# M.J. GROSSNICKLE, LLC X-17A-5 (2023-04-05) — Broker-dealer annual report - Company: M.J. GROSSNICKLE, LLC - Form: X-17A-5 - Filed: 2023-04-05 - Period: 2022-12-31 - Accession: 0001849461-23-000003 - CIK: 1849461 - File #: 8-70674 - Type: Broker-dealer - Material weakness: No - Auditor: MRPR Group, P.C. - Auditor location: Southfield, MI - Contact: Matthew Grossnickle - Phone: (917)-538-2387 - Email: mjg@mjgrossnickle.com - Website: mjgrossnickle.com - Signed by: Matthew Grossnickle (Director) Original filing: https://www.sec.gov/Archives/edgar/data/1849461/000184946123000003/mjgrossnicklefy2022a.pdf --- {0}------------------------------------------------ | ANNUAL REPORTS | |----------------| | FORM X-17A-5 | | PART III | | | SEC FILE NUMBER | | |--|-----------------|--| | | | | | FILING FOR THE PERIOD BEGINNING 01/01/2022 | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | I listi AND ENDING 12/31/2022 | | | |-------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|-------------------------------|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | MM/DD/YY | | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF FIRM: M.J. GROSSNICKLE, LLC | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
🇿 Broker-dealer
□ Check here if respondent is also an OTC derivatives dealer | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 157 MAIN STREET | | | | | | | (No. and Street) | | | | | DAMARISCOTTA | MAINE | | | 04543 | | (City) | (State) | | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Matthew Grossnickle +1 (917) 538-2387 | | | | mjg@mjgrossnickle.com | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
MRPR GROUP, P.C. | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 28411 Northwestern Highway Suite 800 Southfield | | | MI | 48034 | | (Address) areason wikimi wareta elain er for (City)Treate inc no Jeaser 1999 (Gitate)ours gi
09/22/2009 | | | | (Lip Code)
900000374480000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 | | (Date of Registration with PCAOB)(if applicable) | | | | (PCAOB Registration Number, if applicable) | {1}------------------------------------------------ - - - - - - - - - - - - - - - - - - - - - - - - - - - {2}------------------------------------------------ FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION PURSUANT TO RULE 17a5 OF THE SECURITIES AND EXCHANGE COMMISSION AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER 31, 2022 {3}------------------------------------------------ # M.J. GROSSNICKLE, LLC FOR THE YEAR ENDED DECEMBER 31, 2022 #### TABLE OF CONTENTS #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - AUDIT REPORT 1 | M.J. GROSSNICKLE, LLC
FOR THE YEAR ENDED DECEMBER 31, 2022 | | |------------------------------------------------------------------------------------------------------------------|----------| | TABLE OF CONTENTS | | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM - AUDIT REPORT | 1 | | FINANCIAL STATEMENTS:
Statement of Financial Condition | | | Statement of Operations | 4 | | Statement of Changes in Member's Equity
Statement of Cash Flows | 5
6 | | Notes to Financial Statements | 7 | | SUPPLEMENTAL INFORMATION: | | | I. Schedule of Computation of Net Capital Under Rule 15c3-1 of the Securities and
Exchange Commission | | | Il. Schedule of Computation for Determination of Reserve Requirements for | 11
12 | | Broker/Dealer Under Rule 15c3-3 (Exemption) | | | III. Schedule of Information Relating to the Possession or Control Requirements
Under Rule 15c3-3 (Exemption) | 13 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -
EXEMPTION REPORT REVIEW | 14 | | EXEMPTION REPORT | 15 | | Exchange Commission | 11 | |---------------------------------------------------------------------------------|----| | Il. Schedule of Computation for Determination of Reserve Requirements for | | | Broker/Dealer Under Rule 15c3-3 (Exemption) | 12 | | III. Schedule of Information Relating to the Possession or Control Requirements | | | Under Rule 15c3-3 (Exemption) | 13 | | | | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - | 14 | | EXEMPTION REPORT REVIEW | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Member M.J. Grossnickle, LLC Damariscotta, Maine #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of M.J. Grossnickle, 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 M.J. Grossnickle, 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 M.J. Grossnickle, LLCs management. Our responsibility is to express an opinion on M.J. Grossnickle, LLCs 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 M.J. Grossnickle, 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. