# COMMONGOOD SECURITIES LLC X-17A-5 (2023-03-27) — Broker-dealer annual report - Company: COMMONGOOD SECURITIES LLC - Form: X-17A-5 - Filed: 2023-03-27 - Period: 2022-12-31 - Accession: 0001711974-23-000002 - CIK: 1711974 - File #: 8-69989 - Type: Broker-dealer - Material weakness: No - Auditor: Assurance Dimensions - Auditor location: Tampa, FL - Contact: Jeff Shafer - Phone: 4076250444 - Email: jeff@commongoodcap.com - Website: commongoodcap.com - Signed by: Jeff Shafer (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1711974/000171197423000002/1CGSAnnualReport.pdf --- {0}------------------------------------------------ ![](_page_0_Picture_0.jpeg) COMMONGOOD SECURITIES, LLC ORLANDO, FLORIDA FINANCIAL STATEMENTS, FORM X-17A-5, PART III, SUPPLEMENTAL INFORMATION, AND REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DECEMBER 31, 2022 {1}------------------------------------------------ # **COMMONGOOD SECURITIES, LLC** FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022 ## TABLE OF CONTENTS | Form X-17A-5, Part III | 1 - 2 | |--------------------------------------------------------------------------------------------------|--------| | Report of Independent Registered Public Account Firm | 3 | | Statement of Financial Condition | 4 | | Statement of Operations | 5 | | Statement of Changes in Member's Equity | 6 | | Statement of Cash Flows | 7 | | Notes to Financial Statements | 8 - 12 | | Supplementary Information:
Computation of Net Capital pursuant to Rule 15c3-1 | 13 | | Statement on Exemption from the Computation for Reserve Requirements pursuant to
Rule 15c3-3 | 14 | | Statement on Exemption Relating to Possession or Control Requirements pursuant to
Rule 15c3-3 | 15 | | Exemption Report Pursuant to Rule 17a-5 of Securities and Exchange Commission | 16 | | Report of Independent Registered Public Accounting Firm on the Exemption Report | 17 | {2}------------------------------------------------ | ANNUAL REPORTS | | | | |----------------|--|--|--| | FORM X-17A-5 | | | | | PART III | | | | | FILING FOR THE PERIOD BEGINNING | | 01/01/2022
MM/DD/YY | AND ENDING | | 12/31/2022
MM/DD/YY | |-------------------------------------------------------------------|------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------|------------|-----------------|--------------------------------------------| | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF FIRM: | CommonGood Securities, LLC | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Broker-dealer | Check here if respondent is also an OTC derivatives dealer | Security-based swap dealer Major security-based swap participant | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | 824 Highland Ave, Suite 207 | | | | | | | | | (No. and Street) | | | | | Orlando | | FL | | | 32803 | | | (City) | (State) | | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Jeff Shafer | | 407-476-5453 | | | jeff@commongoodcap.com | | (Name) | | (Area Code - Telephone Number) | | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | Assurance Dimensions | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filling* | | | | | | | (Name - if individual, state last, first, and middle name) | | FL | | | | 4920 West Cypress Street, Suite 102 | lampa | | | 33607 | | (Address) | | (City) | | (State) | (Zip Code) | | 4/13/2010 | | | | 5036 | | | (Date of Registration with PCAOB)(if applicable) | | FOR OFFICIAL USE ONLY
* Claims for exemption from the requirement that the annual 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 | | | | {3}------------------------------------------------ | Signature: | | | |------------|--|--| | Title: | | | - - - - - - - - - - - - - - - - - - - - - - - - - - {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** #### To the Member of **CommonGood Securities, LLC:** #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of **CommonGood Securities, LLC** as of December 31, 2022, the related statements of operations, changes in members' equity, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of **CommonGood Securities, LLC** 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 **CommonGood Securities, LLC's** management. Our responsibility is to express an opinion on **CommonGood Securities, LLC'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 **CommonGood Securities, LLC** 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 Supplementary Information** The Computation of Net Capital Pursuant to SEC Rule 15c3-1 and Computation for Reserve Requirements and Possession or Control Requirements Under SEC Rule 15c3-3, has been subjected to audit procedures performed in conjunction with the audit of **CommonGood Securities, LLC's** financial statements. The supplementary information is the responsibility of **CommonGood Securities, LLC's** management. Our audit procedures included determining whether the supplementary 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 supplementary information. In forming our opinion on the supplementary information, we evaluated whether the supplementary information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the Computation of Net Capital Pursuant to SEC Rule 15c3-1 and Computation for Reserve Requirements and Possession or Control Requirements Under SEC Rule 15c3-3, is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as **CommonGood Securities, LLC's** auditor since 2018. Tampa, Florida March 23, 203 > **ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES also d/b/a McNAMARA and ASSOCIATES, PLLC TAMPA BAY**: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053 **JACKSONVILLE**: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053 **ORLANDO:** 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053 **SOUTH FLORIDA**: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053 www.assurancedimensions.com {5}------------------------------------------------ # **COMMONGOOD SECURITIES, LLC STATEMENT OF FINANCIAL CONDITION** AS OF DECEMBER 31, 2022 | ASSETS | | |---------------------------------------|---------------| | Cash and cash equivalents | \$
