# OCEANUS SECURITIES, LLC X-17A-5 (2025-06-27) — Broker-dealer annual report - Company: OCEANUS SECURITIES, LLC - Form: X-17A-5 - Filed: 2025-06-27 - Period: 2025-03-31 - Accession: 0001311892-25-000002 - CIK: 1311892 - File #: 8-66772 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab & Company, P.A. - Auditor location: Maitland, FL - Contact: James Marvin - Phone: 212-509-5600 - Email: niting@oceanus.net - Website: oceanus.net - Signed by: Nitin Gambhir (President) Original filing: https://www.sec.gov/Archives/edgar/data/1311892/000131189225000002/ocnpubx.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 ## ANNUAL REPORTS FORM X-17A-5 PART III | SEC FILE NUMBER | |-----------------| | 8-66772 | 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 04/01/2024 MM/DD/YY AND ENDING\_03/31/2025 MM/DD/YY A. REGISTRANT IDENTIFICATION # NAME OF FIRM: OCEANUS SECURITIES, 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.) | | | 521 5th Avenue, Suite 37th Fl | | | | |--|--|-------------------------------|--|--|--| |--|--|-------------------------------|--|--|--| | NY | | 10175 | | | | | |-----------------------------------------------------------------------------------------------------|--------------------------------------------------|----------------------------------------------------------------------------------------------------------|--|--|--|--| | (State) | | | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | 212-509-5601 | | niting@oceanus.net | | | | | | (Area Code - Telephone Number) | (Email Address) | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Ohab and Company, P.A. | | | | | | | | | | | | | | | | Maitland | ட | 32751 | | | | | | (City) | (State) | (Zip Code) | | | | | | | 18399 | | | | | | | | | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | (Date of Registration with PCAOB)(if applicable) | (Name - if individual, state last, first, and middle name)
(PCAOB Registration Number, if applicable) | | | | | \* 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-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 | swear (or affirm) that, to the best of my knowledge and belief, the
Nitin Gambhir | | | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--| | financial report pertaining to the firm of OCEANUS SECURITIES, LLC
as of
, 2 5
03/31 | | | | | | 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. | | | | | | | | | | | | Signatur | | | | | | Odo6 2025 | | | | | | ritle: | | | | | | HENRY CHEN
President | | | | | | First - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1
Notary Public - State of New York
NO. 01CH0004648 | | | | | | Qualified in New York County
Notary Public | | | | | | My Commission Expires Mar 31, 2027 | | | | | | 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 (d) Statement of cash flows. | | | | | | [] (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. | | | | | | L (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. | | | | | | L (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. | | | | | | L (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. | | | | | | □ (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-5, 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. | | | | | | renert hased on an ovamination of cortain statements in the compliance renort under 17 | | | | | - □ (v) Independent public accountant's report based on an examination of certain statements in the compliant 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. - [] {y Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, as applicable. - □ 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 240.18c-7(d)(2), as applicable. {2}------------------------------------------------ ## **OCEANUS SECURITIES, LLC** ## **FINANCIAL STATEMENTS FOR THE YEAR ENDED** ## **MARCH 31, 202ϱ** ## **AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** {3}------------------------------------------------ ![](_page_3_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 Members of Oceanus Securities, LLC #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of Oceanus Securities, LLC as of March 31, 2025 and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of Oceanus Securities, LLC as of March 31, 2025 in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion This financial statement is the responsibility of Oceanus Securities, LLC's management. Our responsibility is to express an opinion on Oceanus Securities, LLC's financial statement 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 Oceanus Securities, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is 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 statement, 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. Ohals and Company, HA We have served as Oceanus Securities, LLC's auditor since 2021. Maitland, Florida June 24, 2025 {4}------------------------------------------------ #### **OCEANUS SECURITIES, LLC** #### **STATEMENT OF FINANCIAL CONDITION** #### **MARCH 31, 2025** #### **ASSETS** | Cash and Cash Equivalents | 1,624,720 | |---------------------------------------|-----------------| | Accounts receivable | 288,229 | | Other assets | 1,452 | | Clearing Deposits | 100,012 | | Software marketing rights | 20,000 | | Total assets | \$
2,034,413 | | LIABILITIES AND MEMBERS' EQUITY | | | Accounts payable and accrued expenses | \$
