# DEMETER ADVISORY GROUP, LLC X-17A-5 (2023-09-14) — Broker-dealer annual report - Company: DEMETER ADVISORY GROUP, LLC - Form: X-17A-5 - Filed: 2023-09-14 - Period: 2022-12-31 - Accession: 0001437665-23-000003 - CIK: 1437665 - File #: 8-67919 - Type: Broker-dealer - Material weakness: No - Auditor: Ernst Wintter & Associates - Auditor location: Walnut Creek, CA - Contact: Elizabeth Collins - Phone: 415-246-9169 - Email: korb@demeteradvisorygroup.com - Website: demeteradvisorygroup.com - Signed by: Jeff Menashe (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1437665/000143766523000003/financialstatementsv7.pdf --- {0}------------------------------------------------ Annual Audit Report December 31, 2022 ERNST WINTTER & ASSOCIATES LLP Certified Public Accountants {1}------------------------------------------------ ## 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 8-67919 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 | | | | | | Demeter Advisory Group, LLC
NAME OF FIRM: | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
മ Broker-dealer
ഥ Check here if respondent is also an OTC derivatives dealer | | _ Security-based swap dealer | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | 1435 West Ave Apt #1 | | | | | | | (No. and Street) | | | | | | Miami Beach | i | | | 33139 | | | (City) | (State) | | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Jodi Korb | 415-336-4587 | | | Korb@demeteradvisorygroup.com | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Ernst Wintter & Associates LLP | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | 675 Ygnacio Valley Road, Suite A200 Walnut Creek | | | California | 94596 | | | (Address) | (City) | | (State) | (Zip Code) | | | 02/24/2009 | | 3438 | | | | | (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 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)(1)(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 OMB control number. {2}------------------------------------------------ #### OATH OR AFFIRMATION | Jeff Menashe | swear (or affirm) that, to the best of my knowledge and belief, the | |--------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------| | financial report pertaining to the firm of | Demeter Advisory Group, LLC
as of | | December 31 | , 2 022 , is 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 account classified solely | | as that of a customer. | | | | | ![](_page_2_Picture_2.jpeg) SHAILYN ENCARNACION Notary Public State of Florida Comm# HH212312 Expires 1/2/2026 | Signature: | | | |------------|-----|--| | Title: | CEO | | ### This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - [ (b) Notes to consolidated statement of financial condition. - 2 (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-1, 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 Exibit 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. - (0) 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-2, 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 underial 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, or 17 CFR 240.18a-7, or 17 CFR 240.18a-7, or 17 CFR 240.1 - (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. - Z (u) Independent public accountant's report based on an examination of the financial condition. CEP 240,172 E. 17,650,340,18 7 m. 17,075,000,000,000,000,000,000,000,000,00 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 240.17a-12, as applicable. - a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - O (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. {3}------------------------------------------------ # December 31, 2022 # Table of Contents | Report of Independent Registered Public Accounting Firm | 1 | |---------------------------------------------------------------------------------------------------------------------------|-----| | Statement of Financial Condition | 2 | | Statement of Income | 3 | | Statement of Changes in Member's Equity | 4 | | Statement of Cash Flows | 5 | | Notes to the Financial Statements | 6 | | Supplemental Information | | | Schedule I: | 12 | | Computation of Net Capital Under Rule 15c3-1
of the Securities and Exchange Commission | | | Reconciliation with Company's Net Capital Computation | | | Schedule II: | 13 | | Computation for Determination of Reserve Requirements
Under Rule 15c3-3 of the Securities and Exchange Commission | | | Information Relating to Possession or Control Requirements