100,618 | | Accounts receivable | 39,666 | | Prepaid expenses and other assets | 24,642 | | Total assets | \$
164,926 | | | | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilities: | | | Accounts payable | \$
5,206 | | Accrued expenses | 15,737 | | Commissions payable | 25,405 | | Total liabilities | 46,348 | | Member's equity | 118,578 | | Total liabilities and member's equity | \$
164,926 | {6}------------------------------------------------ ## **COMMONGOOD SECURITIES, LLC STATEMENT OF OPERATIONS** FOR THE YEAR ENDED DECEMBER 31, 2022 | Revenues: | | |-------------------------------------------------|-----------------| | Success fees | \$
212,658 | | Services fees | 33,000 | | Other income | 7 | | Total revenues | 245,665 | | | | | Expenses: | | | Employee compensation and related payroll taxes | 134,905 | | Commission | 118,449 | | Professional fees | 41,775 | | Advertising and marketing | 32,077 | | Regulatory & registration fees | 15,752 | | Technology, data and communication costs | 14,536 | | Occupancy and equipment | 10,706 | | Travel & entertainment | 6,910 | | Other | 1,065 | | Total expenses | 376,175 | | Net loss | \$
(130,510) | {7}------------------------------------------------ ## **COMMONGOOD SECURITIES, LLC STATEMENT OF CHANGES IN MEMBER'S EQUITY** FOR THE YEAR ENDED DECEMBER 31, 2022 | Member's equity balance - beginning of year | \$ 139,088 | |---------------------------------------------|------------| | Capital contribution by member | 110,000 | | Net Loss | (130,510) | | Member's equity balance - end of year | \$ 118,578 | {8}------------------------------------------------ # **COMMONGOOD SECURITIES, LLC STATEMENT OF CASH FLOWS** FOR THE YEAR ENDED DECEMBER 31, 2022 ## **Operating activities:** | Net loss | \$ (130,510) | |---------------------------------------------------|--------------| | Changes in operating assets and liabilities: | | | (Increase) decrease in operating assets: | | | Decrease in accounts receivable | 54,110 | | Increase in prepaid expenses and other assets | (91) | | Increase (decrease) in operating liabilities: | | | Decrease in accounts payable and accrued expenses | (13,443) | | Decrease in commissions payable | (36,099) | | Net cash used in operating activities | (126,033) | | Financing activities: | | | Capital contributions from member | 110,000 | | Net cash provided by financing activities | 110,000 | | Net decrease in cash and cash equivalents | (16,033) | | Cash and cash equivalents - beginning of the year | 116,651 | | Cash and cash equivalents - end of the year | \$ 100,618 | | Supplemental disclosure of cash flow information | | | Cash paid during the year for: | | | Interest | \$
- | | Taxes | \$
- | | | | {9}------------------------------------------------ #### Note 1 - Organization CommonGood Securities, LLC (the "Company") is a Florida limited liability company based in Winter Park, FL. The Company was organized to operate as a registered broker-dealer in securities in the United States and provides private placement and corporate finance advisory services to corporations and fund managers in the United States. The Company has registered with the Securities and Exchange Commission ("SEC") as a broker-dealer and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company commenced operations on February 12, 2018 and is 100% owned by CommonGood Capital, LLC (the "Parent"). ## Note 2 - Significant Accounting Policies #### **Basis of Financial Statement Presentation** The accounting policies and reporting practices of the Company conform to the predominant practices in the broker-dealer industry and are in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). #### **Government and Other Regulation** The Company's business is subject to significant regulation by various governmental agencies and self-regulatory organizations, including the SEC and FINRA. Such regulation includes, among other things, periodic examinations by these regulatory bodies to determine whether the Company is conducting and reporting its operations in accordance with the applicable requirements of these organizations. As a registered broker dealer, the Company is subject to the SEC's net capital rule (Rule 15c3-1), which requires that the Company maintain a minimum net capital, as defined. #### **Use of Estimates** The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. {10}------------------------------------------------ ### Note 2 - Significant Accounting Policies (Continued) ## **Revenue Recognition** The Company recognizes revenue in accordance with ASC606, Revenue from Contracts with Customers. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. The Company enters into fee agreements with corporations and fund managers for various private placement offerings. The Company earns success fees by referring qualified prospective investors to the investment fund. The Company may receive distribution fees paid by the fund manager or fund upfront and/or over time. The Company believes its performance obligation is the referral of investors which is fulfilled when the investor purchases an interest in a fund (trade date). Any fixed amounts are recognized on trade date. Variable amounts are recognized to the extent it is probable that a significant revenue reversal will not occur once the uncertainty is resolved. For variable amounts, since the uncertainty is dependent on the value of the fund at future points in time as well as the length of time an investor remains in the fund, both