# SGMA CAPITAL MARKETS LIMITED X-17A-5 (2023-02-21) — Broker-dealer annual report - Company: SGMA CAPITAL MARKETS LIMITED - Form: X-17A-5 - Filed: 2023-02-21 - Period: 2022-12-31 - Accession: 0001324301-23-000003 - CIK: 1324301 - File #: 8-66911 - Type: Broker-dealer - Material weakness: No - Auditor: Phillip V. George, PLLC - Auditor location: Celeste, TX - Contact: Nicholas Sheumack - Phone: 646-681-6349 - Email: nsheumack@sheumackqma.com - Website: sheumackqma.com - Signed by: Nicholas Sheumack (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1324301/000132430123000003/2022sgmacmauditreport-.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB APPROVAL 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 | |---------|-----------------| | 8-66911 | | **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 | 01/01/2022 | AND ENDING | 12/31/2022 | | | | |-----------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|------------------------------------|--------------------------|--------------------------------------------|--|--| | | MM/DD/YY | | | MM/DD/YY | | | | | A. REGISTRANT
IDENTIFICATION | | | | | | |
SGMA
Capital
r
NAME OF
FIRM: | Markets
Limited | | | | | | | all
TYPE OF REGISTRANT (check
applicable
K
Broker-dealer
Security-based
Check here if respondent is also an OTC derivatives | boxes):
swap
dealer
dealer | Major
security-based | | swap participant | | | | ADDRESS OF PRINCIPAL PLACE | not
OF BUSINESS: (Do
use a P.O. box | no.) | | | | | | 757
Third
Avenue,
21st
Floor | | | | | | | | | (No. and Street) | | | | | | | New
York | NY | | 10017 | | | | | (City) | (State) | | (Zip Code) | | | | | PERSON TO CONTACT
WITH REGARD | TO THIS FILING | | | | | | | Nicholas
Sheumack | 646-681-6349 | nsheumack@sheumackqma.com | | | | | | (Name) | (Area Code -Telephone Number) | | (Email Address) | | | | | | B. ACCOUNTANT
IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC
ACCOUNTANT whose | reports
are | in
this
filing*
contained | | | | | | Phillip
V.
George,
PLLC | | | | | | | | (Name -if | individual, state last, first, and middle name) | | | | | | | 5179
CR
1026 | Celeste | | TX | 75423 | | | | (Address)
02/24/2009 | (City) | 3366 | (State) | (Zip Code) | | | | (Date of Registration with
PCAOB)(if applicable) | | | | (PCAOB Registration Number, if applicable) | | | | | FOR OFFICIAL USE ONLY | | | | | | | * Claims for exemption from
the requirement that
accountant must be supported by a statement
CFR 240.17a-5(e)(l)(ii), if applicable. | the annual reports be covered by the reports
of facts and circumstances relied on as the basis of the exemption. See 17 | | of an independent public | | | | Persons who are to respond to the collection of information containedin this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ ### **OATH OR AFFIRMATION** Nicholas Sheumack *j* swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of SGMA Capital Markets Limited , as of December 31 , 2 022 , jS true and correct. I further 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 ad as that of a customer. :cbunt classified solely Chief Executive Officer tioiaiy Public, State of New YCHA .. NO, 03-4996849 Notary Nnta™Prfhlir Qualified In Bronx County r^Dlic cwt n)ed ln westchesterjCoun Commission Expire\* # This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - (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. - x (g) Notes to consolidated financial statements. - (h) Computation of net capital under 17 CFR 240.15c3-l or 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. - (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-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (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. - (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}------------------------------------------------ #### **SGMA CAPITAL MARKETS LIMITED** #### **FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION** **YEAR ENDED DECEMBER 31, 2022** {3}------------------------------------------------ #### **SGMA CAPITAL MARKETS LIMITED** #### **FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION** #### **YEAR ENDED DECEMBER 31, 2022** #### **TABLE OF CONTENTS** | Report
of
Independent
Registered
Public
Accounting
Firm | | | |--------------------------------------------------------------------------------------------------------|-----|--| | FINANCIAL
STATEMENTS: | | | | of
Statement
Financial
Condition | 2 | | | Statement
of
Operations | 3 | | | Statement
of
Changes
in
Stockholder's
Equity | 4 | | | Statement
of
Cash
Flows | 5 | | | to
Notes
Financial
Statements | 6-8 | | | Schedule
Supplemental
pursuant
I:
information
to
Rule
17a-5 | 9 | | | of
Report
Independent
Registered
Public
Accounting
Firm
On
Exemption
Report | 10 | | | SGMA
