# EIGHT PINES SECURITIES LLC X-17A-5 (2022-02-17) — Broker-dealer annual report - Company: EIGHT PINES SECURITIES LLC - Form: X-17A-5 - Filed: 2022-02-17 - Period: 2021-12-31 - Accession: 0001490301-22-000001 - CIK: 1490301 - File #: 8-68571 - Type: Broker-dealer - Material weakness: No - Auditor: MRPR Group, P.C. - Auditor location: Southfield, MI - Contact: Michael Schaps - Phone: 281-367-2454 - Email: michael.schaps@legayelaw.com - Website: legayelaw.com - Signed by: Michael Schaps (Chief Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1490301/000149030122000001/2021auditreporteightpines-.pdf --- {0}------------------------------------------------ | UNITED
STATES | | | OMB APPROVAL | | | |------------------------------------------------------------------------------------------------------------------------|-----------------------------------------|-------------------------|-----------------------------------------------------|--|--| | SECURITIES AND EXCHANGE COMMISSION | | | OMB Number: 3235-0123
Expires: Oct. 31, | | | | | Washington,
D.C. | 20549 | 2023
Estimated average burden | | | | | | | hours per response:
12 | | | | | ANNUAL
REPORTS | | SEC FILE NUMBER | | | | | X-17A-5
FORM | | 8-68571 | | | | | III
PART | | | | | | | | | | | | | | FACING PAGE | | | | | | Information Required Pursuant to Rules 17a-5, | 17a-12, | | and 18a-7 under the Securities Exchange Act of 1934 | | | | 01/01/2021 | | | 12/31/2021 | | | | FILING FOR THE PERIOD BEGINNING | MM/DD/YY | AND ENDING | MM/DD/YY | | | | | A. | | | | | | | REGISTRANT IDENTIFICATION | | | | | | Eight
Pines
NAME OF FIRM: | Securities,
LLC | | | | | | | | | | | | | TYPE OF REGISTRANT (check all | applicable boxes): | | | | | | B
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.) | | | | | 909 | | | | | | | Fannin
Street,
4000
Suite | | | | | | | | (No. and
Street) | | | | | | Houston | TX | | 77010 | | | | (City) | (State) | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | | | | | | Michael
Schaps | 281-367-2454 | | michael.schaps@legayelaw.com | | | | (Name) | (Area Code -Telephone | Number) | (Email Address) | | | | B. | ACCOUNTANT IDENTIFICATION | | | | | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports | are contained | filing*
in this | | | | | P.C.
Group,
MRPR | | | | | | | (Name -if | first,and
individual,
state last, | middle name) | | | | | | | | | | | | Northwestern
28411
HWY
STE
(Address) | 800
Southfield
(City) | Ml | 48034 | | | | 09/22/2009 | | (State) | (Zip Code)
3744 | | | | | | | | | | | (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 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)(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 OMB control number.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** #### Michael Schaps , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Eight Pines Securities, LLC December 31 , as of , 2 021 ,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 f a customer. ![](_page_1_Picture_5.jpeg) Signature: *k4 f* Title: Chief Financial Officer Notary Public #### **This filing\*\* contains (check all applicable boxes):** - E (a) Statement of financial condition. - (b) Notes to consolidated statement of financial condition. - E (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). - K (d) Statement of cash flows. - Kj (e) Statement of changes in stockholders'or partners' or sole proprietor's equity. - (f) Statement of changes in liabilities subordinated to claims of creditors. - B (g) Notes to consolidated financial statements. - K) (h) Computation of net capital under 17 CFR 240.15c3-lor 17 CFR 240.18a-l, as applicable. - (i) Computation of tangible net worth under 17 CFR 240.18a-2. - 1X1 (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. - (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - SI (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. - SI (o) 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-l,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. - 1X1 (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. - SI (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. - B (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. - (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. - M (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-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 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {2}------------------------------------------------ **FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION PURSUANT TO RULE 17a5 OF THE SECURITIES AND EXCHANGE COMMISSION** **AND** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **FOR THE YEAR ENDED DECEMBER 31, 2021** {3}------------------------------------------------ ## **FOR THE YEAR ENDED DECEMBER 31. 2021** ## **TABLE OF CONTENTS** **PAGE** ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - AUDIT REPORT** ## **FINANCIAL STATEMENTS:** | Statement