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ One Northwestern Plaza 28411 Northwestern Highway Suite 800 Southfield, Michigan 48034 5538 O 248.357.9000 F 248.357.9001 182 South Industrial Drive Saline, Michigan 48176 O 734.429.7172 F 734.429.7383 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. {5}------------------------------------------------ #### Auditors Report on Supplemental Information The I Schedule of Computation of Net Capital Pursuant to Rule 15c3-1, II Schedule of Computation for Determination of Reserve Requirements for Broker/Dealer Under Rule 15c3-3 (Exemption) and III Schedule of Information Relating to the Possession or Control Requirements Under Rule 15c3-3 (Exemption) (referred to as supplemental schedules) have been subjected to audit procedures performed in conjunction with the audit of M.J. Grossnickle, LLC s financial statements. The supplemental information is the responsibility of M.J. Grossnickle, LLCs management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplemental schedules are fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as M.J. Grossnickle, LLCs auditor since 2022. Southfield, Michigan March 27, 2023 {6}------------------------------------------------ | M.J. GROSSNICKLE, LLC
STATEMENT OF FINANCIAL CONDITION | | |-----------------------------------------------------------|--------------| | As of December 31, 2022 | | | | | | ASSETS
Current Assets
Bank Accounts | | | Business Checking (9100) | 103,528.92 | | Total Bank Accounts | \$103,528.92 | | Other Current Assets
Due From Member | 140.70 | | FINRA EBill Cash Account | 707.05 | | Total Other Current Assets | \$847.75 | | Total Current Assets | \$104,376.67 | | TOTAL ASSETS | \$104,376.67 | | LIABILITIES AND EQUITY | | | Liabilities | | | Current Liabilities | | | Accounts Payable | | | Accounts Payable (A/P) | 0.00 | | Accrued Professional Fees | 1,500.00 | | Total Accounts Payable | \$1,500.00 | | Total Current Liabilities | \$1,500.00 | | Total Liabilities | \$1,500.00 | | Equity | | | Retained Earnings | -74,918.25 | | Shareholder's Equity | 255,000.00 | | Net Loss | -77,205.08 | | Total Equity | \$102,876.67 | | | | #### SEE NOTES TO FINANCIAL STATEMENTS {7}------------------------------------------------ | M.J. GROSSNICKLE, LLC | | | |------------------------------------------------------------------|-----------------------|--| | STATEMENT OF OPERATIONS
For The Year Ended, December 31, 2022 | | | | | | | | | | | | | | | | REVENUE | \$0.00 | | | Expenses | | | | Bank Charges & Fees | 153.00 | | | Dues & subscriptions | 495.00 | | | Legal & Professional Services
Compliance IT Vendor | | | | KAPCO GROUP, INC. Expense | 1,000.00
67,150.00 | | | Total Legal & Professional Services | 68,150.00 | | | Meals & Entertainment | 116.12 | | | Office Supplies & IT | 337.59 | | | Information Technology | 1,373.42 | | | Intuit QuickBooks Expense | 671.58 | | | Telephony | 442.42 | | | Total Office Supplies & IT | 2,825.01 | | | Regulatory Fees & Expenses | 2,012.50 | | | FINRA Fee / Exam | 1,854.00 | | | Total Regulatory Fees & Expenses | 3,866.50 | | | Rent & Lease | 1,205.00 | | | Travel | 394.45 | | | Total Expenses | \$77,205.08 | | | NET OPERATING LOSS | \$ -77,205.08 | | | NET LOSS | \$ -77,205.08 | | #### SEE NOTES TO FINANCIAL STATEMENTS {8}------------------------------------------------ #### STATEMENT OF CHANGES IN MEMBER'S EQUITY | M.J. GROSSNICKLE, LLC | | | |-----------------------------------------|---------------|--| | STATEMENT OF CHANGES IN MEMBER'S EQUITY | | | | As of December 31, 2022 | | | | | | | | BALANCE, AT BEGINNING OF YEAR | \$180,081.75 | | | CONTRIBUTIONS, AT BEGINNING OF YEAR | - | | | NET LOSS | -77,205.08 | | | BALANCE, AT END OF YEAR | \$ 102,876.67 | | SEE NOTES TO FINANCIAL STATEMENTS {9}------------------------------------------------ #### STATEMENT OF CASH FLOWS | M.J. GROSSNICKLE, LLC | | |-------------------------------------------------------------------------|---------------| | STATEMENT OF CASH FLOWS | | | For The Year Ended, December 31, 2022 | | | | TOTAL | | OPERATING ACTIVITIES | | | Net Loss | -77,205.08 | | Adjustments to reconcile Net Loss to Net Cash provided by operations: | | | Due From Member | -54.11 | | FINRA EBill Cash Account | -231.00 | | Accounts Payable (A/P) | 0.00 | | Accrued Professional Fees | 1,500.00 | | Total Adjustments to reconcile Net Loss to Net Cash used by operations: | 1,214.89 | | Net cash used in
operating activities | \$ -75,990.19 | | NET CASH DECREASE