Capital
Markets
Limited
Exemption
Report | 11 | | {4}------------------------------------------------ # Phillip V. George, pllc CertifiedPublic Accountant ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** Board of Directors SGMA Capital Markets Limited #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of SGMA Capital Markets Limited, formerly Niagara International Capital Limited, as of December 31, 2022, the related statements of operations, changes in stockholder'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 SGMA Capital Markets Limited 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 SGMA Capital Markets Limited's management. Our responsibility is to express an opinion on SGMA Capital Markets Limited'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 SGMA Capital Markets Limited 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 has been subjected to audit procedures performed in conjunction with the audit of SGMA Capital Markets Limited's financial statements. The supplemental information is the responsibility of SGMA Capital Markets Limited'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 1 7 C.F.R. §240.1 7a-5. In our opinion, the supplemental information contained in Schedule I is fairly stated, in all material respects, in relation to the financial statements as a PHILLIP V. GEORGE, PLLC We have served as SGMA Capital Markets Limited's auditor since 2019. Celeste, Texas February 2, 2023 {5}------------------------------------------------ # **SGMA CAPITAL MARKETS LIMITED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022** | Assets | | |---------------------------------------------------------------------------------------------------------|-------------| | Cash | \$1,025,541 | | Prepaid
expenses | 8,537 | | | | | Total
Assets | SI.034.078 | | Liabilities
Equity
and
Stockholder's | | | Liabilities | | | payable
Accounts | \$
2,025 | | stock,
value,
\$1,250
share,
200
shares
par
stated
value
per
Common
no | | | authorized,
4
shares
issued
and
outstanding | 5,000 | | paid-in
Additional
capital | 1,536,170 | | Accumulated
deficit | (509,117) | | Total
stockholder's
equity | 1,032,053 | | Total
Liabilities
Stockholder's
and
Equity | \$1,034,078 | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ # **SGMA CAPITAL MARKETS LIMITED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2022** | Revenues: | | |----------------------------------------------------------------------|-----------------| | acquisition
services
Merger
and | \$
2,724,635 | | Interest
income | 1,370 | | | | | Total
Revenues | 2,726,005 | | | | | Expenses: | | | related
costs
Compensation
and | 2,452,171 | | administrative
services
-
related
Office
and
party | 68,268 | | | | | Professional
fees | 19,172 | | Regulatory
fees | 12,564 | | Other
expenses | 133 | | Total
Expenses | 2,552,308 | | | | | provision
Net
income
before
for
income
taxes | 173,697 | | Current
income
taxes | 576 | | | | | Net
Income | \$
173,121 | The accompanying notes are an integral part of these financial statements. {7}------------------------------------------------ # **SGMA CAPITAL MARKETS LIMITED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY YEAR ENDED DECEMBER 31, 2022** | | Additional
Common
Paid-in | | Accumulated | | | |--------------------------------------|---------------------------------|-------|-----------------|-----------------|-----------------| | | | Stock | Capital | Deficit | Total | | 31,
December
Balances,
2021 | \$ | 5,000 | \$
1,536,170 | \$
(682,238) | \$
858,932 | | Net
Income | | - | - | 173,121 | 173,121 | | 31,
Balances,
December
2022 | \$ | 5,000 | 1,536,170
\$ | \$
(509,117) | \$
1,032,053 | The accompanying notes are an integral part of these financial statements. {8}------------------------------------------------ # **SGMA CAPITAL MARKETS LIMITED STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2022** | Cash
flows
from
operating
activities: | | | |---------------------------------------------------------------|-----------------|--| | Net
income | 173,121 | | | to
Adjustments
required
reconcile
net
income | | | | to
cash
by
operating
provided
activities: | | | | assets
Change
and
in
liabilities: | | | | Decrease
in prepaid
expenses | 1,361 | | | Decrease
in accounts
payable | (7,895) | | | Net
cash
by
provided
operating
activities: | 166,587 | | | Net
in cash
increase | 166,587 | | | -
Cash
of
year
beginning | 858,954 | | | of
Cash
end
year
- | \$
1,025,541 | | | ofCash
Supplemental
Flow
Disclosures
Information: | | | | :
Cash
paid
during
the
year
for | | | | Income
taxes | \$
