# APSEC CAPITAL PARTNERS, LLC X-17A-5 (2025-05-02) — Broker-dealer annual report - Company: APSEC CAPITAL PARTNERS, LLC - Form: X-17A-5 - Filed: 2025-05-02 - Period: 2024-12-31 - Accession: 0001456646-25-000002 - CIK: 1456646 - File #: 8-68176 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab and Company, PA - Auditor location: Maitland, FL - Contact: Brian Choi - Phone: 2138056002 - Email: brian.choi@apseccapitalpartners.com - Website: apseccapitalpartners.com - Signed by: Brian Choi (Chief Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1456646/000145664625000002/ecpllc1.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: **Nov.** 30, 2026 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART Ill** | | SEC FILE NUMB~R | |--|-----------------| | | | **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 01/01/24** MM/DD/VY MM/DD/VY **A. REGISTRANT IDENTIFICATION** # NAME oF FIRM: APSEC Capital Partners, LLC TYPE OF REGISTRANT (check all applicable boxes): ~ Broker-dealer □ Security-based swap dealer D Check here if respondent is also an OTC derivatives dealer D Major security-based swap participant AND ENDING **12/31 /24** ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | 700 S. Flower Street, Suite 850 | | |---------------------------------|--| |---------------------------------|--| | CA | | | | |---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--| | | | 90017 | | | (State) | | (Zip Code) | | | | | | | | | | brian.choi@apseccapitalpartners.com | | | | (Email Address) | | | | | | | | | | | | | | | FL | 32751 | | | (City) | (State) | (Zip Code) | | | | 1839 | | | | | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING
213-805-6002
(Area Code -Telephone Number)
OHAB AND COMPANY, PA
100 E SYBELIAAVENUE, SUITE 130 MAITLAND | B. ACCOUNTANT IDENTIFICATION
INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
(Name - if individual, state last, first, and middle name) | | \* 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.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, _B_ria_n_C_h_oi | | | ________________
, swear (or affirm) that, to the best of my knowledge and belief, the | |--------------------|--|----|-------------------------------------------------------------------------------------------| | | | | financial report pertaining to the firm of APSEC Capital Partners, LLC
as of | | 12/31 | | 2~ | is true and correct. I further swear (or affirm) that neither the company nor any | | | | | | partner, officer, director, o e uivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. s;gnature: 0-,,,...,,, Title: CL Chief Financial Officer #### Notary Public #### **This filing\*"' contains (check all applicable boxes):** - **ii** (a) Statement of financial 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). - **ii** (d) Statement of cash flows. - **ii** (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f) Statement of changes in liabilities subordinated to claims of creditors. - **ii** (g) Notes to consolidated financial statements. - **ii** (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.lBa-l, as applicable. - [] (i) Computation of tangible net worth under 17 CFR 240.lBa-2. - **ii** (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (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.lBa-4, as applicable. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - **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 240.15c3-3(p)(2) or 17 CFR 240.lBa-4, as applicable. - **ii** (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.lBa-1, or 17 CFR 240.lBa-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.lBa-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. - **ii** (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.lBa-7, as applicable, - (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - !!!! (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - C (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 report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.lBa-7, or 17 CFR 240.17a-12, as applicable. - □ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - **ii (w)** Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - □ (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 exist, under 17 CFR 240.17a-12(k). □ (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - "'\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17o-5(e)(3) or 17 CFR 240.1Bo-7(d}(2), as applicable. {2}------------------------------------------------ | -~ -_ ---_ -_ -_ -_ -_ -_ -_ -=---_ ---_ -_ -----------_ -_ -_ -_-_ -_-_ -_ -_ -_ -_ -_ -_ -_ -_ -----=-------
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, | | | {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 *Certified Public Acco1111tants* Email: pam@ohabco.com Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of APSEC Capital Partners, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of APSEC Capital Partners, LLC as of December 31, 2024, the related statements of operations and comprehensive income, 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 APSEC Capital Partners, LLC as of December 31, 2024, 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 APSEC Capital Partners, LLC's management. Our responsibility is to express an opinion on APSEC Capital Partners, LLC'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 APSEC Capital Partners, 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 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 and II have been subjected to audit procedures performed in conjunction with the audit of APSEC Capital Partners, LLC's financial statements. The supplemental information is the responsibility of APSEC Capital Partners, LLC'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.R. §240.17a-5. In our opinion, Schedules I and II are fairly stated, in all material respects, in relation to the financial statements as a whole. ~ "~ C.-.--1-?41) ' ~!..,, We have served as APSEC Capital Partners, LLC's auditor since 2019. Maitland, Florida May 1, 2025 {4}------------------------------------------------ # **-INDEX-** ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** ## **FINANCIAL STATEMENTS PAGE** | Statement of Financial Condition as of December 31, 2024 2 | |-----------------------------------------------------------------------------------------------------| | Statements of Operations and Comprehensive Income (Loss) 3
