# TECCA HOLDINGS LLC X-17A-5 (2023-03-24) — Broker-dealer annual report - Company: TECCA HOLDINGS LLC - Form: X-17A-5 - Filed: 2023-03-24 - Period: 2022-12-31 - Accession: 0001327121-23-000002 - CIK: 1327121 - File #: 8-66939 - Type: Broker-dealer - Material weakness: No - Auditor: Sanville & Company - Auditor location: Dallas, TX - Contact: Michael E. Rapkoch - Phone: 75201 - Email: michael.rapkoch@txcca.com - Website: txcca.com - Signed by: Michael E. Rapkoch (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1327121/000132712123000002/2022audittecca-.pdf --- {0}------------------------------------------------ | | | | | 0MB APPROVAL | |-----------------------------------------------------------------------------------------------------------|----------------------------|----------------------------------------------------------|---------------------------|----------------------------------------------------------------------------------------------------------| | UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | | | | 0MB Number: 3235-0123
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12 | | | ANNUAL | REPORTS | | SEC FILE NUMBER | | | FORM | X-17A-5 | | 8-66939 | | | | III
PART | | | | | | | | | | | | 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 01/01/22 | | | AND ENDING 12/31/22 | | | | | MM/DD/YY | | MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | " | | TECCA Holdings, LLC dba Texas Corporate Capital Advisors | | | | NAME OF FIRM: | | | | | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes): | | | | | | B
Broker-dealer | Security-based swap dealer | Major | | security-based swap participant | | Check here if respondent is also an OTC derivatives dealer | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not | | use a P.O. box no.) | | | | | | | | | | 100 Crescent Court, Suite 700 | | | | | | | | (No. and Street) | | | | Dallas | | Texas | | 75201 | | (City) | | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Michael E.
Rapkoch | 817-368-0952 | | michael.rapkoch@txcca.com | | | (Name) | | (Area Code -Telephone Number) | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained | | in
this | filing* | | | Sanville & Company | | | | | | | (Name -if | individual, state last, first, and middle name) | | | | 325 N. Saint Paul St.,
#3100 | Dallas | | TX | 75201 | | (Address) | (City) | | (State) | (Zip Code) | | 09/18/03 | | 169 | | | | (Date of Registration with PCAOB)(if applicable) | | | | (PCAOB Registration Number, if applicable) | | | | FOR OFFICIAL USE ONLY | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption See 17 CFR 240.17a-5(e)(l)(ii), if applicable. Persons who are torespond to the collection of Information contained in this form are not required to respond unless the form displays a currently valid 0MB control number. {1}------------------------------------------------ #### **OATH OR AFFIRMATION** l( Michael E. Rapkoch , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of TECCA Holdings, LLC dba Texas Corporate Capital Advisors , as of December 31 ,2 022 ,is true and correct. Ifurther swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. Notary Public **ttX\$** **SHEILA MIKE-CUTTRELL My Notary ID #133526843 Expires January 11, 2026** #### **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. - **B** (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. - **B** (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. - **B** 0) 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 8 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. - **B** (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. - **B** (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. - **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}------------------------------------------------ ### **TECCA HOLDINGS LLC dba TEXAS CORPORATE CAPITAL ADVISORS** REPORT PURSUANT TO RULE 17a-5(d) FOR THE YEAR ENDED DECEMBER 31, 2022 {3}------------------------------------------------ *SanviCCe & Company* CERTIFIED PUBLIC ACCOUNTANTS MEMBER OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS 1514 OLD YORK ROAD ABINGTON, PA19001 (215) 884-8460 •(215) 884-8686 FAX 325 NORTHSAINT PAULST.SUITE 3100 DALLAS, TX 75201 (214) 738-1998 100 WALLSTREETSth FLOOR NEW YORK, NY10005 (212) 709-9512 #### **Report of Independent Registered Public Accounting Firm** To the Member of TECCA Holdings, LLC DBA Texas Corporate Capital Advisors #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of TECCA Holdings, LLC DBA Texas Corporate Capital Advisors (the Company) as of December 31, 2022, the related statements of operations, changes in member's equity, and cash flows for the year then ended, and the related