of
Financial
Condition | 1 | |--------------------------------------------------------|---| | Statement
of
Operations | 2 | | Statement
of
Changes
in
Member's
Equity | 3 | | Statement
of
Cash
Flows | 4 | | Notes
to
Financial
Statements | 5 | ## **SUPPLEMENTAL INFORMATION:** | I | Schedule
of
Computation
of
Net
Capital
Under
Rule
15c3-1
the
Securities
and
of
Exchange
Commission | 7 | |-----|----------------------------------------------------------------------------------------------------------------------------------------------------------|----| | II | of
for
Determination
Reserve
for
Schedule
Computation
of
Requirements
Broker/Dealer
Rule
15c3-3
(Exemption)
Under | 8 | | III | the
Possession
Schedule
of
Information
Relating
to
or
Control
Requirements
15c3-3
Under
Rule
(Exemption) | 9 | | | REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
-
FIRM
EXEMPTION
REPORT
REVIEW | 10 | | | EXEMPTION
REPORT | 11 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** Sole Member Eight Pines Securities, LLC Houston, Texas ## **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Eight Pines Securities, LLC as of December 31, 2021, the related statements of operations, changes in member's 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 Eight Pines Securities, LLC 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 Eight Pines Securities, LLC's management. Our responsibility is to express an opinion on Eight Pines Securities, 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 Eight Pines 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 statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. {5}------------------------------------------------ ## **Auditor's Report on Supplemental Information** The I Schedule of Computation of Net Capital Pursuant to Rule 15c3-1, II Schedule of Computation for Determination of Reserve Requirements for Broker/Dealer Under Rule 15c3-3 (Exemption) and III Schedule of Information Relating to the Possession or Control Requirements Under Rule 15c3-3 (Exemption) (referred to as "supplemental schedules") have been subjected to audit procedures performed in conjunction with the audit of Eight Pines Securities, LLC 's financial statements. The supplemental information is the responsibility of Eight Pines Securities, 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, the supplemental schedules are fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as Eight Pines Securities, LLC's auditor since 2012. Southfield, Michigan February 9, 2022 {6}------------------------------------------------ ## **STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021** ## **ASSETS** | cash
Cash
and
equivalents
accounts
receivable
Unbilled | \$
\$ | 128,203
2,516 | |--------------------------------------------------------------------------|----------|------------------| | assets
Other | | 11,872 | | Total
assets | \$ | 142,591 | ## **LIABILITIES AND MEMBER'S EQUITY** | Accounts
payable
to
Payable
affiliate | \$
10,500
33,630 | |---------------------------------------------------|------------------------| | Total
liabilities | 44,130 | | Member's
equity | \$
98,461 | | member's
Total
liabilities
and
equity | \$
142,591 | {7}------------------------------------------------ ## **STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31. 2021** ### **REVENUES:** | service
income
Advisory | \$
2,516 | |-------------------------------------------------|-----------------| | Total
revenue | 2,516 | | OPERATING
EXPENSES: | | | Professional
fees | 281,629 | | Shared
expenses | 20,820 | | Regulatory
expenses | 13,277 | | Direct
and
other
operating
expenses | 710 | | Total
operating
expenses | 316,436 | | NET
LOSS | \$
(313,920) | {8}------------------------------------------------ ## **STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2021** | BEGINNING
OF
BALANCE,
YEAR
AT | \$
37,381 | |-------------------------------------------|---------------| | CONTRIBUTIONS | \$
375,000 | | NET
LOSS | (313,920) | | END
BALANCE,
OF
YEAR
AT | \$
98,461 | {9}------------------------------------------------ ## **STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31. 2021** | ACTIVITIES:
CASH
FLOWS
FROM
OPERATING | | | |--------------------------------------------------------------------------------------------------------------|---------|-----------| | loss
Net | \$ | (313,920) | | to
reconcile
loss
to
cash
used
Adjustments
net
net
in
operating
activities: | | | | Prepaids
and
other
assets | | (1,704) | | accrued
Accounts
payable
and
expenses | | 10,414 | | cash
used
in
Net
operating
activities | | (305,210) | | FROM
CASH
FLOWS
FINANCING
ACTIVITIES: | | | | Contributions | | 375,000 | | | | | | INCREASE
IN
CASH
CASH
EQUIVALENTS
AND | | 69,790 | | EQUIVALENTS
BEGINNING
OF
CASH
AND
CASH