88,136 | | Due to related party | 1,066,518 | | Total liabilities | 1,154,654 | | Members' equity | 879,760 | | Total liabilities and members' equity | \$
2,034,413 | {5}------------------------------------------------ ### **OCEANUS SECURITIES, LLC** ### **NOTES TO FINANCIAL STATEMENTS** ### **MARCH 31, 2025** #### **NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS** Oceanus Securities LLC (the "Company") was organized on October 15, 2003 as a Delaware limited liability company to conduct business as a registered broker-dealer under the Securities Exchange Act of 1934. As a limited liability company, the members' liability is limited to their investment. The Company licenses software that provides efficient execution of securities transactions to its customers. Customers are typically broker-dealers and investment managers. Additionally, the company has a clearing arrangement to introduce customers on a fully disclosed basis. ### **NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES** #### **Basis of Accounting** The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") as set forth by the Financial Accounting Standards Board ("FASB"). #### **Use of Estimates** The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management believes that the estimates utilized in preparing its financial statements are reasonable; however, actual results could differ from those estimates. #### **Recognition of Revenues** The Company recognizes revenue from contracts with customers in accordance with FASB Accounting Standards Codification 606 (ASC 606) –Revenue from Contracts with Customers. The standard's core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 prescribes a fivestep process to accomplish this core principle, including: - x Identification of the contract with the customer; - x Identification of the performance obligation(s) under the contract; - x Determination of the transaction price; - x Allocation of the transaction price to the identified performance obligation(s); and {6}------------------------------------------------ x Recognition of revenue as (or when) an entity satisfies the identified performance obligation(s). #### **Management Fees** The Company receives management fees for providing license trading software for execution management and order management for securities transactions. The Company presents revenue on a gross basis as they act as an agent when providing access to the software they license. The Company believes that the performance obligation is satisfied on the service usage date (i.e. trade date) because that is the date when the underlying financial instrument or purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership of the securities have been transferred to/from the customer. #### **Interface Connections** The company provides customers the ability to connect to the markets. Services are provided over time, invoiced quarterly in advance, without variable consideration, and therefore recognized variability over the period. #### **Interest Income** Interest income is recognized as T-bills mature or for banking institutions in the period earned. #### **Clearing Deposit** The Company has an agreement with a clearing broker to execute and clear, on a fully disclosed basis, customer accounts of the Company. In accordance with this agreement, the Company is required to maintain a deposit in cash or securities. The Company has a deposit with its clearing broker, which is refundable to the Company should it discontinue its arrangement. #### **Accounts Receivable** Accounts receivable are customer obligations due under normal trade terms generally requiring payment within 30 days from the invoice date. Accounts receivable are stated at the amount management expects to collect from outstanding balances. At March 31, 2025 management estimates no allowance for credit losses. #### **Software Marketing Rights** Software marketing rights are an intangible asset representing rights contributed by the founders of the company and are recorded based on estimated value at the time of the contribution. They are evaluated annually for possible impairment. #### **Cash & Cash Equivalents** For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The company maintains cash and other deposits with banks, and at times, such deposits exceed applicable insurance limits. #### **NOTE 3 - REGULATORY REQUIREMENTS** As a broker-dealer, the Company is subject to the net capital requirements of the Securities {7}------------------------------------------------ Exchange Act. Rule 15c3-1 requires 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. Rule 15c3-1 also requires that equity capital may not be withdrawn or cash dividends paid if the resulting net capital would be less than 120% of the minimum net capital requirement. In addition, certain advances, payments of dividends and other equity withdrawals are subject to notification provisions of Rule 15c3-1. Rule 15c3-1 requires that the Company maintain minimum net capital equal to the greater of \$100,000 or 6 2/3% of aggregate indebtedness. At March 31, 2025, the Company had net capital of \$738,903 which was \$638,903 in excess of its required net capital of \$100,000. The ratio of aggregate indebtedness to net capital at