of which are highly susceptible to factors outside the Company's influence, the Company does not believe that it can overcome this constraint until the value of the fund and the investors' activities are known, which are usually monthly or quarterly. Distribution fees recognized in the current period are primarily related to performance obligations that have been satisfied in prior periods. In addition, the Company may recognize revenue from consulting fees which may be earned and recognized over the life of the underlying agreement, at the time work is performed and services are rendered. They are presented as Services Fees on the accompanying Statement of Operations for the year ended December 31, 2022. The Company also provides, M&A advisory services, through fundraising and financial brokerage services whereas the Company identifies and introduces clients to third party sources which would provide financing and/or refinancing options. Commissions are calculated as a percentage of the aggregate amount of the respective financing. Performance obligation is deemed to be satisfied at the completion of rendered services and revenue is recognized when client received payment from the third party source at which point it becomes nonrefundable. {11}------------------------------------------------ ## Note 2 - Significant Accounting Policies (Continued) ### **Cash and Cash Equivalents** The Company maintains cash in bank accounts which, at times, may exceed federally insured limits of \$250,000. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. At December 31, 2022 the Company is not in excess of federally insured limits. The Company has defined cash equivalents as highly liquid investments with original maturities of three months or less. As of December 31, 2022, the Company has \$77,216 cash equivalents in its Money Market account. #### **Accounts Receivable** Accounts receivable represent amounts due from fund managers for various private placement offerings. Management has determined that no allowance for doubtful accounts is necessary at December 31, 2022 because it is fully collectable. ## **Operating Expenses** Operating expenses such as professional services fees, regulatory fees and broker-dealer fidelity bond insurance premiums are related to operating activities of the Company. These are expensed in the period to which they relate. ## **Income Taxes** Income taxes are not payable by, or provided for, the Company, since the Company is a single member Limited Liability Company. In accordance with ASC 740-10, *Accounting for Uncertainty in Income Taxes,* the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. At December 31, 2022, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will always be subject to ongoing reevaluation as facts and circumstances may require. The Company's 2019 through 2022 tax years are open for examination by the federal and state taxing authorities. As of December 31, 2022 there were no examinations in process. {12}------------------------------------------------ ## Note 2 - Significant Accounting Policies (Continued) #### **Relevant Accounting Pronouncements** The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. Other accounting standards that have been issued or proposed by FASB or other standards setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. ### **Subsequent Events** The Company has evaluated events and transactions that occurred between December 31, 2022 and March 23, 2023, the date the financial statements were available to be issued, for possible recognition or disclosure in the financial statements. There were no subsequent events that occurred during the period that would require disclosure in this report or would be required to be recognized in the financial statements as of December 31, 2022. #### Note 3 – Prepaid Expenses Company's prepaid assets in the amount of \$24,642 as of December 31, 2022 comprised mainly of FINRA Annual Renewals and FINRA Flex Funding account. #### Note 4 – Related Party Transactions The Company has an Expense Sharing Agreement (ESA) in place with its Parent. Under the terms of the ESA, the Parent provides the Company with human capital and relative expenses are calculated monthly and allocated to the Company based on agreed upon percentages. These shared expenses include salaries, benefits, bonuses, and employee related taxes. The Company's total reimbursements for the year amounted to \$33,194 as reflected on the Statement of Operations for the year ended December 31, 2022. The Company is also engaged with Fortis Green Renewables Investment Management I, LLC which acts as a manager of Fortis Green Renewables Green Fund I, that primarily invests in small-scale renewable energy projects in Sub-Saharan Africa. Parent of the Company, CommonGood Capital, LLC, holds a 20% equity interest in the fund Manager, as described in the Confidential Private Placement Memorandum of the Fund. Moreover, The Company does not receive any compensation for the services provided under the terms of this Agreement; however, The Company does receive monthly administration fees and any expense reimbursements, that amount was recorded at \$3,000 on December 31, 2022. {13}------------------------------------------------ #### Note 5 -Net Capital Requirements The Company is subject to the SEC's Net Capital Rule (Rule 15c3-1), which requires that the Company maintain "Net Capital" equal to the greater of \$5,000 or 6-2/3% of "Aggregate Indebtedness", as defined, and requires that the ratio of aggregate indebtedness to net capital shall not exceed 15 to 1. At December 31, 2022, the Company's "Net Capital" was \$54,270 and the "Required Net Capital" was \$5,000. At December 31, 2022, the Company's ratio of aggregate indebtedness to