# WILLOW COVE INVESTMENT GROUP, INC. X-17A-5 (2022-03-24) — Broker-dealer annual report - Company: WILLOW COVE INVESTMENT GROUP, INC. - Form: X-17A-5 - Filed: 2022-03-24 - Period: 2021-12-31 - Accession: 0001130212-22-000002 - CIK: 1130212 - File #: 8-53062 - Type: Broker-dealer - Material weakness: No - Auditor: OHAB AND COMPANY - Auditor location: MAITLAND, FL - Contact: Lynne Rach - Phone: 619-857-5966 - Email: mlosse@willowcove.net - Website: willowcove.net - Signed by: MICHAEL LOSSE (PRESIDENT) Original filing: https://www.sec.gov/Archives/edgar/data/1130212/000113021222000002/annualaudit2021.pdf --- {0}------------------------------------------------ # FINANCIAL STATEMENTS For the year ended December 31, 2021 *With* INDEPENDENT AUDITORS' REPORT THEREON ![](_page_0_Picture_5.jpeg) {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: I 2 # **ANNUAL REPORTS FORM X-17A-S PART Ill** | SEC FILE NUMBER | |-----------------| | 8-53062 | **FACING PAGE Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING **01/01/2021** MM/DD/YY AND ENDING **12/31/2021** MM/DD/YY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: WILLOW COVE INVESTMENT GROUP, INC. TYPE OF REGISTRANT (check all applicable boxes): ~Broker-dealer O 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.) 5887 T BAR LANE (No. and Street) WINNECONNE WI 54986 (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING MICHAEL LOSSE 858-404-0677 MLOSSE@WILLOWCOVE.NET (Name) (Area Code - Telephone Number) (Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing \* OHAB AND COMPANY, PA (Name - if individual, state last, first, and middle name) 100 E SYBELIA AVE, SUITE 130 MAITLAND FL 32751 (Address) (City) (State) (Zip Code) JULY 28, 2004 1839 l" **of R,g;st,atloo w;th PCAOBJ(;f apphcable) FOR OFFICIAL USE ONLY (PCAOB R,g;stratloo N,mbe,, ;r applkable)** I \* Claims for exemption from the requirement that the annual reports be covered by the reports of an Independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-S(e)(l)(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 0MB control number.** {2}------------------------------------------------ #### OATH OR **AFFIRMATION** I, MICHAEL LOSSE swear (or affirm} that to the best of my knowledge and belief, the financial report pertaining to the firm of WILLOW COVE INVESTMBffGROUP, NC. as of DECEMBER 31 2~ 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. **DAWN K. NORTHWAY NOTARY PU8UC STATE OF WISCONSIN** Title: PRESIDENT Notary Public *-t..loff* #### Thi, filing0 contains (check all **applicable bores):** - Ii (a) St.atement offtnancial condition. - D {b) Notes to consolidated statement of financial condition. - Ii (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). - **liil** (d) Statement of cash flows. - **liil (e)** Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liablllties subordinated to claims of creditors. - Ii (g) Notes to consolidated financial statements. - Ii (h) Computation of net capital under 17 CFR 240.1Sc3·1 or 17 CFR 240.lBa·l. as applicable, - 0 (i) Computation of tangible net worth under 17 CFR 240.18a•2. - D 0) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3•3. - D (k) Computation for determination of securlty•based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.1Sc3·3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.1Sc3-3. - ii (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (n) Information relating to possession or control requirements for security-based **swap** customers under 17 CFR 240.1Sc3•3(p}(2} or 17 CFR 240.18a-4, as applicable. - Ii lo) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3·l, 17 CFR 240.18a•1, or 17 CFR **240.18a•2, as** applicable, and the reserve requirements under 17 CFR 240.1Sc3·3 or 17 CFR 240.lSa-4, as applicable, If material differences **exist,** or a statement that no material differences exist. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - Ii (q) Oath or affirmation in accordance with 17 CFR 240.17a•S, 17 CFR 240.17a-12, or 17 CFR 240.l8a•7, as applicable. - D (rl Compliance report In accordance with 17 CFR 240.17a-S 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. - iii (u} Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a•7, or 17 CFR 240.17a-12, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.l7a•S or 17 CFR 240.18a-7, as applicable. - Ii (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-S or 17 CFR 240.18a·7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-le or 17 CFR 240.17a-12, as applicable. - D (y) Report describing any material Inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies e1D(z)Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_ \_ \_ - *.... To request confidential treatment of certain portions of this filing, see 17 CFR 240.l7a·5(e)(3) or 17 CFR 240.lBa-l(d)(l), as applicable.* {3}------------------------------------------------ # **TABLE OF CONTENTS** | Independent Auditors' Report


1 | |-------------------------------------------------------------------------------------------------------------------------------------------------| | Financial Statements: | | Statement of Financial Condition 2 | | Statement of Operations 3 | | Statement of Stockholders Equity