March 31, 2025 was 1.56 to 1. ### **NOTE 4 - INCOME TAXES** The Company is a limited liability company and as such, is required to file its own partnership tax return, however it does not record a provision for taxes for deferred items as income flows through and is the responsibility of individual members. The Company has adopted the provisions of FASB Accounting Standards Codification 740-10, Accounting for Uncertainty in Income Taxes. Under FASB ASC 740-10, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity's status and the decision not to file a return. The Company has evaluated each of its tax positions and has determined that it has no uncertain tax positions for which a provision or liability for income taxes is necessary. The Company files income tax returns in the U.S. in both federal and state jurisdictions. With few exceptions the Company is no longer subject to U.S. federal, state or local tax examinations by taxing authorities for years before 2018. ### **NOTE 5 - RELATED PARTY TRANSACTIONS** 100% of the Company's revenue (excluding interest income) is derived from the distribution of software developed by one of its members, Tethys Technology, Inc. (Tethys), pursuant to an agreement for which it pays Tethys fees for usage. As a result, during the year ended March 31, 2025 the Company incurred \$2,240,460 in licensing expenses to Tethys. As of March 31, 2025, the Company owed Tethys \$1,066,518 for licensing fees in connection with the agreement. The Company shares office space, personnel and other office expenses with Tethys. Tethys pays these expenses and allocates a portion of these expenses on a monthly basis to the Company, pursuant to a written expense sharing agreement. During the year ended March 31, 2025 these expenses amounted to \$14,400. On the Statement of Income these expenses are classified as allocated overhead. The Company's operating results and financial position may differ if the aforementioned entities were autonomous. ### **NOTE 6 – CONCENTRATIONS** {8}------------------------------------------------ Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash in checking and money market deposit bank accounts which are insured by the Federal Deposit Insurance Corporation (FDIC) up to \$250,000 at one financial institution. As of March 31, 2025, the Company had deposits at a single financial institution that exceeded the FDIC Insurance limit by \$627,185. The Company's three largest customers comprise 63% of total revenue. Approximately 73% of accounts receivable is from the Company's three largest customers. ### **NOTE 7 – SEGMENT REPORTING** The Company is engaged in a single line of business as a securities broker-dealer, which is the licensing of trading algorithm software. The Company has identified as its President as the chief operating decision maker ("CODM"), who 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 3), 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 the 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 are the same as those described in the summary of significant accounting policies. #### **NOTE 8 – UNCERTAINTY** ASC Topic 275, Risks and Uncertainties, requires entities to disclose information about risks and uncertainties that could significantly affect the amounts reported in the financial statements or the functioning of the entity in the near term. As of the date of issuance of these financial statements, The Company is not aware of any risks or uncertainties that materially impacted the Company's operating results, financial position, or its ability to continue as a going concern. #### **NOTE 9 - FAIR VALUE MEASUREMENTS** Fair Value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurements date. There are three levels of inputs that may be used to measure fair values: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices, such as: - x Quoted prices for similar assets or Liabilities in active markets; - x Quoted prices for identical or similar assets or liabilities in inactive markets; - x Inputs, other than quoted prices, that are: {9}------------------------------------------------ - Observable; or - Can be corroborated by observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Assets and Liabilities measured at fair value on a recurring basis, are summarized below: | | Quoted | | | | |----------------------|---------------|------------|--------------|-----------| | | Market prices | Other | | | | | in Active | Observable | Unobservable | | | | Markets | Inputs | Inputs | | | | (Level 1) | (Level 2) | (Level 3) | Total | | As of March 31, 2025 | | | | | | U.S. Treasury Bills | \$747,534 | - | - | \$747,534 | There are no transfers between level 1,2 or 3 investments during the year ended March 31, 2025. ### **NOTE 10 - CREDIT LOSSES** The company follows ASC Topic 326, 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). The Company had accounts receivables as of March 31, 2024 and 2025 of \$ 285,122 and \$288,229 respectively. ### **NOTE 11 - SUBSEQUENT EVENTS** The Company has evaluated subsequent events through the date these financial statements were available to be issued and has noted that no significant events requiring disclosure or adjustments have occurred since the date of the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.