Under Rule 15c3-3 of the Securities and Exchange Commission | | | Review Report of Independent Registered Public Accounting Firm | 14 | | SEA 15c3-3 Exemption Report | ો ર | {4}------------------------------------------------ 675 Ygnacio Valley Road, Suite A200 Walnut Creek, CA 94596 (925) 933-2626 Fax (925) 944-6333 ### Report of Independent Registered Public Accounting Firm To the Member of Demeter Advisory Group, LLC ### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Demeter Advisory Group, LLC (the "Company") as of December 31, 2022, the related statements of income, changes in member's equity, and cash flows for then ended, and the related notes and schedules I and II (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the Company as of December 31, 2022, and the results of its operations and its cash flows for then ended in conformity with accounting principles generally accepted in the United States of America. ### Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and 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 statement, 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. #### Emphasis of Matter As described in Note 5 to the financial statements, a prior period adjustment was made to correct an error related to investment banking fees earned in the prior year. Our opinion is not modified with respect to that matter. #### Auditor's Report on Supplemental Information Schedules I and II have been subjected to audit procedures performed in conjunction with the Company's financial statements. The supplemental in the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, schedules I and II are fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as Demeter Advisory Group, LLC's auditor since 2008. Walnut Creek, California February 13, 2023 {5}------------------------------------------------ # Statement of Financial Condition December 31, 2022 | Assets | | | |---------------------------------------|----|------------| | Cash | ತಿ | 196,271 | | Prepaid expenses | | 4,035 | | Total Assets | | \$ 200,306 | | Liabilities and Member's Equity | | | | Accrued expenses | S | 21,162 | | Deferred revenue | | 50,000 | | Total Liabilities | | 71,162 | | Member's Equity | | 129,144 | | Total Liabilities and Member's Equity | မခ | 200,306 | {6}------------------------------------------------ # Statement of Income # For the Year Ended December 31, 2022 | Revenue | | |--------------------------|--------------| | Investment banking fees | \$ 7,504,437 | | Other income | 117,910 | | Total Revenue | 7,622,347 | | Expenses | | | Professional fees | 27,900 | | Regulatory fees | 26,142 | | Other operating expenses | 4,310 | | Total Expenses | 58,352 | | Net Income | \$ 7,563,995 | {7}------------------------------------------------ # Statement of Changes in Member's Equity # For the Year Ended December 31, 2022 | Member's Equity, January 1, 2022, as previously reported | S | 402,496 | |----------------------------------------------------------|-------|-------------| | Prior period adjustment (see Note 5) | | 250,000 | | Member's Equity, January 1, 2022, restated | S | 652,496 | | Contributions | | 50,000 | | Distributions | | (8.137,347) | | Net income | | 7,563,995 | | Member's Equity, December 31, 2022 | સ્ત્ર | 129.144 | {8}------------------------------------------------ # Statement of Cash Flows # For the Year Ended December 31, 2022 | Cash Flows from Operating Activities | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----|------------------------| | Net income | S | 7,563,995 | | Adjustments to reconcile net income
to net cash provided by operating activities:
Options received as payment on a contract
Adjustment in unit valuation for options | | (474,437)
(117,910) | | (Increase) decrease in: | | | | Accounts receivable | | 250,000 | | Prepaid expenses | | (362) | | Increase (decrease) in: | | | | Accrued expenses | | 11,420 | | Net Cash Provided by Operating Activities | | 7,232,706 | | Cash Flows from Financing Activities | | | | Contributions | | 50,000 | | Distributions | | (7,545,000) | | Net Cash Used in Financing Activities | | (7,495,000) | | Net Decrease in Cash | | (262,294) | | Cash at beginning of year | | 458,565 | | Cash at End of Year | ਦਰ | 196,271 | | Noncash Investing and Financing Activities: | | | | Options distributed to the member | ಕಾ | 592,347 | {9}------------------------------------------------ ## Notes to the Financial Statements ## December 31, 2022 #### 1. Organization Demeter Advisory Group, LLC (the "Company") was organized as a California limited liability company in March 2008, and converted to a Florida limited liability company in December 2022. The Company is owned by its sole member, Demeter Group Holdings, LP ("DGH"), and currently operates in Miami Beach, FL. Under this form of organization, the