576 | | | Interest | \$ | | | | | | The accompanying notes are an integral part ofthese financialstatements. {9}------------------------------------------------ ## **SGMA CAPITAL MARKETS LIMITED NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022** ## **Note 1 - Nature of business:** SGMA Capital Markets Limited (formally Niagara international Capital Limited)(the "Company"), was organized in May 2007 as a New York limited liability company. The Company is a wholly owned subsidiary of Rossendale Group, Inc. (the "Parent"), a New York corporation. The Company is registered as a broker-dealer with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and Securities Investor Protection Corp. ("SIPC"). 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 receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients. The Company's operations consist of providing merger and acquisition services, through referrals from Sheumack & Co. SGMA, LLC ("Sheumack"), a related party. # **Note 2 -Summary of significant accounting policies:** ### **Use of estimates:** The preparation of financial statements in conformity with U.S. 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. ## **Revenue recognition:** Revenue from contracts with customers includes advisory services on mergers and acquisitions (M&A). The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment isrequired to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Revenue for M&A advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed, generally the closing date of the transaction. {10}------------------------------------------------ ## **SGMA CAPITAL MARKETS LIMITED NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022** # **Note 2 -Summary of significant accounting policies (continued):** #### **Income taxes:** The Company had elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code ("IRC") and the Parent has elected under the IRC for the Company to be treated as a qualified Subchapter S Subsidiary ("Qsub") of the Parent. Under the Qsub election, the Company is disregarded for federal tax purposes; therefore, all taxable income or loss flows through to the Parent's S-corporation tax return, resulting in all the federal tax liabilities or benefits relating to the operations of the Company and the Parent passing through to the individual shareholders of the Parent; therefore, federal income taxes are not payable by, or provided for, the Company. The Company is subject to state income taxes. # **Note 3 -Net capital requirement:** The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-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 exceed 15 to 1. Rule 15c3-l 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, 2022, the Company had net capital of \$1,023,516, which was \$1,018,516 in excess of its net capital requirement of \$5,000. The Company's net capital ratio was .002 to 1. ### **Note 4 - Related party transactions/Concentration/Economic dependency:** The Company, Parent and Sheumack are under common control and the Company is economically dependent on its Parent and Sheumack. The existence of that control and dependency creates operating results and financial position significantly different than if the Companies were autonomous. Transactions between the Company and Sheumack were not consummated on terms equivalent to arm's length transactions. The Company provides merger and acquisition services through referrals from Sheumack. The sole shareholder of the Parent and Sheumack, who is also an officer and registered securities representative of the Company, generated substantially all of the Company's revenue and accounted for substantially all of the Company's compensation and related costsfor the year. The Company is economically dependent upon this individual due to the concentration of services provided. {11}------------------------------------------------ ## **SGMA CAPITAL MARKETS LIMITED NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022** #### **Note 4 - Related party transactions/Concentration/Economic dependency (continued):** Sheumack acts as a common paymaster for the Company, which the Company settles on a regular basis. The Company and Sheumack have entered into an office and administrative services agreement ("Agreement"), last amended on January 1, 2022. The Agreement was for an initial one-year term and is automatically renewable unless canceled by either Party. The Agreement has automatically renewed through December 31, 2023. Linder the Agreement, Sheumack provides management and back office services required by the Company, including, but not limited to administrative services, office space, office equipment and supplies, payroll (excluding commissions), marketing, sales, legal and accounting services. The Agreement required the Company to pay a proportional allocation services fee of approximately \$5,689 per month