notes to the financial statements (collectively, 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 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 supplementary information contained in The Schedule I, Computation of Net Capital Under SEC Rule 15c3-1, Schedule II, Computation for Determination of Reserve Requirements Under Rule SEC 15c3-3 and Schedule III, Information Relating to the Possession or Control Requirements Under SEC Rule 15c3-3 have 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 {4}------------------------------------------------ supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplementary information contained in the Schedule I, Computation of Net Capital Under SEC Rule 15c3- 1, Schedule II, Computation for Determination of Reserve Requirements Under SEC Rule 15c3-3 and Schedule III, Information Relating to the Possession or Control Requirements Under SEC Rule 15c3-3 are fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2019. Dallas, Texas February 24, 2023 {5}------------------------------------------------ # **TECCA HOLDINGS LLC dba TEXAS CORPORATE CAPITAL ADVISORS** #### CONTENTS | | | PAGE | |-----------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------| | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1
- 2 | | STATEMENT OF FINANCIAL CONDITION | | 3 | | STATEMENT OF OPERATIONS | | 4 | | | STATEMENT OF CHANGES IN MEMBER'S EQUITY | 5 | | STATEMENT OF CASH FLOWS | | 6 | | NOTES TO FINANCIAL STATEMENTS | | 7
- 8 | | SUPPLEMENTAL INFORMATION | | | | Schedule I:
Schedule II & III: | Computation of Net Capital Under Rule
15c3-1
of the Securities and Exchange
Commission
Computation for Determination of Reserve
Requirements and Information Relating to
Possession or Control Requirements Under 15c3-3
Of the Securities and Exchange Commission | 10-11
12 | | | REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON MANAGEMENT'S EXEMPTION REPORT | 13-14 | {6}------------------------------------------------ # TECCA HOLDINGS LLC dba TEXAS CORPORATE CAPITAL ADVISORS Statement of Financial Condition December 31, 2022 # **ASSETS** | Cash | \$
14,074 | |------------------------|--------------| | Receivable from member | 3,593 | | Prepaid expenses | 316 | | | \$
17,983 | #### **LIABILITIES AND MEMBER'S EQUITY** | Liabilities | 2,614 | |-------------------|--------------| | Accounts payable | \$ | | Total liabilities | 2,614 | | Member's equity | 15,363 | | | 17,983
\$ | {7}------------------------------------------------ # TECCA HOLDINGS LLC dba TEXAS CORPORATE CAPITAL ADVISORS Statement of Operations For the Year Ended December 31, 2022 | Revenues
Other income | 2 | 530 | |--------------------------------------------------------------------------------------------------------------------------------------------------|----|----------------------------------------------------| | Total Revenues | | 530 | | Expenses
Dues and subscriptions
Professional fees
Occupancy and equipment
Insurance expense
Regulatory expenses
Other expenses | | 19,501
16,990
9,252
472
2,341
3,280 | | | | 51,836 | | Net loss | \$ | (51,306) | {8}------------------------------------------------ # TECCA HOLDINGS LLC dba TEXAS CORPORATE CAPITAL ADVISORS Statement of Changes in Member's Equity For the Year Ended December 31, 2022 | Balances at
December 31, 2021 | \$
16,675 | |----------------------------------|--------------| | Contributions | 50,000 | | Net loss | (51,306) | | Balances at
December 31, 2022 | \$
15,369 | {9}------------------------------------------------ # TECCA HOLDINGS LLC dba TEXAS CORPORATE CAPITAL ADVISORS Statement of Cash Flows For the Year Ended December 31, 2022 | Cash flows from operating activities | | | |-------------------------------------------------------------|----|----------| | Net loss
Adjustments to reconcile net income to net cash | \$ | (51,306) | | provided (used) by operating activities: | | | | Change in operating assets and liabilities: | | | | Decrease in prepaid expenses | | 3,140 | | Decrease in accounts payable | | (2,595) | | Decrease in accrued expenses | | (13,203) | | Net cash provided by operating activities | | (63,964) | | Cash flows from investing activities | | | | Net cash provided by investing activities | | | | Cash flows from financing activities | | | | Capital contributions | | 50,000 | | Net cash provided by financing activities | | 50,000 | | Net increase in Cash | | (13,964) | | Cash at beginning of period | | 28,038 | | Cash at end of period | \$ | 14.074 | | Supplemental schedule of cash flow information | | | | Cash paid during the period for: | | | | Interest | \$ | | | State income taxes | \$ | = | {10}------------------------------------------------ # TECCA HOLDINGS LLC dba TEXAS CORPORATE CAPITAL ADVISORS Notes to Financial Statements December 31, 2022 ### Note 1 - Summary of Significant Accounting Policies TECCA Holdings LLC dba Texas Corporate Capital Advisors (the "Company") was organized under the laws of the State of Texas as a limited liability company on April 7, 2000. The duration of the Company shall be perpetual, unless terminated earlier in accordance with regulations of the Company. Each member's liability is limited to his capital account balance. The Company became effective November 9, 2005 as a broker-dealer in securities registered with the Securities and Exchange Commission ("SEC") and operates under footnote 74 to SEC Release 34-70073. The Company is also a member of the Financial Industry Regulatory Authority ("FINRA"). The Company provides investment banking services related to the corporate finance needs of middle-market companies including the private placement of equity, mezzanine and debt securities as well as advisory services related to mergers and acquisitions, divestitures, and business strategy. Revenue is recognized for financial advisory services rendered based on the contractual terms of each respective agreement. The Company's customer base is located throughout the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The Company considers all liquid financial instruments with original maturities of ninety days or less and not pledged or otherwise restricted as cash equivalents. Receivables are generally collected in full in the month following their accrual. As such, management has not recorded an allowance for doubtful accounts on these receivables. Management records an allowance for bad debts based on a collectability review of specific accounts. Any receivables deemed uncollectible are written off against the allowance. Office equipment is stated at cost and includes furniture and fixtures, computer and office equipment and leasehold improvements, less accumulated depreciation and amortization. Depreciation of property and equipment is provided using the straight-line and accelerated methods over the estimated useful lives of the assets. The Company's net income will be taxed at the member level rather than at the corporate level for federal income tax purposes. {11}------------------------------------------------ # TECCA HOLDINGS LLC dba TEXAS CORPORATE CAPITAL ADVISORS Notes to Financial Statements December 31, 2022 # Note 1 - Summary of Significant Accounting Policies, continued Any potential interest and penalty associated with a tax contingency, should one arise, would be included as a component of income tax expense in the period in which the assessment arises. The Member's federal and state income tax returns are subject to examination over various statutes of limitations generally ranging from three to five years. #### Note 2 - Net Capital Reguirements Pursuant to the net capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934, the Company is required to maintain a minimum net capital, as defined under such provisions. Net capital and the related net capital ratio may fluctuate on a daily basis. As of December 31, 2022, the Company had net capital of approximately \$11,460 and net capital requirements of \$5,000. The Company's ratio of aggregate indebtedness to net capital was 0.23 to 1. The Securities and Exchange Commission permits a ratio of no greater than 15 to 1. The Company periodically makes distributions of capital to its member at amounts that are determined not to have a detrimental effect on the net capital position at the time of withdrawal. ### Note 3 - Commitments, Contingencies or Guarantees The Company did not have any commitments, contingencies, guarantees, lawsuits, arbitration claims or other such matters to report for its fiscal year ended December 31, 2022. {12}------------------------------------------------ Supplemental Information Pursuant to Rule 17a-5 of the Securities Exchange Act of 1934 as of December 31, 2022 {13}------------------------------------------------ #### **Schedule I** # TECCA HOLDINGS LLC dba TEXAS CORPORATE CAPITAL ADVISORS Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission As of December 31,2022 #### **COMPUTATION OF NET CAPITAL** | Total ownership equity qualified for net capital | 15,369
\$ | |------------------------------------------------------------------------------------------------------------------|--------------| | Add:
Other deductions or allowable credits | | | Total capital and allowable subordinated liabilities | 15,369 | | Deductions and/or charges
Non-allowable assets:
Receivable from member
Prepaid and other current assets | 3,593
