# THE GROWTH STAGE INC. X-17A-5 (2023-02-21) — Broker-dealer annual report - Company: THE GROWTH STAGE INC. - Form: X-17A-5 - Filed: 2023-02-21 - Period: 2022-12-31 - Accession: 0001796927-23-000002 - CIK: 1796927 - File #: 8-70467 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab and Company, P.A. - Auditor location: Maitland, FL - Contact: Charlene F Wilson - Phone: 6235334407 - Email: charlene.wilson@thegrowthstage.com - Website: thegrowthstage.com - Signed by: Sam Bygott-Webb (President) Original filing: https://www.sec.gov/Archives/edgar/data/1796927/000179692723000002/tgsiaudit1.pdf --- {0}------------------------------------------------ | UNITED STATES | |------------------------------------| | SECURITIES AND EXCHANGE COMMISSION | | Washington, D.C. 20549 | ## ANNUAL REPORTS FORM X-17A-5 PART III | OMB APPROVAL | | |--------------------------|----| | OMB Number: 3235-0123 | | | Expires: Oct. 31, 2023 | | | Estimated average burden | | | nours per response: | 12 | | | | | SEC FILE NUMBER | | |-----------------|--| | 8-70467 | | 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 A. REGISTRANT IDENTIFICATION MM/DD/YY NAME OF FIRM: The Growth Stage, Inc. TYPE OF REGISTRANT (check all applicable boxes): E 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.) #### 2911 Turtle Creek Blvd., Suite 300 | | (No. and Street) | | | |----------------------------------------------|----------------------------------------------------------------------------|------------------------------------|------------| | Dallas | IX | | 75219 | | (City) | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Charlene F. Wilson | 623-58-4407 | charlene.wilson@thegrowthstage.com | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | Ohab and Company, P.A. | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filling* | | | | | (Name - if individual, state last, first, and middle name) | | | | 100 E Sybella Ave. | Maitland | ﻠ | 32751 | | (Address) | (City) | (State) | (Zip Code) | | | | | | | 100 E Sybella Ave. | Mailland | | 32751 | |-------------------------------------------------|-----------------------|--------------------------------------------|------------| | Address) | (City) | (State) | (Zip Code) | | July 28, 2004 | | 1839 | | | 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. {1}------------------------------------------------ #### OATH OR AFFIRMATION |, Sam Bygott-Webb , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of The Growth Stage, Inc. as of 12/31 2, 2022 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. | | Signature: <
PANY
NATHANIEL JAMES OLIVO
Notary ID #132476006
Title:
My Commission Expires
President
May 7, 2024 | |--|--------------------------------------------------------------------------------------------------------------------------------------| |--|--------------------------------------------------------------------------------------------------------------------------------------| Notary Public #### This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - [ (b) Notes to consolidated statement of financial condition. - @ (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - (d) Statement of cash flows. - (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - (f) Statement of changes in liabilities subordinated to claims of creditors. - (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 Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - [1) 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. - O (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 capible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - | (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - | (q) Oath or affirmation in accordance with 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - [r] Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [t) Independent public accountant's report based on an examination of the statement of financial condition. - (u) Independent public accountant's report based on an examination of the financial 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. - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | CFR 240.18a-7, as applicable. - II (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, as applicable. - | (y) Report describing any material inadequacies 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 chis filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18c-7(d)(2), as applicable. {2}------------------------------------------------ **The Growth Stage, Inc. Financial Statements and Supplemental Schedules Pursuant to Rule 17a-5 Under the Securities Exchange Act of 1934 December 31, 2022** {3}------------------------------------------------ ### **The Growth Stage, Inc. Index December 31, 2022** | | Page | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------| | Report of Independent Registered Public Accounting Firm | | | Financial Statements: | | | Statement of Financial Condition | 2 | | Statement of Income | 3 | | Statement of Changes in Stockholder's Equity | 4 | | Statement of Changes in Liabilities Subordinated to Claims of
Creditors | 5 | | Statement of Cash Flows | 6 | | Notes to Financial Statements | 7
-
10 | | Supplementary Information: | 11 | | Computation of Net Capital Pursuant to
Rule 15c3-1 of the
Securities and Exchange Commission | 12 | | Computation for Determination of Reserve Requirements and