member is not liable for the Company. The Company is a securities broker dealer registered with the Securities and Exchange Commission and engages in mergers and acquisitions and private placement advisory services on a fee basis. ### 2. Significant Accounting Policies ### Cash and Cash Equivalents The Company considers all demand deposits held in banks and certain highly liquid investments with original maturities of three months or less, other than those held for sale in the ordinary course of business, to be cash equivalents. As of December 31, 2022, there were no cash equivalents. ### Accounts Receivable Accounts receivable represents amounts that have been earned and billed to clients in accordance with the terms of the Company's engagement letters with respective clients that have not yet been collected. The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis in accordance with FASB ASC 326-20, Financial Instruments - Credit Losses. FASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financial assets as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account on the Statement of Financial Condition that is deducted from the asset's amortized cost basis. Changes in the allowance for credit losses are reported as credit loss expense on the Statement of Income. As of December 31, 2022, there were no receivables and no allowance was deemed necessary. #### Use of Estimates The preparation of financial statements in accordance 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 at the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and may have an impact on future periods. #### Fair Value of Financial Instruments Unless otherwise indicated, the fair values of all reported assets and liabilities that represent financial instruments (none of which are held for trading purposes) approximate the carrying values of such amounts. At December 31, 2022, the Company has no assets or liabilities that are required to be adjusted to fair value on a recurring basis. ### Income Taxes The Company is a single member limited liability company and is treated as a disregarded entity for tax purposes. In lieu of income taxes, the Company passes 100% of its taxable income and expenses to its sole member. Therefore, no provision or liability for federal or state income taxes is included in these financial statements. The Company is, however, subject to the annual California LLC tax of \$800 and a California LLC fee based on gross revenue sourced from California. The Company is no longer subject to examination by taxing authorities for tax years before 2018. {10}------------------------------------------------ ## Notes to the Financial Statements ## December 31, 2022 ### 3. Revenue from Contracts with Customers Revenue from contracts with customers is recognized when, or as, the Company satisfies performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time when it is determined the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services (i.e., the "transaction price"). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of the Company's influence, such as market volatility or the judgment and actions of third parties. Noncash consideration is reflected in the transaction price at its fair value measured at contract inception unless determined to be variable consideration. When the fair value cannot be easily determined, the transaction price is the estimated selling price of the promised goods or services. The following provides detailed information on the recognition of revenue from contracts with customers: ### Investment Banking Fees Success fees from merger and acquisition engagements are typically calculated as a fixed percentage of the aggregate variable consideration in a transaction. Success fees are generally recognized at the point in time when the performance in the engagement is completed (the closing date of the transaction). Success fees include noncash consideration for options received as compensation on a contract that were recognized at the estimated fair market value using the Black Scholes options pricing model. Advisory fees are fixed fees, commencing upon closing of certain financing transactions and provided on an ongoing basis over a given time period or until a specified event occurs, and recognized on a monthly basis as the services are provided. Retainer fees from merger and acquisition engagements are fixed fees received in advance and recognized at the point in time as specified in the engagement letter or when the performance in the engagement is completed (the closing date of the transaction); there were no retainer fees in 2022. ### Disaggregation of Revenue The following table presents the Company's revenue from contracts with customers by business activity for the year ended December 31, 2022: | Revenue from contracts with customers: | | |-----------------------------------------|--------------| | Investment banking fees - success fees | \$ 7.394.437 | | Investment banking fees - advisory fees | 110,000 | | Total | \$ 7.504.437 | {11}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`=8@6<\_=4@6<>9736872C3@7J65C9X6@8A497<62@73C?C886@849?7CD7?7@768ab6J6?S 56C8=96562@8cC2<@B6?4E68@>97497@F@456C8=96562@872J4?J72:87:27A73C2@=24D869JCD?672>=@8ab6J6?U 56C8=96562@8cHIB6@B966?6J6?84A@B6AC79JC?