4 | | Statement of Cash Flows 5 | | Notes to Financial Statements
6 | | Supplementary Information: | | Computation of Net Capital Under Rule l5c3-l of the
Schedule l -
Securities and Exchange Commission 11 | | Computation for Determination of Reserve Requirements
Schedule 11 -
Under Rule I 5c3-3 of the Securities and Exchange Commission 12 | | Schedule III -
Information Relating to Possession or Control Requirements
Under Rule 15c3-3 of the Securities and Exchange Commission 13 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 100 E. Sybclia **Ave.** Suite 130 Maitland, FL 327S I *Certified Public Accountants* Email: pam@ohabco.conl Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders' of Willow Cove Investment Group, Inc. #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Willow Cove Investment Group, lnc. as of December 31, 2021, the related statement of operations, changes in stockholders' 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 WIiiow Cove Investment Group, Inc. as of December 31, 2021 , 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 Willow Cove Investment Group, lnc.'s management. Our responsibility Is to express an opinion on Willow Cove Investment Group, lnc.'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 Willow Cove Investment Group, 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 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 Supplemental Information** The Schedules I, II and Ill have been subjected to audit procedures performed in conjunction with the audit of Willow Cove Investment Group, lnc.'s financial statements. The supplemental information is the responsibility of Willow Cove Investment Group, lnc.'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.A. §240.17a-5. In our opinion, the Schedules I, II and Ill are fairly stated, in all material respects, in relation to the financial statements as a whole. Ohab and Company, PA We have served as Willow Cove Investment Group, lnc.'s auditor since 2018. Maitland, Florida March 17, 2022 {5}------------------------------------------------ #### **WILLOW COVE INVESTMENT GROUP, INC. (A wholly owned subsidiary ofLM Squared Investments, LLC)** **Statement of Financial Condition December 31, 2021** | ASSETS | | |----------------------------------------------------------------|---------------| | Current assets: | | | Cash | \$
163,909 | | Receivable from munial funds, alternative and other securities | 4,109 | | Shareholder Advance | 5,000 | | Total current assets | 173,018 | | Property and equipment, net (Note 2) | | | Total assets | \$
173,018 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | Current liabilities: | | | Accounts payable and accrued expenses | 31,607 | | Noncurrent laibilities | | | Accounts payable and accrued expenses | \$
31,607 | | Common stock, no par value; 25,000 shares authorized; | | | 1,000 shares issued and outstanding | l00 | | Additional paid-in capital | 460,693 | | Accumulated deficit | (319 382) | | Total stockholders' equity | 141,411 | | Total liabilities and stockholders' equity | \$
173,018 | {6}------------------------------------------------ **(A wholly owned subsidiary of LM Squared Investments, LLC) Statement of Operations For the year ended December 31, 2021** | Revenues: | | |------------------------------------------------------|---------------| | Commissions - Alternative Investments - DSTs | \$
803,152 | | Commissions - Alternative hlvestments - Income Funds | 30,750 | | Mutual Fund and 12b-l Fees | 22,410 | | Consulting Income - Admin | 2,500 | | Investment Due Diligence Fee | 150,660 | | Other Income - Refunds | 529 | | Interest Income | 39 | | Total revenues | 1,010 040 | | Operating Expenses: | | | Commissions | 811.634 | | Clearing charges | (650) | | Professional fees | 8,729 | | Regulatory | 6,463 | | Compensation and related | 92.775 | | Communications | 2,823 | | Rent | 1,800 | | Office expense | 10,625 | | Other | 8,592 | | Tomi operating clq>enses | 942,792 | | Total operating income | 67,248 | | Income before pro,1ision for income taxes | 67,248 | | Provision for income taxes (Note 2) | | | et Income | \$