Information Relating to the Possession and Control
Requirements Under SEC Rule 15c3-3 (Exemption) | 13 | | Report of Independent Registered Public Accounting Firm on
Exemption Report Required by SEC Rule 15c3-3 | 14 | | Exemption Report Required by SEC Rule 15c3-3 | 15 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 Certified Public Accountants Email: pam a ohabco.com Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholder's of The Growth Stage, Inc. #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of The Growth Stage, Inc. as of December 31, 2022, the related statements of income, changes in stockholder's equity, changes in liabilities subordinated to claims of creditors, 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 The Growth Stage, Inc. 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 Growth Stage, Inc.'s management. Our responsibility is to express an opinion on The Growth Stage, Inc.'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 Growth Stage, Inc. 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 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 Schedules I and II have been subjected to audit procedures performed in conjunction with the audit of The Growth Stage, Inc.'s financial statements. The supplemental information is the responsibility of The Growth Stage, Inc.'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 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 Schedules I and II are fairly stated, in all material respects, in relation to the financial statements as a whole. Shat and Company, PA We have served as The Growth Stage, Inc.'s auditor since 2022. Maitland, FL February 10, 2023 {5}------------------------------------------------ ## **The Growth Stage, Inc. Statement of Financial Condition December 31, 2022** | ASSETS | | |---------------------------------------------------------|---------------| | Cash and cash equivalents | \$
317,032 | | Prepaid expenses | 19,804 | | TOTAL ASSETS | \$
336,836 | | | | | LIABILITIES | | | Liabilities | | | Accounts Payable and accrued expenses | \$
780 | | Total Liabilities | 780 | | | | | STOCKHOLDER'S EQUITY | | | Common Stock, \$.01 par value, 1,000 shares authorized, | | | 1,000 shares issued and outstanding | 10 | | Additional paid-in-capital | 271,009 | | Retained earnings | 65,037 | | | | | Total Stockholder's Equity | 336,056 | | TOTAL LIABILITIES & EQUITY | \$
336,836 | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ # **The Growth Stage, Inc. Statement of Income Year Ended December 31, 2022** #### **Revenue:** | Broker fees | \$
436,425 | |--------------------------------|---------------| | Other revenue - Intercompany | 65,000 | | Realized currency losses | (2,878) | | Total Revenue | 498,547 | | Expenses: | | | Compensation and benefits | 344,184 | | Occupancy expense | 7,400 | | Professional services | 119,453 | | Regulatory | 10,516 | | Other expense | 9,794 | | Total Expense | 491,347 | | Net Income before income taxes | 7,200 | | Provision for income taxes | 8 | | Net Income | \$
7,192 | The accompanying notes are an integral part of these financial statements. {7}------------------------------------------------ # **The Growth Stage, Inc. Statement of Changes in Stockholder's Equity As of December 31, 2022** | | Retained Earnings/ | | | | | | | |-------------------------------|--------------------|----|------------------------|----|----------|----|--------| | | Common | | Common
(Accumulated | | | | | | | Shares | | Stock | | Deficit) | | Total | | Balances at December 31, 2021 | 1,000 | \$ | 10 | \$ | 57,845 | \$ | 57,855 | | Net Income | | | | | 7,192 | | 7,192 | | Balances at December 31, 2022 | 1,000 | \$ | 10 | \$ | 65,037 | \$ | 65,047 | The accompanying notes are an integral of these financial statements. {8}------------------------------------------------ ## The Growth Stage, Inc. Statement of Changes in Liabilities Subordinated to Claims of Creditors December 31, 2022 | Subordinated borrowings at December 31, 2021 | \$151,009 | |----------------------------------------------|-----------| | Changes in subordinated borrowings | (151,009) | | Subordinated borrowings at December 31, 2022 | \$0 | The accompanying notes are an integral of these financial statements. {9}------------------------------------------------ # **The Growth Stage, Inc. Statement of Cash Flows December 31, 2022** ### **Operating activities:** | Net income | \$
7,192 | |----------------------------------------------------------------------------------------------------------------------|-----------------------------| | Adjustments to reconcile net income to cash
provided by operating activities: | | | Increase in prepaid expense
Decrease in income taxes payable
Increase in accounts payable and accrued expenses | (14,784)
(17,460)
365 | | Net cash used in operating activities | (24,687) | | Financing activities: | | | Capital infusion | 120,000 | | Net cash provided by financing activities | 120,000 | | Net increase in cash and cash equivalents | 95,313 | | Cash, beginning of period | 221,719 | | Cash, end of year | \$
317,032 | | Taxes paid during the year | \$
- | | Interest paid during the year | \$