316 | | Net capital before haircuts on securities positions | 11,460 | | Haircuts on securities (computed, where applicable,
pursuant to Rule 15c3-1(f)) | | | Net capital | 11,460
\$ | | AGGREGATE INDEBTEDNESS | | | Items included in statement of financial condition
Liabilities | | | Accounts payable and accrued expenses | 2,614
\$ | | Total aggregate indebtedness | \$
2.614 | {14}------------------------------------------------ #### **Schedule I (continued)** # TECCA HOLDINGS LLC dba TEXAS CORPORATE CAPITAL ADVISORS Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission As of December 31, 2022 #### **COMPUTATION OF BASIC NET CAPITAL REQUIREMENT** | Minimum net capital required (6-2/3% of total
aggregate indebtedness) | \$
174 | |-------------------------------------------------------------------------------|-------------| | Minimum dollar net capital requirement of
reporting broker or dealer | \$
5.000 | | Net capital requirement (greater of above two
minimum requirement amounts) | \$
5,000 | | Net capital in excess of required minimum | \$
6.460 | | Excess net capital at 1000% | \$
5.460 | | Ratio: Aggregate indebtedness to net capital | 0.23 to 1 | #### **RECONCILIATION WITH COMPANY'S COMPUTATION** There were no differences in the computation of net capital under Rule 15c3-1 from the Company's computation. {15}------------------------------------------------ # SCHEDULE II & III TECCA HOLDINGS LLC dba TEXAS CORPORATE CAPITAL ADVISORS Computation for Determination of Reserve Requirements And Information Relating to Possession or Control Requirements Under 15c3-3 of the Securities and Exchange Commission As of December 31, 2022 The Company is considered a "Non-Covered Firm" exempt from 15c3-3 by relying on footnote 74 to SEC Release 34-70073 and therefore, is not required to maintain a "Special reserve bank account for the Exclusive benefit of customers." {16}------------------------------------------------ REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON MANAGEMENT'S EXEMPTION REPORT Required By SEC Rule 17a-5 > Year Ended December 31, 2022 {17}------------------------------------------------ *SanviCCe & Company* CERTIFIED PUBLIC ACCOUNTANTS MEMBER OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS 1514 OLD YORK ROAD ABINGTON, PA19001 (215) 884-8460 •(215) 884-8686 FAX 325 NORTHSAINT PAULST.SUITE 3100 DALLAS, TX 75201 (214) 738-1998 100 WALLSTREETSth FLOOR NEW YORK, NY10005 (212) 709-9512 #### **Report of Independent Registered Public Accounting Firm** To the Member of TECCA Holdings, LLC DBA Texas Corporate Capital Advisors We have reviewed management's statements, included in the accompanying Exemption Report, in which TECCA Holdings, LLC DBA Texas Corporate Capital Advisors (the Company) stated that: - 1. The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3; - 2. The Company is filing an 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) private placement of securities (2) merger and acquisitions throughout the most recent fiscal year; and - 3. 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 17 C.F.R. § 240.15c2-4; (2) did not carry accounts of or for customers; and (3) did not carry proprietary accounts of broker-dealers (as defined in 17 C.F.R. § 240.15c3-3) throughout the most recent fiscal year without exception. The Company's management is responsible for 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 that the Company limited its business activities exclusively to (1) private placement of securities (2) mergers and acquisitions and (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 17 C.F.R. § 240.15c2-4; (2) did not carry accounts of or for customers; and (3) did not carry proprietary accounts of broker-dealers (as defined in 17 C.F.R. § 240.15c3-3) throughout the most recent fiscal year without exception. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in 17 C.F.R. § 240.17a-5. Dallas, Texas February 24, 2023 {18}------------------------------------------------ # **TECCA Holdings, LLC DBA Texas Corporate Capital Advisors Exemption Report** TECCA Holdings, LLC DBA Texas Corporate Capital Advisors (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 is considered "Non-Covered Firm" exempt from 17 C.F.R. §240.15c3-3 and is filing an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to: (1) private placement of securities (2) merger and acquisitions. - (2) 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; (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. I, Michael Rapkoch, swear (or affirm) that, to my best knowledge and belief, this exemption report is true and correct. Regards, CEO Date of Report: March 12, 2023 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.