67,248 | {7}------------------------------------------------ #### **WILLOW COVE INVEST.MENT GROUP, INC. (A wholly owned subsidiary of LM Squared Investments, LLC) Stateml'nt ofStoc.kholders' Equity For the year ended December 31, 2021** | | | Common s1ock | | | | | | | | |-----------------------------|---------------------------------|--------------|-------------------------------|----|------------------------|---|-----------|---|----------| | | Shares
outstanding
Amount | | Additional
paid-in capital | | Accumulated
delicit | | Total | | | | Balance. December 31. 2020 | 1,000 | \$ | 100 | \$ | 456.193 | s | (389,780) | s | 66,513 | | Prior Period Adjustment | | | | | | | 3,150 | | 3,150 | | Capi1al contributions | | | | | 4.500 | | | | 4,500 | | Distriblrtions to Parent | | | | | | | | | | | Net Income. | | | | | | | 67,248 | | 67.248 | | Balance, DAdjustments to reconcile net loss to net cash used by operating activitiei | \$ | |-------------------------------------------------------------------------------------------------|---------------| | | 67,248 | | | | | Realized (gain) loss on marketable securities. net | | | Unrealized (gain) loss on marketable securities, net | | | Shareholder Advance | (4,590) | | Decrease (increase) in assets | | | | 15,047 | | Receivable from clearing organization & mutual funds | 37,751 | | | 224 | | Deposits | | | (Decrease) increase in liabilities | (47,314) | | Accounts payable and accrued expenses | | | Net cash flows provided by operating activities | 68,366 | | Cash tlows from financing activities | | | Capital contributions | 4,500 | | Net cash flows provided by financing activities | 4,500 | | Net increase (decrease) in cash | 72,866 | | Cash at beginning of year | 91,043 | | Cash at end of year | \$
163,909 | | Cash Paid for Income Tax | \$
800.00 | | Ca5h Paid for 1nt~rest | \$ | {9}------------------------------------------------ # **1. ORGANIZATION** Willow Cove Investment Group, Inc. (the "Company") is a registered broker dealer licensed by the Securities and Exchange Commission ("SEC") and *is* a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. The Company is engaged in the following business activities: (l) retailing corporate equity securities over-the-counter, (2) retailing corporate debt securities, (3) underwriter or selling group participant (corporate securities and alternative investments other than mutual funds) on best effort basis only, (4) mutual fund retailer via subscription applications, (5) private placement of securities. (6) merger and acquisition services, (7) advisory services for memorandum and document development, (8) syndication advisory services and (9) corporate finance due diligence. All securities transactions for the accounts of its customers are cleared through another broker-dealer on a fully disclosed basis. # **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** # **Use of Estimates** The preparation of financial statements in confonnity with generally accepted accounting principles in the United States requires management to make estimates that affect the reported amounts of assets and liabilities and disclosures 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 may differ from those estimates. # **Cash and Cash Equivalents** For purposes of reporting the statement of cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and alJ highly liquid debt instruments purchased with an original maturity date of three (3) months or less to be cash equivalents. Cash balances in excess of FDIC and similar insurance coverage are subject to the usual banking risks associated with funds in excess of those limits. At December 31. 2021 , the Company had no uninsured cash balances. {10}------------------------------------------------ ### **Revenue Recognition.** # *SignJficant Judgments* Revenues from contracts with customers includes comm1ss1on income and due diligence /marketing fees from DST Alternative Investments, mutual fund and l 2b-l fees, and investment banking. 