For the year ended December 31, 2024 | | Statements of Members' Equity 4
As of December 31
, 2024 | | Statements of Cash Flows 5
For the year ended December 31, 2024 | | Notes to Financial Statements 6 | | Schedules | | Schedule 1 12 | | Schedule 2 13 | {5}------------------------------------------------ #### **STATEMENT OF FINANCIAL CONDITION** | | As of Dec. 31, 2024 | | |---------------------------------------|---------------------|--------| | ASSETS | | | | Cash | \$ | 51,162 | | Prepaid and Other Assets | | 432 | | TOT AL ASSETS | | 51,594 | | | | | | LIABILITIES | | | | Due to Parent | | 2,410 | | TOTAL LIABILITIES | | 2,410 | | Members' equity | | | | Members' equity | | 49,184 | | TOTAL MEMBERS' EQUITY | | 49,184 | | | | | | TOTAL LIABILITIES AND MEMBERS' EQUITY | \$ | 51,594 | {6}------------------------------------------------ #### **STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME** | | For the Year
Ended | | |----------------------------|-----------------------|-------------------| | | | December 31, 2024 | | Revenues | | | | Advisory Services | \$ | | | Operating expenses | | | | Compensation | | | | General and administrative | | 5,054 | | Travel & Entertainment | | | | Rent | | | | Professional fees | | 5,176 | | Total operating expenses | | 10,230 | | Provision for Income Taxes | | | | Net income (loss) | \$ | {10,230) | {7}------------------------------------------------ #### **STATEMENT OF MEMBERS' EQUITY** | | Accumulated | | Total | |--------------------------------------|--------------|-------------------|--------------| | | Members' | 0th Comprehensive | Member's | | | Equity | Income | Equity | | Balance, December 31, 2023 | 59,414 | | 59,414 | | | | | | | Member contributions | | | | | | | | | | Member distributions | | | | | | | | | | Consideration for membership buyout | | | | | | | | | | Adj for Prior Year Ace 0th Comp Inc. | | | | | | | | | | Net income (loss} | {10,230} | | {10,230} | | | | | | | Balance, December 31, 2024 | \$
49,184 | \$ | \$
49,184 | {8}------------------------------------------------ ## **STATEMENT OF CASH FLOWS** | | As of Dec. 31, 2024 | |--------------------------------------------------------|---------------------| | Cash flows from operating activities: | | | Net income (loss) | {10,230) | | Adjustments to reconcile for realized gains | | | Adjustments to reconcile net income (loss) to net cash | | | provided by operating activities | | | Depreciation and amortization expense | | | Changes in operating assets and liabilities: | | | Accounts receivable and other receivables | 62,389 | | Prepaid and other assets | (407) | | Accounts payable and accrued liabilities | {10,639) | | Net cash provided (used) by operating activities | 41,113 | | Net change in cash and cash equivalents | 41,113 | | Cash, beginning of period | 10,049 | | Cash, end of period | 51,162 | | Supplemental Disclosure: | | | Cash paid for interest | | | Cash paid for taxes | | {9}------------------------------------------------ ## **(NOTES TO FINANCIAL STATEMENTS)** ## **NOTE 1 - ORGANIZATION** Esae Capital Partners, LLC, (the "Company"), a Delaware Limited Liability Company, was formed on October 21, 2008 in the State of Delaware and was granted its registration as a broker-dealer in securities under the Securities Exchange Act of 1934 in October 2009, with the National Association of Securities Dealers (now known as the Financial Industry Regulatory Authority (FINRA). The Company was formed to provide corporate finance and advisory services to small to medium size companies. Effective April 1, 2024, Esae Management Group, LLC, the sole member of the Company, sold 100% of its membership interest in the Company to APSEC Holdings, Inc. Upon completion of the transaction, the Company was renamed **APSEC Capital Partners LLC.** ## **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** Accounting Basis of Presentation: These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments with maturities of three months or less from the date of acquisition. Cash and cash equivalents are on deposit with financial institutions without restrictions. As of December 31, 2024, the accounts contain \$0 above the federally insured limits of \$250,000. Estimates: The preparation of financial statements in accordance with accounting principles generally accepted 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 revenues and expenses during the reporting period. Actual results can differ from those estimates. Revenue Recognition: Significant Judgments - Revenue from contracts with customers includes fees from advisory 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; whether revenue should be presented {10}------------------------------------------------ gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. Advisory Fees - The Company provides advisory services. Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled. However, for certain contracts, revenue is recognized over time for advisory arrangements in which the performance obligations are simultaneously provided by the Company and consumed by the customer. In some circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. Retainers and other fees received from customers prior to recognizing revenue are reflected as contract liabilities. #### Property and Equipment: Property, plant and equipment are stated at cost and have been fully depreciated. Depreciation is computed by use of the straight-line method over the estimated useful lives of the assets, which for buildings is the lesser of 30 years or the remaining life of the underlying building, up to five years for equipment, and the shorter of lease terms or ten years for leasehold improvements. Depreciation and amortization expenses on property and equipment were \$0 and \$0 during 2024. ## Concentrations of Credit Risk: Credit risk represents the accounting loss that would be recognized at the reporting date if counter parties failed completely to perform as contracted. Concentrations of credit risk (whether on or off-balance sheet) that arise from financial instruments exist for groups of customers or counter parties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions described below. Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, and marketable debt securities. The primary focus of the Company's investment strategy is to preserve capital and meet liquidity requirements. The Company's investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector. To manage risk exposure, the Company maintains its portfolio of cash and cash equivalents and short-term and long-term investments. #### Income Taxes: The Company is a limited liability company and as a result is a "disregarded entity" for U.S. Federal state and local income tax purposes by default. All earnings and profits are passed through to the members and are taxed based on their status. Accordingly, no provision for income taxes in made in the financial statements. {11}------------------------------------------------ ## **NOTE 3** - **NET CAPITAL REQUIREMENTS** The Company, as a registered broker-dealer in securities, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1 ), which requires the maintenance of minimum net capital, as defined, of no less than the greater of \$5,000 or 6 2/3% of aggregate indebtedness and a maximum ratio aggregate indebtedness to net capital of 15-to-1. Also, in accordance with the Securities and Exchange Commission Uniform Net Capital Rule 1 ?a-11, the Company must maintain 120% of its minimum net capital requirement. At December 31, 2024, the Company has net capital, as defined, of \$48,752, which was in excess of its required net capital by \$43,752. The Company's ratio of aggregate indebtedness to net capital was .049 to 1 at December 31, 2024. ## **NOTE 4 - SEGMENT REPORTING** The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including principal transactions, agency transactions, investment banking, investment advisory, and venture capital businesses. The Company has identified its Principal Financial Officer 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 5 - COMMITMENTS AND CONTINGENCIES** There are no commitments and contingencies as of December 31, 2024. ## **NOTE 6 - COMPANY CONTINUATION** The Company had a loss year ending December 2024. Company's Managing Member has agreed to provide additional capital to Company as necessary for it to continue to operate and maintain compliance with the minimum net capital requirements. ## **NOTE 7 - ACQUISITION** The Company was acquired by APSEC Holdings, Inc. The Company received FINRA approvals for the transaction on December 7, 2023 and the closing of the transaction occurred on December 10, 2023. There was no cash consideration for the transaction and the operations and management will continue under the new ownership. {12}------------------------------------------------ ## **NOTE 8-RELATED PARTY TRANSACTION** The Company's parent made an initial deposit related to the opening of a bank account and paid FINRA licensing fees for which it is owed \$2,410. ## **NOTE 9 - SUBSEQUENT EVENTS** Management has evaluated the Company's subsequent events and transactions that occurred through the date which financial statements were available to be issued and determined the Company has no events and transactions occurring that require disclosure or recognition. {13}------------------------------------------------ ## **SCHEDULE** I - **COMPUTATION OF NET CAPITAL FOR BROKERS AND DEALERS December 31, 2024** | Total member's equity qualified for net capital
Additions | \$49,184 | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------| | Total | \$49,184 | | Deductions
Prepaid and other assets
Net Capital | -\$432
\$48,752 | | Minimum net capital required | \$5,000 | | Excess capital | \$43,752 | | Minimum net capital at 120% | \$6,000 | | Total aggregate indebtedness included
in statement of financial condition | \$2,410 | | Ratio of aggregate indebtedness to net capital | 0.49% | | Note: There were no material differences
between the above computation and the
computation included in the Company's
corresponding unaudited Form X-17 A-5 Part IIA
filings. Accordingly, no reconciliation is deemed
necessary. | | {14}------------------------------------------------ **SCHEDULE** II - COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATED TO POSSESSION AND CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AT DECEMBER 31, 2024 The Company is not claiming an exemption from SEA Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073 and as discussed in Q&A 8 of the related FAQ issued by SEC staff. In order to avail itself of this option, the Company has represented that it does not, and will not, hold customer funds or securities. {15}------------------------------------------------ ![](_page_15_Picture_0.jpeg) I 00 E. Sybelia Ave. Suite 130 Maitland. FL 32751 *Cert/fled* Public Acco1111/a111s Email: pam@ohabco.com Telephone 407-740- 73 I I Fax 407-740-6441 #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Member **of APSEC Capital Partners, LLC** We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1} APSEC Capital Partners, 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 activities exclusively to receiving compensation for financial advisory services and for identifying potential merger and acquisition opportunities for clients. 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. APSEC Capital Partners, LLC'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 APSEC Capital Partners, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. {y-L.V -~ ~--~'o ' *(lt.,,* Ohab and Company, PA Maitland, Florida May 1, 2025 {16}------------------------------------------------ ![](_page_16_Picture_1.jpeg) April 30, 2025 ## APSEC Capital Partners, LLC's Exemption Report APSEC Capital Partners, LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3- 3, and - (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to receiving compensation for financial advisory services and for identifying potential merger and acquisition opportunities for clients 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. ## APSEC Capital Partners, LLC I, Brian Choi, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By: Brian Choi Title: Chief Financial Officer Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.