# WILLOW COVE INVESTMENT GROUP, INC. X-17A-5 (2026-04-14) — Broker-dealer annual report - Company: WILLOW COVE INVESTMENT GROUP, INC. - Form: X-17A-5 - Filed: 2026-04-14 - Period: 2025-12-31 - Accession: 0001130212-26-000003 - CIK: 1130212 - File #: 8-53062 - Type: Broker-dealer - Material weakness: No - Auditor: OHAB AND COMPANY, PA - Auditor location: MAITLAND, WI - Contact: MICHAEL LOSSE - Phone: 8584040677 - Email: mlosse@willowcove.net - Website: willowcove.net - Signed by: MICHAEL LOSSE (PRESIDENT) Original filing: https://www.sec.gov/Archives/edgar/data/1130212/000113021226000003/wcigaudit.pdf --- {0}------------------------------------------------ # **WILLOW COVE INVESTMENT GROUP, INC.** ## **FINANCIAL STATEMENTS** **For the year ended December 31, 2025** *With* **INDEPENDENT AUDITORS' REPORT THEREON** ![](_page_0_Picture_5.jpeg) {1}------------------------------------------------ #### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 ## ANNUAL REPORTS FORM X-17A-5 PART III | SEC FILE NUMBER | |-----------------| | 8-53062 | FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | "ING FOR THE PERIOD BEGINNING 01/01/2025 | | AND ENDING 12/31/2025 | | |------------------------------------------|----------|-----------------------|--| | | MM/DD/YY | MM/DD/YY | | A. REGISTRANT IDENTIFICATION # NAME OF FIRM: WILLOW COVE INVESTMENT GROUP, INC. #### TYPE OF REGISTRANT (check all applicable boxes): [ 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.) ### 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. STE. 130 MATTLAND | | | | 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. {2}------------------------------------------------ #### OATH OR AFFIRMATION I. MICHAEL LOS & successfully and and and or affirm) that, to the best of my knowledge and belief, the as of the same of the same of the same as of financial report pertaining to the firm of WILLOW COVE INVESTMENT GROUP, INC. 12/31 2 025 partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified soley as that of a customer. Signature: Title: PRESIDENT This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - □ (b) Notes to consolidated statement of financial condition. - C (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. - | |} 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. - 0 (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. - | | Oath or affirmation in accordance with 17 CFR 240.17a-5, 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. - O (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [ {x) Supplemental reports on applying agreed upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - L {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 certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.180-7(d)(2), 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: | | Schedule I - Computation of Net Capital Under Rule l5c3-l of the
Securities and Exchange Commission 11 | | Schedule II - Computation for Determination of Reserve Requirements
Under Rule 15c3-3 of the Securities and Exchange Commission 12 | | Schedule III - Information Relating to Possession or Control Requirements
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76,257 | | Commissions - Alternative Investments - Income Funds | 189,337 | | Mutual Fund and 12b-1 Fees | 18.296 | | Investment Due Diligence Fee | 48.405 | | Other Income - Refund | 627 | | Interest Income | 4 | | Referral Income | 17.500 | | Total revenues | 350.426 | | Operating Expenses: | | | Commissions | 284,859 | | Professional fees | 13,976 | | Regulatory | 8,402 | | Compensation and related | 78,400 | | Communications | 2,643 | | Rent | 2,350 | | Office expense | 8,099 | | Other | 2,354 | | Total operating expenses | 401,083 | | Total operating income | (50,657) | | Income before provision for income taxes | (50,657) | | Provision for income taxes (Note 2) | | | Net Income | (50,657)
S | {7}------------------------------------------------ | | Common stock
Shares
outstanding
Amount | | Additional
paid-in capital | | Accumulated
deficit | | Total | | | |----------------------------|-------------------------------------------------|---|-------------------------------|---|------------------------|----|-----------|---|----------| | Balance, December 31, 2024 | 1,000 | S | 100 | S | 442,693 | రి | (212,055) | S | 230,738 | | Prior Period Adjustment | | | | | | | | | | | Capital contributions | | | | | | | | | | | Distributions to Parent | - | | - | | - | | | | | | Retained Earnings | | | | | | | | | | | Net Income | - | | | | - | | (50,657) | | (50,657) | | | | | | | | | | | | | Balance, December 31, 2025 | 1,000 | S | 100 | S | 442,693 | ટે | (262,713) | ಕ | 180.080 | {8}------------------------------------------------ | Cash flows from operating activities
Net Income (loss)
Adjustments to reconcile net loss to net cash used by operating activities
Realized (gain) loss on marketable securities, net
