# SGMA CAPITAL MARKETS LIMITED X-17A-5 (2024-02-09) — Broker-dealer annual report - Company: SGMA CAPITAL MARKETS LIMITED - Form: X-17A-5 - Filed: 2024-02-09 - Period: 2023-12-31 - Accession: 0001324301-24-000002 - 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@sheumackgma.com - Website: sheumackgma.com - Signed by: Nicholas Sheumack (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1324301/000132430124000002/2023sgmacmauditreport-.pdf --- {0}------------------------------------------------ | REPORTS
ANNUAL
X-17A-5
FORM
III
PART
FACING PAGE
Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934
01/01/2023
AND ENDING
FILING FOR THE PERIOD BEGINNING
MM/DD/YY | SEC FILE NUMBER
8-66911
12/31/2023
MM/DD/YY | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------| | | | | | | | | | | | | | A. REGISTRANT IDENTIFICATION | | | Limited
Capital
Makets
SGMA
NAME OF FIRM: | | | TYPE OF REGISTRANT (check all applicable boxes):
Security-based swap dealer
0 Broker-dealer
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.)
21st
Floor
Third
Avenue
757
, | | | (No. and Street) | | | NY
York
New | 10017 | | (State)
(City) | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | Sheumack
646-681-6349
Nicholas | nsheumack@sheumackgma.com | | (Area Code -Telephone Number)
(Name) | (Email Address) | | B. ACCOUNTANT IDENTIFICATION | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
PLLC
George
Phillip
V
, | | | (Name -if individual, state last,first,and middle name)
TX
Celeste | 75423 | | CR
1026
5179
(State) | (Zip Code) | | (City)
(Address)
3366
02/24/2009 | | | (Date of Registration with PCAOB)(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
* | (PCAOB Registration Number,if applicable) | 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 to respond to the collection of information contained inthis form are not requiredtorespond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | Nicholas Sheumack
I, | j swear (or affirm) that,to the best of my knowledge and belief, the | | |-----------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------| | report pertaining to the firm of
financial | SGMA Capital Markets Limited | as of
j | | 12/31
22023
j | .is true and correct. I further swear (or affirm) that neither the company nor any | | | as that of a customer. | partner,officer, director, or equivalent person, as the case may be,has any proprietary interest in any acc6Qnt classified solely
/
pi
IcpLu
Signature:
/i
a | \ | | | Title:
Chief Executive Officer
AHN TED TAESHIK
Notary Public, State of New York | | No. 01ANG286S95 Oualified in Westchester County **Sl0n** *E3spues* 08, '05/2C25 Notaryfublic ## **This filing\*\* contains (check all applicable%oxSf:** H - (a) Statement of financial condition. (b) Notes to consolidated statement of financial condition. - **B** (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). - B(d) Statement of cash flows. - (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. **B** - (f) Statement of changes in liabilities subordinated to claims of creditors. - **B**(g) Notes to consolidated financial statements. - **B**(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. **B** - (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. **B** - (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - **B**(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. - **B**(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. - **B** (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. - **B** (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, 2023 {3}------------------------------------------------ #### **SGMA CAPITAL MARKETS LIMITED** #### **FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION** #### **YEAR ENDED DECEMBER 31, 2023** #### **[ ABLE OF CONTENTS** | Report
of
Independent
Registered
Firm
Public
Accounting | | |--------------------------------------------------------------------------------------------------------|-------------| | STATEMENTS:
FINANCIAL | | | of
Financial
Statement
Condition | 2 | | Statement
of
Operations | 3 | | of
Stockholder's
Statement
Changes
in
Equity | 4 | | of
Statement
Cash
Flows | 5 | | Notes
to
Financial
Statements | 6
8
- | | I:
17a-5
Schedule
Supplemental
information
pursuant
to
Rule | 9 | | Report
Firm
of
Independent
Registered
Public
Accounting
On
Exemption
Report | 10 | | SGMA
Capital
Markets
Limited
Exemption
Report | 11 | {4}------------------------------------------------ ## **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, as of December 31, 2023, 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, 2023, and the results of its operations and its cash flowsfor 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 17 C.F.R. §240.17a-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 January 21, 2024 1 ![](_page_4_Picture_15.jpeg) {5}------------------------------------------------ # **SGMA CAPITAL MARKETS LIMITED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2023** | Assets | | |-----------------------------------------------------------------------------------------------------|---------------| | Cash | \$
826,136 | | Prepaid
expenses | 7,946 | | Total
Assets | \$
834,082 | | Stockholder's
and
Equity
Liabilities | | | Liabilities | | | Accounts
payable | \$
474 | | value,stated
\$1,250
share,
200
stock,
par
per
Common
shares
no
value | | | 4
authorized,
shares
issued
and
outstanding | 5,000 | | paid-in
capital
Additional | 1,336,170 | | Accumulated
deficit | (507,562) | | Totalstockholder's
equity | 833,608 | | Stockholder's
Total
and
Equity
Liabilities | \$
834,082 | | | | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ # **SGMA CAPITAL MARKETS LIMITED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2023** | Revenues: | | |----------------------------------------------------------------------|---------------| | Merger
and
services
acquisition | \$
400,000 | | Interest
income | 11,436 | | Total
Revenues | 411,436 | | Expenses: | | | Compensation
costs
and
related | 320,000 | | -
services
party
Office
and
administrative
related | 68,268 | | Professional
fees | 10,100 | | Regulator
fees | 9,765 | | Other