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; 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. # *Commissions* Brokerage Commissions: Commissions from the sale of mutual funds and variable annuities and l2b-1 's are recognized as revenue at the point in time the associated service is fulfilled which is based on the trade date. Commissions from the sale of DST and other subscription based alternative investments are recognized as revenue at the point in the time the associated service is fulfilled which is based on the closing transaction date. ### **Property and Equipment** Property and equipment are stated at cost. Depreciation and amortization are generally provided using the straight-line method over the estimated useful lives of the assets which ranges between 3 to 7 years. ### **Income Taxes** The Company uses the liability method of accounting for income taxes whereby deferred tax asset and liability account balances are calculated at the balance sheet date using the current tax laws and rates in effect. {11}------------------------------------------------ The amount of current and deferred taxes payable or refundable is recognized as of the date of the financial statements, utilizing currently enacted tax laws and rates. Deferred tax expenses of benefits are recognized in the financial statements for the changes in deferred tax liabilities or assets between years. As of December 31 , 2021 the Company has approximately \$106,993 of net operating loss (NOL) carry-forward for federal income tax purposes. The resulting net prior period losses are available for future years and expire through 2032. Utilization of these losses may be everely limited. There are no deferred tax assets or liabilities at December 31 2021. State income taxes are provided for the effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to differences between financial and income tax bases of assets and liabilities. The deferred tax assets and liabilities if any represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled. The Company recognizes and measures its unrecognizable tax benefits in accordance with F ASB ASC 740, Income Taxes. Under that guidance the Company assesses the likelihood, based on their technical merit that tax positions will be sustained upon examination based on the facts. circumstances and information available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available or when an event occurs that requires a change. # **3. PROPERTY AND EQUIPMENT** Property and equipment consisted of the following a of December 3 t, 2021: | Fumjture and equipment | \$9.845 | |-------------------------------|---------| | Total Property and Equipment | \$9.845 | | Less Accumulated Depreciation | (9845) | | Net Book Value | \$ 0.00 | #### **4. SECURITIES OWNED** Securitie owned are bought and held principally for the purpose of selling them in the near term and are classified as trading securities. Trading securities are carried at fair value {12}------------------------------------------------ based on quoted market prices, with the change in fair value during the period included in earnings. December 31 , 202 l consisted of no marketable equity securities. # **5. COMMITMENTS AND CONTINGENCIES** The Company has no commitments or contingencies at year end December 31 , 2021. # **6. OFF BALANCE SHEET CREDIT RISK** As discussed in Note l, the Company does not hold customer segregated cash or securities balances. Transacti.ons are processed by a clearing firm on a fully disclosed basis. In conjunction with this arrangement, the Company is contingently liable for any unsecured debit balances in the customer accounts introduced by the Company. These customer activities may expose the Company to off-balance-sheet credit risk in the event the introduced customer is unable to fulfill its contracted obligations. The Company seeks to control such credit risk by monitoring its exposure to the risk of loss daily, on an accountby-account basis. At December 31, 2021 , the Company was not responsible for any unsecured debits and did not have any open positions in its trading accounts ### **NET CAPITAL REQUIREMENTS** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-I) which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to I (and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed IO to I). At December 31 , 2021, the Company had a net capHal of \$136,411.00 that was \$131 ,411.00 in excess of the net capital of \$5,000.00. The Company's percentage of aggregate indebtedness to net capital at December 31, 202 I was 23 .17 to I. # 7. **RELATED PARTY TRANSACTIONS** # *Office Lease* In February 2016, the FASB issued ASU 2016-02 Leases-(Topic842). ASU 2016-02 will require the recognition of lease assets and lease liabilities on the balance sheet related to the rights and obligations created by lease agreements, including for those leases classified {13}------------------------------------------------ as operating leases under pre ious GAAP along with disclosure of key infonnation about leasing arrangements. The Company has elected not to apply the recognition requirements of Topic 842 relating to its short-term related party office lease and instead has elected to recognize the lease payments as lease costs on a straight-line