Unrealized (gain) loss on marketable securities, net | S | (50.657) | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----|----------| | | | | | | | | | | | | | | | | | Decrease (increase) in assets | | | | Prepaid Expenses and other assets | | (640 | | Receivable from clearing organization & mutual funds | | (4) | | Deposits | | | | (Decrease) increase in liabilities | | (7,703) | | Accounts payable and accrued expenses | | | | Net cash flows provided by operating activities | | (59,020) | | Cash flows from financing activities | | | | Capital contributions | | | | Net cash flows provided by financing activities | | | | Net increase (decrease) in cash | | (59,020) | | Cash at beginning of year | | 247,111 | | Cash at end of year | ਦਿ | 188,091 | | Cash Paid for Income Tax | | ಕ್ಕಿ | | Cash Paid for Interest | | ಕಿತ | {9}------------------------------------------------ ### **1. ORGANIZATION** Willow Cove Investment Group, Inc. (the "Company") is a registered broker-dealer with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). The Company is authorized to engage in general securities business that may include: (1) retail transactions in corporate equity securities over-the-counter, (2) retail transactions in corporate debt securities, (3) participation, on a best-efforts basis, as an underwriter or selling group member in offerings of corporate securities and alternative investments (excluding mutual funds), (4) distribution of mutual funds via subscription applications, (5) private placement of securities, including Regulation D offerings, (6) merger and acquisition consulting services, (7) advisory services related to memorandum and document development, (8) syndication advisory services; and (09) corporate finance due diligence services. ### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** #### **Use of Estimates** The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. #### **Cash and Cash Equivalents** For the purpose of reporting the statement of cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all 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. On December 31. 2025, the Company had no uninsured cash balances. {10}------------------------------------------------ #### **Revenue Recognition**. #### *Significant Judgments* Revenues from contracts with customers include commission income and due diligence /marketing fees from DST Alternative Investments, alternative investment offerings 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 12b-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. #### *Distribution Fees* The Company enters into arrangements with Mutual Fund companies and may receive distribution fees paid by the funds up front, over time or upon the investor's exit from the fund, known as a contingent deferred sales charge. The Company believes that its obligation for its performance is the sale of mutual fund shares and as such this is fulfilled on the trade date. Distribution fees recognized in the current period are primarily related to performance obligations that have been satisfied in prior periods. #### **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. {11}------------------------------------------------ #### **Income Taxes** The Company uses the liability method of accounting for income taxes whereby deferred tax assets and liability account balances are calculated at the balance sheet date using the current tax laws and rates in effect. 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, 2025, the Company has approximately \$0 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 severely limited. There are no deferred tax assets or liabilities on December 31, 2025. 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 FASB 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 as of December 31, 2025: | Furniture and equipment | \$10,360 | |-------------------------------|----------| | Total Property and Equipment | \$10,360 | | Less Accumulated Depreciation | (10102) | | Net Book Value | \$ 258 | {12}------------------------------------------------ #### **4. SECURITIES OWNED** Securities 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 based on quoted market prices, with the change in fair value during the period included in earnings. December 31, 2025, consisted of no marketable equity securities. #### **5. SINGLE REPORTING SEGMENT** The Company operates in one business segment as a securities Broker-Dealer, providing services that include participation in Regulation D Rule 506 offerings, direct mutual fund distribution, and investment banking and advisory services. The Company's President as the chief operating decision maker ("CODM"), uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 7), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment align with those described in the summary of significant accounting policies. The statement of financial condition represents the single reportable segment's financial information for the year ended December 31, 2025. ### **6. COMMITMENTS AND CONTINGENCIES** The Company has no commitments or contingencies at year end December 31, 2025. ## **7. OFF BALANCE SHEET CREDIT RISK** As discussed in Note 1, the Company does not hold customer segregated cash or securities balances. Transactions 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 account {13}------------------------------------------------ by-account basis. On December 31, 2025, 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 15c3-1) 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 1 (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 l0 to l). On December 31, 2025, the Company had a net capital of \$177,864 which represents \$172,8641 in excess of the net capital of \$5,000.00. The Company's percentage of aggregate indebtedness to net capital on December 31, 2025, was 0.076 to 1. #### **8. 