=6B769C93BFC96C8A4??4E8d - b6J6?S 12>=@8@BC@96A?63@=2C<`=8@6<\_=4@6<>9736872C3@7J65C9X6@8A497<62@73C?C886@849?7CD7?7@768 @BC@@B6L45>C2FBC8@B6CD7?7@F@4C33688C@@B656C8=96562@=@84@B69@BC2\_=4@6<>97368@BC@C964D869JCD?6A49@B6C886@49?7CD7?7@F67@B69<7963@?F 4972<7963@?FQ723?=<72:72>=@8725C9X6@8@BC@C9624@34287<696<@4D6C3@7J6e - b6J6?U f24D869JCD?672>=@8H #### -- \$ Z- f2<69@B6WC79\C?=6]6C8=96562@8I4>734A@B6WKV^K334=2@72:V@C2C2FDC868 7@8AC79JC?=642@B6>9736@BC@E4=?C7<@4@9C28A69C?7CD7?7@F72C249<69?F @9C28C3@742D6@E662>C9@737>C2@8C@@B656C8=96562@C2Fg8>4?73F@45CG757;6@B6=864A 4D869JCD?672>=@8C2<572757;6@B6=864A=24D869JCD?672>=@8EB62<6J6?4>72:AC79JC?=656C8=96562@8Q72 C3349975C97?F=>425C2C:6562@g84E268@75C@68QC96 4A@623C?3=?C@697372:>4?73FQ@B663424573C2<345>6@7@7J662J7942562@@B63BC9C3@6978@738 4A@B6C886@49?7CD7?7@FC2<4@B698=3BAC3@498HIB696A496Q@B6968=?@83C224@D6<6@69572696378742C2<5CF 24@D696C?7;6<72C2C3@=C?8C?6497556<7C@686@@?6562@4A@B6C886@49?7CD7?7@FH {12}------------------------------------------------ ## Notes to the Financial Statements ## December 31, 2022 ### 4. Fair Value Measurements (continued) Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used that could significantly affect the results of current or future value. In determining the appropriate levels, the Company performed a detailed analysis of its assets and liabilities. At year end and for the year ended December 31, 2022, there were no assets or liabilities for which the fair value needed to be measured. #### Changes in instruments for the year ended December 31, 2022 The following table summarizes the activity for securities measured at fair value on a recurring basis for the year ended December 31, 2022: | | Level 1 | | Level 2
Level 3 | | | | l otal | | |----------------------------|---------|--|--------------------|--|---------|-----------|---------|-----------| | Balance at January 1, 2022 | | | | | | | | | | Options received as income | | | | | 474,437 | | 474.437 | | | Appreciation of options | | | | | 117,910 | | | 117.910 | | Distribution of options | | | | | | (592,347) | | (592,347) | | Total assets at fair value | | | မိုင | | | | | | The Company generally values options in private operating companies using the Black-Scholes option pricing model, which takes into account the contract terms (including the strike price and contract maturity) and multiple inputs (including time value, volatility, equity prices and interest rates). Quantitative information about the Company's Level 3 fair value measurements of its options as of December 31, 2022 is provided below. The table is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to the Company's fair value measurements. | Assets | Fair Value as of
December 31, 2022 | Valuation
Techniques | Inputs | Range of Inputs | |---------|---------------------------------------|-----------------------------------------------|-----------------------------------------------------------------------|-----------------| | Options | S | Income
approach
option pricing
model | Time value,
volatility,
equity prices,
and interest
rates | Not applicable | #### 5. Prior Period Adjustment During 2022, the Company made a correction for a contract that was not accounted for in 2021. The Company determined it had satisfied the performance obligations for the contract during 2021. As a result, accounts receivable and retained earnings were increased by \$250,00 on January 1, 2022. The prior period adjustment had no effect on computed net capital at December 31, 2022 or 2021. #### 6. Related Party Transactions The Company has an expense sharing agreement with DGH. DGH provides office space and pays most overhead expenses for the Company. The Company has no obligation to reimburse or compensate DGH. The Company's results of operations and financial position could differ significantly from those that would have been obtained if the entities were autonomous. {13}------------------------------------------------ # Notes to the Financial Statements # December 31, 2022 ## 7. Risk Concentration and Contingencies For the year ended December 31, 2022, 86% of investment banking fees were earned from one client. At various times during the year, the Company's cash balances may exceed the FDIC insured limit. The Company has not experienced any losses. ### 8. Net Capital Requirements The Company is subject to the Securities and Exchange Commission's uniform net capital rule (Rule 15c3-1) which requires the Company to maintain a minimum net capital equal to or greater than \$5,000 and a ratio of aggregate indebtedness to net capital not exceeding 15 to 1, both as defined. At December 31, 2022, the Company's net capital was \$125,109, which exceeded the requirement by \$120,109. #### Subsequent Events 9. The Company has evaluated subsequent events through February 13, 2023, the date which the financial statements were issued. {14}------------------------------------------------ ## SUPPLEMENTAL INFORMATION {15}------------------------------------------------ # Demeter Advisory Group, LLC Schedule I # Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission ## As of December 31, 2022 | Net Capital | | | |-----------------------------------------------------------|---|---------| | Member's equity | S | 129,144 | | Less: Non-allowable assets | | | | Prepaid expenses | | 4,035 | | Net Capital | S | 125,109 | | Net minimum capital requirement of 6 2/3% of aggregate | | | | indebtedness of \$71,162 or \$5,000, whichever is greater | | 5,000 | | Excess Net Capital | S | 120,109 | # Reconciliation with Company's Net Capital Computation (Included in Part II of Form X-17A-5 as of December 31, 2022) There were no material differences noted in the Company's net capital computation at December 31, 2022. {16}------------------------------------------------ #### --- -- #### -- -- -- -- - ! - - --"--#\$%&% -- - #### ) -\*---+-%#,-,, '( -'-./012345670685809:630;80;56<5=>?:9:@:265?:;0306@959:@<20962@0DD0=@@;5695=@:269D2;567260<0D:60<595=?9@230;?6<0;K?C0U=LB56< @/0;05;062:@039@2;042;@?6<0;@/0;0>?:;0306@92D@/:9K?C0E {17}------------------------------------------------ 9#("/0:;))<-:15=5 >#?45265==8777 # BCDECFBCGHIJHKLMNCGCMNCMJBCOEPJCICNQRSTEUVUUHRMJEMOWEIX YZ[\]^]\_`]aZb c]\_][]adefghZaijaZklmnno p]\qf]a]fg]r]e\_qsqt]\_]s[uhh[q[]\_]s[hmgsvwke]egs[\]qvvZ\_lqsigstxydzkw]@{v|}|y~]\_l[gZsz]lZa[lkahkqs[[Z xyozkw]@q}{mgsr\gv\@c]\_][]adefghZaijaZklmnno[\]oZ\_lqsige]s[gbg]e[\q[[\]oZ\_lqsiegesZ[vwqg\_qs ]~]\_l[gZskse]alqaqtaql\Zb@ozA@{v|}|mqse[\]oZ\_lqsighbgwgst[\ghy~]\_l[gZsz]lZa[a]wigstZs ZZ[sZ[]AZb[\]xyoz]w]qh]Z|A}|qeZl[gstq\_]se\_]s[h[Z@ozA@q}{`]vqkh][\]oZ\_lqsiwg\_g[hg[h `khgs]hhqv[gfg[g]h]~vwkhgf]wi[Z\_]at]ahqseqvkghg[gZshqefghZaih]afgv]hqselagfq[]lwqv]\_]s[hZbh]vkag[g]hs qeeg[gZsm[\]oZ\_lqsiegesZ[ega]v[wiZagsega]v[wia]v]gf]m\ZwemZaZ[\]argh]Zr]bksehZah]vkag[g]hbZaZa[Zvkh[Z\_]ah egesZ[vqaaiqvvZks[hZbZabZavkh[Z\_]ahqseegesZ[vqaaidqvvZks[hqhe]bgs]egszkw]@{v|}|[\aZkt\Zk[[\]\_Zh[ a]v]s[bghvqwi]qarg[\Zk[]~v]l[gZs Y\]oZ\_lqsiuh\_qsqt]\_]s[gha]hlZshg`w]bZavZ\_lwgqsv]rg[\[\]]~]\_l[gZslaZfghgZsqseg[hh[q[]\_]s[h kaa]fg]rrqhvZsekv[]egsqvvZaeqsv]rg[\[\]h[qseqaehZb[\]k`wgvoZ\_lqsidvvZks[gstf]ahgt\[Zqaesg[]e x[q[]hqsemqvvZaegstwimgsvwke]egskgag]hqseZ[\]aa]kga]elaZv]eka]h[ZZ`[qgs]fge]sv]q`Zk[[\]oZ\_lqsiuh vZ\_lwgqsv]rg[\[\]]~]\_l[gZslaZfghgZshda]fg]rghhk`h[qs[gqwwiw]hhgshvZl][\qsqs]~q\_gsq[gZsm[\]Z`]v[gf]Zb r\gv\gh[\]]~la]hhgZsZbqsZlgsgZsZs\_qsqt]\_]s[uhh[q[]\_]s[hdvvZaegstwimr]eZsZ[]~la]hhhkv\qsZlgsgZs qh]eZsZkaa]fg]rmr]qa]sZ[qrqa]Zbqsi\_q[]agqw\_Zegbgvq[gZsh[\q[h\Zkwe`]\_qe][Z\_qsqt]\_]s[uhh[q[]\_]s[h a]b]aa]e[Zq`Zf]bZa[\]\_[Z`]bqgawih[q[]emgsqww\_q[]agqwa]hl]v[hm`qh]eZs[\]oZ\_lqsiuh`khgs]hhqv[gfg[g]h vZs[]\_lwq[]e`iZZ[sZ[]AZb[\]xyoz]w]qh]Z|A}|qeZl[gstq\_]se\_]s[h[Z@ozA@q}{mqsea]wq[]e xyox[qbba]k]s[widh]ek]h[gZsh pqwsk[oa]]moqwgbZasgq ]`akqai@|m| {18}------------------------------------------------ # SEA 15c3-3 Exemption Report Demeter Advisory Group, LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - 1. The Company does not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and - 2. The Company is filing this Exemption Report relying on Footnote 74 of 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) merger and acquisition advisory services; (2) private placements of securities, 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. Demeter Advisory Group, LLC I affirm that, to my best knowledge and belief, this Exemption Report is true and correct. By: Jeff Menashe Title: Chief Executive Officer Date: 01/05/2023 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.