expenses | 175 | | Total
Expenses | 408,308 | | Net
before
for
income
provision
income
taxes | 3,128 | | taxes
Current
income | 1,573 | | Net
Income | \$
1,555 | The accompanying notes are an integral part ofthese financial statements. {7}------------------------------------------------ # **SGMA CAPITAL MARKETS LIMITED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY YEAR ENDED DECEMBER 31, 2023** | | Common
Stock | Additional
Paid-in
Capital | Accumulated
Deficit | Total | |--------------------------------------|-----------------|----------------------------------|------------------------|-----------------| | Balances,
31,
December
2022 | \$
5,000 | 1,536,170
\$ | \$
(509,117) | 1,032,053
\$ | | Capital
distribution | | (200,000) | | (200,000) | | Net
Income | | | 1,555 | 1,555 | | Balances,
31,
December
2023 | \$
5,000 | 1,336,170
\$ | (507,562)
\$ | 833,608
\$ | The accompanying notes are an integral part of these financialstatements. {8}------------------------------------------------ # **SGMA CAPITAL MARKETS LIMITED STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2023** | activities:
Cash
from
operating
flows | | | |---------------------------------------------------------------|-----------|-----------| | Net
income | | 1,555 | | to
Adjustments
required
reconcile
net
income | | | | activities:
to
by
cash
provided
operating | | | | liabilities:
Change
assets
and
in | | | | Decrease
in prepaid
expenses | | 591 | | Decrease
accounts
payable
in | | (1,551) | | activities:
Net
by
cash
provided
operating | | 595 | | activities:
Cash
from
flows
financing | | | | Capital
distribution | | (200,000) | | Net
cash
used
in
activities
financing | | (200,000) | | Net
decrease
cash
in | | (199,405) | | -
Cash
of
year
beginning | 1,025,541 | | | of
Cash
-
year
end | \$ | 826,136 | | Information;
ofCash
Supplemental
Disclosures
Flow | | | | :
Cash
year
paid
during
the
for | | | | Income
taxes | \$ | 1,573 | | Interest | \$ | | | | | | The accompanying notes are an integral part of these financialstatements. {9}------------------------------------------------ ### **SGMA CAPITAL MARKETS LIMITED NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023** #### **Note 1 - Nature of business:** SGMA Capital Markets 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, 2023** # **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, 2023, the Company had net capital of \$825,662, which was \$820,662 in excess of its net capital requirement of \$5,000. The Company's net capital ratio was .006 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, 2023** ## **Note 4 - Related party transactions/Concentration/Economic dependency (continued):** The Company and Sheumack have entered into an office and administrative services agreement ("Agreement"), last amended on January 1, 2023. The Agreement wasfor an initial one-year term and is automatically renewable unless canceled by either Party. The Agreement has automatically renewed through December 31, 2024. Under 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 2023. Fees under the Agreement totaled \$68,268 for the year ended December 31, 2023. # **Note 5 -Concentration of revenue:** The Company earned all of its revenue from one customer during the year. # **Note 6 -Concentration of credit risk:** At varioustimes during the year the Company maintains cash balances at one national bank in excess of federally insured amounts.Cash balancesfluctuate on a daily basis. At December 31, 2023, cash held in excess of the FDIC insurance totaled \$576,136. # **Note 7 -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 8 -Subsequent events:** Management has evaluated the Company's events and transactions that occurred subsequent to December 31, 2023, through January 21, 2024, 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, 2023** | Net
Computation
of
Capital | | | |----------------------------------------------------------------------------------|------------------|---------| | Stockholder's
equity
for
net
capital
qualified | \$ | 833,608 | | assets:
Non-allowable
Prepaid
expenses | | 7,946 | | | | | | non-allowable
assets
Total | | 7,946 | | Net
capital | \$ | 825,662 | | indebtedness:
Aggregate | | | | Accounts
payable | | 474 | | Total
aggregate
indebtedness | \$ | 474 | | \$5,000
-
net
capital
requirement
the
greater
of
Minimum | | | | 2/3%
6
or
of
aggregate
indebtedness | \$ | 5,000 | | Excess
capital
net | \$ | 820,662 | | aggregate
to
capital
Ratio
of
indebtedness
net | to
0.006
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, 2023 asfiled 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 Labilities 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 ofthe 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** CERTIFIED PUBLIC 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 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) SGMA Capital Markets 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. § 240.17a-5 because the Company limits its business activities exclusively to receiving transaction-based compensation for identifying potential merger and acquisition opportunitiesfor 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 15c3-3) throughout the most recent fiscal year without exception. SGMA Capital Markets Limited's management is responsible for compliance with the provisions contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 and related SEC Staff Frequently Asked Questions 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'sstatements. 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 January 21, 2024 ![](_page_13_Picture_10.jpeg) {14}------------------------------------------------ # **SGMA CAPITAL MARKETS LIMITED** **757 Third Avenue, 21s \* Floor / New York, New York 10017 646-681-6349** ### **Exemption Report** **SGMA Capital Markets Limited** 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)( 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 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 corrects Nicholas-SheumackTcWefExecutive January 5, 2024 */* :er Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.