basis over the lease term. The terms for the Company's office rental agreement is \$150 per month on a month to month basis. The cost was \$1800 for the office lease for the year ended December 31 , 2021. #### **8. SUBSEQUENT EVENTS** The Company has evaluated the events and transactions that occurred through the date that the financial statements were available to be issued. o material events or transactions occurred during this period that would render these financial statements to be misleading. {14}------------------------------------------------ SUPPLEMENT AL INFORMATION {15}------------------------------------------------ **(A wholly owned subsidiary of LM Squared Investments, LLC) Schedule** I **Computation of Net Capital Under Rule 15c3-l of the Securities and Exchange Commission For the year ended December 31, 2021** | Net Capital:
Total stockholder's equity from statement of financial condition | | \$
141,41] | |----------------------------------------------------------------------------------|-------|----------------| | Deductions: | | | | Non-allowable assets: | | | | Aged Receivable | \$ | | | Employee Advance | 5,000 | | | Prepaid expenses | | | | Property and equipment, net (Note 2) | | | | | | 5,000 | | Tentative net capital | | 136,411 | | Haircuts on securities | | | | Options and securities | \$ | | | Undue coucentration | | | | | | | | Net capital | | \$
136,411 | | Total aggregate indebtedness | | \$
31 ,607 | | Minimum net capital required | | \$
5,000 | | Net capital surplus | | \$
13l ,4]1 | | Ratio of aggregate indebtness to net capital | | 23.1 7 | There are no material differences between the above computation of net capital and the Company's corresponding unaudited Part HA of FORM X-l 7A-5 as of December 3 t, 2021 {16}------------------------------------------------ (A wholly owned subsidiary ofLM Squared Investments, LLC) Schedule II Computation for Determination of Reserve Requirements Under Rule 15c3-3 of the Securities and Exchange Commission as of December 31, 2021 The Company is claiming an exmption from Rule 15c3-3 under provision 15c3-3(k)(2)(ii). {17}------------------------------------------------ WILLOW COVE INVESTMENT GROUP, INC. (A wholly owned subsidiary of LM Squared Investments, LLC) Schedule III Information Relating to Possession or Control Requirements Under Rule 15c3-3 of the Securities and Exchange Commission as of December 31, 2021 The Company is claiming an exception from Rule I 5c3-3 under provision l 5c3-3(k)(2)(ii). {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) 100 E. SybeliaAve. Suite 130 Maitland, FL 32751 *Certified Public Accountants* Email: pam@ohobco.com Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders' of Willow Cove Investment Group, Inc. We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Willow Cove Investment Group, Inc. identified the following provisions of 17 C.F.R. §15c3-3(k) under which Willow Cove Investment Group, Inc. claimed an exemption from 17 C.F.A. §240.15c3-3: (2)(ii) (exemption provisions) and (2) Willow Cove Investment Group, Inc. stated that Willow Cove Investment Group, Inc. met the identified exemption provisions throughout the most recent fiscal year without exception. Willow Cove Investment Group, lnc.'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 Willow Cove Investment Group, 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 on the provisions set forth in paragraph (k) (2) (ii) of Rule 15c3-3 under the Securities Exchange Act of 1934. ~,\_-JI. ~ • p,.<.,- Ohab and Company, P.A. Maitland, Florida March 17, 2022 {19}------------------------------------------------ ![](_page_19_Picture_0.jpeg) # **WILLOW COVE INVESTMENT GROUP, INC. EXEMPTION REPORT PURSUANT TO SEC RULE 17a-5 FOR THE YEAR ENDED December 31, 2021** Willow Cove Lnvestment Group, Inc. (the "Company" ) is a registered broker-dealer subject to Rule l 7a-S promulgated by the Securities and Exchange Commission (17 C.F.R. §240.J?a-S "Reports to be made by certain broker-dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5. To the best of its knowledge and belief, the Company states the following: ( I) The Company claimed an exemption from I 7 C.F.R. §240. I 5c3-3 under the following provision of 17 C.F.R. §240.1 Sc3-3 (k)(2)(ii) and (2) The Company met the identified exemption provisions in 17 C.F.R. §240.15c3-3 (k)(2)(ii) throughout the most recent fiscal year without exemption. I, Michael Losse affirm that, to the best of my knowledge and belief, this Exemption Report is true and correct. *~ • L* Michac~ 5887 T Bar Lane, Winneconne WI. 54986 \*(858)404-0677 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.