for the year of 2022. Fees under the Agreement totaled \$68,268 for the year ended December 31, 2022. # **Note 5 -Concentration of credit risk:** At various times during the year the Company maintains cash balances at one national bank in excess of federally insured amounts. Cash balances fluctuate on a daily basis. At December 31, 2022, cash held in excess of the FDIC insurance totaled \$775,541. # **Note 6 -Contingencies:** There are currently no asserted claims or legal proceedings against the Company, however, the nature of the Company's business subjects it to various claims, regulatory examinations, and other proceedings in the ordinary course of business. The ultimate outcome of any such future action against the Company could have an adverse impact on the financial condition, results of operations, or cash flows of the Company. # **Note 7 -Subsequent events:** Management has evaluated the Company's events and transactions that occurred subsequent to December 31, 2022, through February 2, 2023, the date which the financial statements were available to be issued. {12}------------------------------------------------ ### **SCHEDULE I** ## **SGMA CAPITAL MARKETS LIMITED SUPPLEMENTAL INFORMATION PURSUANT TO RULE 17A-5 DECEMBER 31, 2022** | of
Computation
Capital
Net | | | |----------------------------------------------------------------------------------|------------------|-----------| | Stockholder's
equity
qualified
for
net
capital | \$ | 1,032,053 | | | | | | assets:
Non-allowable | | | | Prepaid
expenses | | 8,537 | | Total
non-allowable
assets | | 8,537 | | | | | | Net
capital | \$ | 1,023,516 | | | | | | indebtedness:
Aggregate | | | | Accounts
payable | | 2,025 | | Total
aggregate
indebtedness | \$ | 2,025 | | | | | | -
greater
of
\$5,000
Minimum
net
capital
requirement
the | | | | or
2/3%
of
6
indebtedness
aggregate | \$ | 5,000 | | | | | | Excess
net
capital | \$ | 1,018,516 | | to
Ratio
of
indebtedness
net
capital
aggregate | 0.002
to
1 | | | | | | ### **Reconciliation of Computation of Net Capital** The above computation does not differ from the computation of net capital under Rule 15c3-l as of December 31, 2022 as filed by SGMA Capital Markets Limited on Form X-17A-5. Accordingly, no reconciliation is necessary. ### **Statement of Changes in Liabilities Subordinated to Claims of General Creditors** No statement is required as no subordinated liabilities existed at any time during the year. ### **Statement Regarding Reserve Requirements and Possession or Control Requirements** 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 receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients. The Company does not hold funds or securities. As a Non-Covered Firm, the Computation of Determination of the Reserve Requirements and Information Relating to the Possession or Control Requirements are not required. See accompanying report of independent registered public accounting firm. {13}------------------------------------------------ # Phillip V. George,pllc CertifiedPublic Accountant # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** Board of Directors SGMA Capital Markets Limited We have reviewed management's statements, included in the accompanying Rule 1 5c3-3 Exemption Report pursuant to SEC Rule 1 7a-5, in which (1) SGMA Capital Markets Limited, formerly Niagara International Capital Limited, (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. § 240.1 7a-5 because the Company limits its business activities exclusively to receiving transaction based compensation for identifying potential merger and acquisition opportunities for clients. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 1 5c3-3) throughout the most recent fiscal year without exception. SGMA Capital Markets Limited'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 SGMA Capital Markets Limited'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 upon 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. PHILLIP V. GEORGE, PLLC Celeste, Texas February 2, 2023 {14}------------------------------------------------ # **SGMA CAPITAL MARKETS LIMITED** **757 Third Avenue, 21st Floor / New York, New York 10017 646-681-6349** ## **Exemption Report** **SGMA Capital Markets Limited** 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)(l) 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 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 receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients, 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. ## **SGMA Capital Markets Limited** I, Nicholas Sheumack, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. Nicholas Sheumack, Chief Executive Officer January 5, 2023 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.