- | The accompanying notes are an integral part of these financial statements. {10}------------------------------------------------ ### **1. Organization** The Growth Stage, Inc. ("TGS", the "Company") was incorporated in the State of Delaware on September 30, 2019. TGS is a subsidiary of The Growth Stage Limited ("Parent"), a UK registered company. On December 9, 2020, the Financial Industry Regulatory Authority, Inc. ("FINRA") approved the Company's application to act as a Capital Acquisition Broker registered with the Securities and Exchange Commission ("SEC"). TGS is a member of the Securities Investor Protection Corporation ("SIPC"). The Company has adopted a calendar year. The Company, located in Dallas, Texas, limits is business exclusively to the sale of private placement securities and merger and acquisition advisory services. ## 2. **Significant Accounting Policies** ### **Basis of Financial Statement Presentation** The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). In preparing the financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results will differ from such estimates and such differences may be material to the financial statements. ### **Cash and Cash Equivalents** Cash and cash equivalents are comprised of highly liquid investments, including deposits in banks with original maturities of three months or less. #### **Revenue** Revenue from contracts with customers includes success fees related to best efforts private placement offerings and marketing services. The recognition and measurement of revenue is based on the assessment of individual contract terms.. Revenue for success fees is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled. Success fees are considered variable {11}------------------------------------------------ #### **The Growth Stage, Inc. Notes to Financial Statements December 31, 2022 Amounts in US Dollars** consideration as the uncertainty is dependent on the timing and amount of the closing, both of which are highly susceptible to factors outside the Company's influence. Revenues are recognized once it is probably that a significant reversal will not occur. The Company provides advisory services on mergers and acquisitions ("M & A"). Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled. The Company provides marketing services to the Parent. The Company believes the performance obligation for providing marketing services is satisfied over time because the Parent is receiving and consuming the benefits as they are provide by the Company. ## **Significant Judgments** Revenue from contracts with customers includes success fees related to best efforts private placement offerings and marketing services. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocated 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; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. #### **Income Taxes** As of December 21, 2022, open Federal tax years subject to examination include the tax years ended December 31, 2021, 2020 and 2019. The Company is also subject to state income taxes. As of December 31, 2022, the Company had no uncertain tax positions, or interest of penalties that quality for either recognition or disclosure in the financial statements. In accordance with FASB ASC 740-10, the Company undergoes an annual analysis of it various tax positions, assessing the likelihood of those positions being upheld with relevant tax authorities, as defined by FASB ASC 740- 10. At December 31, 2022, the Company had no tax positions with relevant tax {12}------------------------------------------------ ### **The Growth Stage, Inc. Notes to Financial Statements December 31, 2022 Amounts in US Dollars** authorities, as defined by FASB ASC 740-10. At December 31, 2022, the Company has no tax positions that would not be held up under examination. #### **Leases** The Company leases office space in Dallas, Texas, on a month-to-month basis without penalty or future obligation. The rental agreement may be terminated by the Company upon 30 days written notice of its intent to vacate. #### **Fair Value of Financial Instruments** The Company estimates that the fair value of financial instruments recognized on the statement of financial condition approximates their carrying value, as such financial instruments are short term in nature. Other assets and liabilities with short and intermediate-term maturities and defined settlement amounts, including receivables, payables and accrued expenses are reported at their contractual amounts, with approximate fair value. ### 3. **Concentration of Risk** The Company maintains its cash with major financial institutions, which at times may exceed the FDIC limit. The Company has not experienced any losses in such accounts. ## 4. **Related-Party Transactions** The Company is under the control of the Parent and is economically dependent on the Parent. 