net capital was 0.85 to 1. #### Note 6 – Risk and Uncertainties Capital contributions were provided by the Parent during the year ended Dec 31, 2022 and accounted to \$110,000. While the Company is optimistic that it will generate sufficient revenue to fund its future operations in the upcoming year, it will continue to rely on CommonGood Capital for financial support through capital contributions until more favorable economic environment whereas Company is able to sustain its independency. The Company continues to monitor the impact of the COVID-19 (coronavirus) outbreak closely as new developments take place. {14}------------------------------------------------ # **COMMONGOOD SECURITIES, LLC Supplemental Information Computation of Net Capital Pursuant to S.E.C. Rule 15c3-1** December 31, 2022 | Net Capital | | |----------------------------------------------------------------------------------------------------|-----------------------| | Total member's equity from the Statement of Financial
Condition | \$ 118,578 | | Non-Allowable Assets from the Statement of Financial Condition
Net Capital before haircuts | (64,308)
54,270 | | Net Capital | 54,270 | | Net Capital Requirements
Greater of \$5,000 or 6 2/3% of Aggregate Indebtedness of
\$ 46,348 | 5,000 | | Excess Net Capital | \$ 49,270 | | Aggregate Indebtedness Ratio (Maximum Allowable 1500%): | | | Aggregate Indebtedness
Divided By
Net Capital | 46,348
/
54,270 | | Aggregate Indebtedness Ratio | 85.40% | The net capital computed above and the Company's computation of net capital on its December 31, 2022 FOCUS Report - Part IIA agree. As a result, no reconciliation is necessary. See Report of Independent Registered Public Accounting Firm regarding supplementary information. {15}------------------------------------------------ ## **COMMONGOOD SECURITIES, LLC** # **STATEMENT ON EXEMPTION FROM THE COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENT UNDER RULE 15c3-3** ## **DECEMBER 31, 2022** The Company did not claim an exemption to SEA Rule 15c3-3 throughout the fiscal year ended December 31, 2022, in reliance on footnote 74 to SEC Release 34-70073, dated July 30, 2013 and as discussed in Q&A 8 of the related FAQ issued by SEC staff on April 4, 2014, in relation to the Company's private placement of securities business. In order to avail itself from this option, the Company represented that it does not and will not, (1) directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) does not and will not carry accounts of or for customers, and (3) does not and will not carry PAB accounts, and will remain, limited to private placement of securities business and merger & acquisitions advisory services. See Report of Independent Registered Public Accounting Firm regarding supplementary information. {16}------------------------------------------------ ## **COMMONGOOD SECURITIES, LLC** # **STATEMENT ON EXEMPTION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3** ## **DECEMBER 31, 2022** The Company did not claim an exemption to SEA Rule 15c3-3 throughout the fiscal year ended December 31, 2022, in reliance on footnote 74 to SEC Release 34-70073, dated July 30, 2013 and as discussed in Q&A 8 of the related FAQ issued by SEC staff on April 4, 2014, in relation to the Company's private placement of securities business. In order to avail itself from this option, the Company represented that it does not and will not, (1) directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) does not and will not carry accounts of or for customers, and (3) does not and will not carry PAB accounts, and will remain, limited to private placement of securities business and merger & acquisitions advisory services. The Company had no obligation under Rule 15c3-3 throughout the most recent fiscal year without exemption. See Report of Independent Registered Public Accounting Firm regarding supplementary information. {17}------------------------------------------------ CommonGood Securities 275 E. Webster Avenue Winter Park, FL 32789 888-736-4485 info@commongoodcap.com commongoodcap.com ![](_page_17_Picture_1.jpeg) March 2, 2023 ## **Exemption Report Pursuant to Rule 17A-5 of the Securities and Exchange Commission** ## **RE: CommonGood Securities, LLC – December 31, 2022 Audit** CommonGood Securities, LLC 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 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) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients;(2) participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4, 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. I, Jeff Shafer, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Signature Name: Jeffrey Shafer Title: CEO Company: CommonGood Securities, LLC {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – EXEMPTION REPORT REVIEW #### To the Member of **CommonGood Securities, LLC:** We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) **CommonGood Securities, LLC** (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 effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; 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. The Company'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 the Company'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. Assurance Dimensions, Tampa, Florida March 23, 2023 > **ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES also d/b/a McNAMARA and ASSOCIATES, PLLC** **TAMPA BAY**: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053 **JACKSONVILLE**: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053 **ORLANDO:** 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053 **SOUTH FLORIDA**: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053 www.assurancedimensions.com Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.