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 as operating leases under previous GAAP, along with disclosure of key information 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. Beginning January 1, 2025, the monthly rent was \$150. Effective February 1, 2025, the terms for the Company's office rental agreement increased to \$200 per month on a monthto-month basis. The total rent paid to the related party for the year ending December 31, 2025 was \$2350. ### **9. CREDIT LOSSES** The Company follows ASC Topic 32, Financial Instruments – Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets by requiring a current Expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. Under the accounting update, the Company has the ability to determine that there are no expected credit losses in certain circumstances (e.g., based on the credit quality of the customer). {14}------------------------------------------------ The Company had accounts receivable as of December 31, 2024, and 2025 of \$3,307.49 and \$3,321.58 respectively. #### **10. COMPANY CONDITION** The Company had a loss of \$50,657.26 for the year ended December 31, 2025. The Company stockholder has agreed to provide capital contributions to the Company as necessary for it to continue operations and to maintain compliance with minimum capital requirements. Management expects the Company to continue as a going concern and the financial statements accompanied have been prepared on a going-concern basis without adjustment for realization in the events the Company ceases to continue as a going concern. #### **11. SUBSEQUENT EVENTS** The Company has evaluated the events and transactions that occurred through the date that the financial statements were available to be issued. No material events or transactions occurred during this period would render these financial statements to be misleading. {15}------------------------------------------------ #### **SUPPLEMENTAL INFORMATION** {16}------------------------------------------------ | Net Capital: | | | | |------------------------------------------------------------------|---|------|------------| | Total stockholder's equity from statement of financial condition | | ದಿ | 180,080 | | Deductions: | | | | | Non-allowable assets: | | | | | Aged Receivable | 6 | | | | Employee Advnce | | | 1,878 | | Prepaid Expense | | | 81 | | Property and Equipment | | | 257 | | | | | 2,216 | | Tentative net capital | | | 177,864 | | Haircuts on securities | | | | | Options and securities | 6 | | | | Undue concentration | | | | | | | | | | Net capital | | S | 177,864 | | Total aggregate indebtedness | | S | 13,549 | | Minimum net capital required | | ಕ್ಕಾ | 5,000 | | Net capital surplus | | ಆ | 172,864 | | Ratio of aggregate indebtness to net capital | | | 0.076 to 1 | There are no material differences between the above computation of net capital and the Company's corresponding unaudited FOCUS Report, Part IIA of FORM X-17A-5 as of December 31, 2025 {17}------------------------------------------------ WILLOW COVE INVESTMENT GROUP, INC. (A wholly owned subsidiary of LM 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, 2025 The Reserve requirment pursuant to Rule 15c3-3 is not applicable as the Company does not hold customer funds or securities and the Company's activities are limited to those contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5. {18}------------------------------------------------ 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, 2025 The Possession of Control Requirements pursuant to Rule 15c3-3 is not applicable as the Company does not hold customer funds or securities and the Company's activities are limited by Footnote 74 of the SEC Release No. 34-70073 adopting amendents to 17 C.F.R. §240.17a-5. {19}------------------------------------------------ ![](_page_19_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland. FI. 32751 Certified Public Accountants I-mail pam'a ohabeo.com Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholder of Willow Cove Investment Group, Inc. We have reviewed managements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Willow Cove Investment Group, 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 retailing corporate equity securities over thecounter, effecting securities transaction way basis where the funds are payable to the issuer or its agent and not to the Company, underwriter or selling group participant (corporate securities other than mutual funds) on best-efforts only, mutual fund retailer via subscription applications, private placement of securities, merger and acquisition services advisory services for memorandum and document, syndication advisory services and corporate finance due diligence. All securities transactions for the accounts of its customers are cleared through another broker-dealer on a fully disclosed basis. 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. Willow Cove Investment Group, Inc.'s management is responsible for compliance with the provisions contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 and related SEC Staff Frequently Asked Questions 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 provisions of Footnote 74. 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 April 10, 2026 {20}------------------------------------------------ ![](_page_20_Picture_0.jpeg) #### Willow Cove Investment Group Inc. Exemption Report Willow Cove Investment Group, Inc. (the "Company") is a registered broker-dealer subject to Rule 1 7a-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 by 17 C.F.R. §240.1 7a-5(d)(l) 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) retailing corporate equity securities over-the-counter, (2) effecting securities transactions via subscription way basis where the funds are payable to the issuer or its agent and not to the Company; (3) underwriter or selling group participant (corporate securities other than mutual funds) on best-efforts 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, 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 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); (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. Willow Cove Investment Group, Inc. I, Michael W. Losse, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By: Michael Losse Title: President March 16, 2026 > 5887 T Bar Lane | Winneconne, WI 54986 | (858)404-0677 t (858) 613-0020 f Member FINRA/SIPC Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.