FOR PERIOD | \$ -75,990.19 | | Cash at beginning of period | 179,519.11 | | CASH AT END OF PERIOD | \$103,528.92 | ### SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | Cash paid for interest: | \$ - | |-----------------------------|------| | Cash paid for income taxes: | \$ - | #### SEE NOTES TO FINANCIAL STATEMENTS {10}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS ## NOTE 1 - Summary of Significant Accounting Policies ### Organization M.J. GROSSNICKLE, LLC (the "Company") was formed for the purpose of doing business as a Capital Acquisition Broker; commercial operations commenced March 15th, 2022 following the acceptance of membership in the Financial Industries Regulatory Authority ("FINRA"). The Company engages in mergers & acquisition advisory and private placement of securities. It does not carry customer accounts, hold customer funds or securities or introduce accounts on a fullydisclosed basis to a clearing firm. Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. ### Revenue recognition The Company follows ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue from contracts with customers includes fees from investment banking 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 allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Revenue from these arrangements is recognized at a point in time, generally the closing date of the transaction. There was no revenue from investment banking services during 2022. (M&A) and private placement activities. The recognition and measurement of revenue is based on Revenue from contracts with customers includes advisory services on mergers and acquisitions 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 allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Revenue from these arrangements is recognized at a point in time, generally the closing date of the transaction. There was no revenue from advisory services during 2022. Revenue for M&A advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed, generally the closing date of the transaction. {11}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS (CONTINUED) ## Computation of customer reserve The Company is exempt from customer reserve requirements and providing information relating to possession or control of securities pursuant to Rule 15c3-3 of the Securities and Exchange Act of 1934. The Company is considered "Non-Covered Firm" exempt from 17 C.F.R. S 240.15c3-3 and is filing an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to private placement of securities and mergers & acquisition advisory. ## Income taxes The Company is a limited liability company under the Internal Revenue Code. Because of this election, Federal income taxes are not provided for in the accompanying financial statements. ## Cash and cash equivalents The Company considers any investment with a maturity of three months or less at date of purchase to be cash or cash equivalents. Cash and cash equivalents includes accounts which may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. At December 31, 2022, there were no accounts with balances that exceeded the FDIC limits. ## Leases Leases are accounted for in accounting for in accordance with ASC 842 Leases. The company has an operating lease for their corporate office space in Damariscotta, Maine requiring monthly payments of \$350.00 and certain variable lease payments on a month to month basis. The company has elected to apply short term lease exception to a term of one year or less. Lease expense under this agreement was \$1,205 for 2022. NOTE 2 - Net Capital Requirements The Company is subject to the Securities and Exchange Commission "Uniform Net Capital Rule" (Rule 15c3-1), which requires the maintenance of minimum net capital at an amount equal to the greater of \$5,000 or 6 2/3 % of aggregate indebtedness and requires that the ratio of aggregate indebtedness to net capital not exceed 15 to 1. At December 31, 2022 , the Company had net capital of \$102,877 which was \$97,029 in excess of the required capital of \$5,000. The Company is also subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1), which requires that the ratio of aggregate indebtedness to net capital, both as defined, not exceed 15 to 1. SEC Rule 15c3-1 also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At December 31 , 2022, the Company's ratio of aggregate indebtedness to net capital was .01 to 1. {12}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS (CONTINUED) ## NOTE 3 - Subsequent Events The Company has evaluated subsequent events through March 24, 2023. There were no subsequent events identified that would require recognition or disclosure in the financial statements. ## NOTE 4 - Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2022, the Company had Member's Equity of \$102,876.67, having experienced negative cash outflows of \$75,990.19 during the twelve months ended As of December 31, 2022. These factors raise a degree of doubt about the Company's ability to continue as a going concern beyond 2023. If the Company's Managing Member is unable to inject additional capital, restructure ongoing expenses, or market conditions otherwise improve, it may be forced to curtail or cease operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. {13}------------------------------------------------ FOR THE YEAR ENDED DECEMBER 31, 2022 SUPPORTING SCHEDULES PURSUANT TO RULE 17a-5 OF THE SECURITIES AND EXCHANGE COMMISSION {14}------------------------------------------------ # M.J. GROSSNICKLE, LLC DECEMBER 31, 2022 ## I SCHEDULE OF COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION #### NET CAPITAL | M.J. GROSSNICKLE, LLC | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------| | DECEMBER 31, 2022 | | | I SCHEDULE OF COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE
SECURITIES AND EXCHANGE COMMISSION | | | NET CAPITAL | | | Total members' equity qualified for net capital
Deductions and/or charges Nonallowable assets:
Other assets
Total Nonallowable assets
Net capital | \$102,877
848
848
\$102,029 | | AGGREGATE INDEBTEDNESS | \$1,500 | | COMPUTATION ON BASIC NET CAPITAL REQUIREMENTS | | | Minimum net capital required (6 2/3% of total aggregate
indebtedness)
Minimum dollar net capital requirement
Net capital requirement (greater of above two minimum requirement
amounts)
Excess net capital | 100
5,000
5,000
\$97,029 | ### COMPUTATION ON BASIC NET CAPITAL REQUIREMENTS | Total members' equity qualified for net capital | \$102,877 | |-------------------------------------------------------------------|-----------| | Deductions and/or charges Nonallowable assets: | | | | | | Total Nonallowable assets | 848 | | | | | AGGREGATE INDEBTEDNESS | \$1,500 | | | | | COMPUTATION ON BASIC NET CAPITAL REQUIREMENTS | | | | | | Minimum dollar net capital requirement | 5,000 | | Net capital requirement (greater of above two minimum requirement | | | amounts) | 5,000 | | Excess net capital | \$97,029 | #### Reconciliation of Computation of Net Capital The above computation does not differ from the computation of net capital under Rule 15c3-1 as of December 31, 2022 as filed by M.J. GROSSNICKLE, LLC on Form X-17A-5. Accordingly, no reconciliation is deemed necessary. #### Statement Regarding SIPC Agreed-upon Procedures The Company is exempt from the filing of the SIPC Agreed-upon Procedures report as gross revenues are less than \$500,000. {15}------------------------------------------------ # M.J. GROSSNICKLE, LLC DECEMBER 31, 2022 ## Il SCHEDULE OF COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS FOR BROKER/DEALER UNDER RULE 15c3-3 (EXEMPTION) M.J. GROSSNICKLE, LLC is exempt from the Computation for Determination of Reserve Requirement for Broker/Dealer under Rule 15c3-3 of the Securities and Exchange Commission. The Company is considered "Non-Covered Firm" exempt from 17 C.F.R. S 240.15c3-3 and is filing an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to private placement of securities. {16}------------------------------------------------ # M.J. GROSSNICKLE, LLC DECEMBER 31, 2022 ## Ill SCHEDULE OF INFORMATION FOR POSSESSION OR CONTROL REQUIREMENTS FOR BROKER/DEALER UNDER RULE 15c3-3 (EXEMPTION) M.J. GROSSNICKLE, LLC is exempt from the Information for Possession or Control Requirement for Broker/Dealer under Rule 15c3-3 of the Securities and Exchange Commission. The Company is considered "Non-Covered Firm" exempt from 17 C.F.R. S 240.15c3-3 and is filing an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to private placement of securities. {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Member M.J. Grossnickle, LLC Damariscotta, Maine We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) M.J. Grossnickle, 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 to private placement of securities and mergers and acquisition advisory services. 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. M.J. Grossnickle, LLCs 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 M.J. Grossnickle, LLCs 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. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ One Northwestern Plaza 28411 Northwestern Highway Suite 800 Southfield, Michigan 48034 5538 O 248.357.9000 F 248.357.9001 182 South Industrial Drive Saline, Michigan 48176 O 734.429.7172 F 734.429.7383 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 Companys 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. Southfield, Michigan March 27, 2023 -14- {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) #### EXEMPTION REPORT M.J. GROSSNICKLE, LLC (the "Company") is a registered Capital Acquisition Broker ("CAB") under the FINRA CAB Rules, subject to any restrictions described in FINRA CAB Rule 016(c)(1), and subject to Rule 17a5 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, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. - 3. The Company limits its business activities exclusively to: - a. Private Placements of Securities - b. Mergers and Acquisition Advisory Services - 4. Consequently, the Company, can not, and will not: - a. Directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers - b. Does not and will not carry accounts of or for customers - c. Does not and will not carry PAB accounts I, Matthew J. Grossnickle, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Matthew J. Grossnickle Director, M.J. GROSSNICKLE, LLC March 6th, 2023 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.