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 the Parent were not consummated on terms equivalent to arm's length transactions. The Company provides merger and acquisition services through referrals from its Parent. During 2022, the Company earned all of its merger and acquisition services revenue through referrals from its Parent. The Company and the Parent have entered into an Expense Sharing and Intercompany Services Agreement ("ESA") effective January 1, 2021, for a 24 month term, automatically renewable for successive 12-month terms unless cancelled by either party. Expenses shared with the Parent include salaries, travel, rent, compliance and accounting plus general overhead and administrative expenses incurred in the normal course of business and are allocated based on {13}------------------------------------------------ #### **The Growth Stage, Inc. Notes to Financial Statements December 31, 2022 Amounts in US Dollars** estimated time commitment spent by the Company on behalf the Parent. Based on the terms in this agreement, the allocations of the Company may not be inclusive of all economic benefits received from or provided to the Parent. The Company does occasionally incur costs which belong to the Parent and are therefore charged to the Parent for reimbursement of those costs. During the period ended December 31, 2022, approximately \$65,000 was billed to the Parent for these shared costs and are included in Other Revenue. #### 5. **Net Capital Requirements** The Company is subject to SEC Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of a minimum net capital, as defined, equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness. At December 31, 2022, the Company had a net capital of \$316,252 which was \$311,252 in excess of its required net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital was 0.0025 to 1. The Company is considered a Non-Covered Firm and does not claim an exemption from SEA Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073. #### 6. **Subordinated Note** In December 2020, the Company entered into a Subordinated Loan Agreement ("Subordinated Loan") with its Parent for \$151,009 in accordance with Appendix D of SEC Rule 15c3-1. In April 2022, FINRA approved the conversion of the Subordinated Loan to equity in the form of additional paid-in-capital. ## 7. **Commitments and Contingencies** As of December 31, 2022, the Company had no commitments or contingencies that required disclosure. ### 8. **Subsequent Events** For disclosure purposes in the financial statements, the Company has evaluated subsequent events through the date the financial statements were available to be issued. There are no material events that would require adjustments to, or disclosure in, the Company's financial statements. {14}------------------------------------------------ **Supplemental Schedules** {15}------------------------------------------------ | The Growth Stage, Inc.
Schedule I
Computation of Net Capital
Pursuant to Uniform Net Capital Rule 15c3-1
December 31, 2022
Amounts in US Dollars | | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------| | Total Member's Equity | \$ 336,056 | | Nonallowable assets
Other assets | (19,804) | | Total nonallowable assets | (19,804) | | NET CAPITAL | \$ 316,252 | | COMPUTATION OF NET CAPITAL REQUIREMENT:
Aggregate indebtedness
Accrued liabilities | \$
780 | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENT:
Minimum net capital required (the greater of \$5,000
or 6 2/3% of aggregate indebtedness) | \$
5,000 | | Capital in excess of minimum requirements | \$ 311,252 | | Ratio of aggregate indebtedness to net capital | 0.0025 | Note: There are no material differences between the preceding computation and the Company's corresponding unaudited Part IIA of Form X 17A-5 as of December 31, 2022. {16}------------------------------------------------ # **The Growth Stage, Inc. Schedule II Computation for Determination of Reserve Requirements and Information Relating to the Possession and Control Requirements Under Rule 15c3-3 (Exemption) For the Year Ended December 31, 2022** The Company does not claim an exemption from SEA Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073. The Company does 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. {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 Certified Public Accountants Email: pam @ ohabco.com Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholder's of The Growth Stage, Inc. We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) The Growth Stage, Inc. (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 for identifying potential merger and acquisition opportunities for clients, referring securities transactions to other broker-dealers, or providing technology or platform services and participations of securities (other then commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2: of Rule 15c2-4. 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 Growth Stage, Inc.'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 Growth Stage, Inc.'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. Ohab and Company, PA Maitland, Florida February 10, 2023 {18}------------------------------------------------ #### **THE GROWTH STAGE, INC.** #### **Exemption Report** The Growth Stage, Inc. (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) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients, referring securities transactions to other broker-dealers, or providing technology or platform services; and (2) participating in distributions of securities (other than 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, (other than money or other consideration received an 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. The Growth Stage, Inc. I, Sam Bygott-Webb, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Sam Bygott-Webb President January 31, 2023 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.