil** # **INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER THE SECURITIES AND EXCHANGE COMMISSION RULE 15c3-3** #### **December 31, 2021** 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. I 7a-5. The Company (I) 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 did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.