YEAR
AT | | 58,413 | | END
EQUIVALENTS
OF
CASH
AND
CASH
YEAR
AT | \$ | 128,203 | | OF
FLOW
SUPPLEMENTAL
DISCLOSURE
CASH
INFORMATION: | | | | yearfor:
Cash paid
during
the | | | | Interest | r
\$ | 0 | | Income
taxes | r
\$ | 0 | {10}------------------------------------------------ ## **NOTES TO FINANCIAL STATEMENTS** ## **NOTE 1 - Summary of Significant Accounting Policies** *Organization* - Eight Pines Securities, LLC (the Company) was formed for the purpose of doing business as a broker-dealer; operations commenced May 22, 2012. The Company is a wholly owned subsidiary of Conway MacKenzie Capital Advisors, LLC and is a member of the Financial Industries Regulatory Authority (FINRA). The Company is a securities broker-dealer that engages in private placement of securities and does not carry customer accounts, hold customer funds or securities or introduce accounts on a fully-disclosed basis to a clearing firm. *Use of estimates in the preparation of financial statements* - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. *Revenue recognition* - The Company follows ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue from contracts with customers includes fees from investment banking services. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Revenue from these arrangements is recognized at a point in time, generally the closing date of the transaction. There was no revenue from investing banking services during 2021. Revenue from contracts with customers includes advisory services on mergers and acquisitions (M&A). The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Revenue from these arrangements is recognized at a point in time, generally the closing date of the transaction. There was \$2,516 of revenue from advisory services during 2021.Revenue for M&A advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed, generally the closing date of the transaction. *Computation of customer reserve -* The Company is exempt from customer reserve requirements and providing information relating to possession or control of securities pursuant to Rule 15c3-3 of the Securities and Exchange Act of 1934. The Company is considered "Non-Covered Firm" exempt from 17 C.F.R. § 240.15c3-3 and is filing an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to private placement of securities. *Income taxes* - The Company is a limited liability company under the Internal Revenue Code. Because of this election, Federal income taxes are not provided for in the accompanying financial statements. {11}------------------------------------------------ ## **NOTES TO FINANCIAL STATEMENTS (CONTINUED)** *Cash and cash equivalents* - The Company considers any investment with a maturity of three months or less at date of purchase to be cash or cash equivalents. There were no cash equivalents at December 31, 2021. Cash and cash equivalents includes accounts which may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. At December 31, 2021, there were no accounts with balances that exceeded the FDIC limits. Subsequent *events* - The Company has evaluated events and transactions that occurred between December 31, 2021 and February 9, 2002, which is the date that the financial statements were available to be issued, for possible recognition or disclosure in the financial statements. It is the intention of Eight Pines Securities to terminate its Membership in FINRA and its Registration with the SEC at some point in 2022. #### **NOTE 2 - Net Capital Requirements** The Company is subject to the Securities and Exchange Commission "Uniform Net Capital Rule" (Rule 15c3-1), which requires the maintenance of minimum net capital at an amount equal to the greater of \$5,000 or 6 2/3 % of aggregate indebtedness and requires that the ratio of aggregate indebtedness to net capital not exceed 15 to 1. At December 31, 2021, the Company had net capital of \$84,073 which was \$79,073 in excess of the required capital of \$5,000. The Company is also subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1), which requires that the ratio of aggregate indebtedness to net capital, both as defined, not exceed 15 to 1. SEC Rule 15c3-1 also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At December 31, 2021, the Company's ratio of aggregate indebtedness to net capital was .52 to 1. #### **NOTE 3 - Transactions with Related Company** The Company is affiliated with another professional corporation who provides most of the administrative services under a shared expense operating agreement. The financial statements are not necessarily indicative of the conditions that would have existed, or the results of operations that would have occurred, had the Company been an unaffiliated company. The Company reimbursed its affiliated company in 2021 for shared administrative expenses including compensation, rent, overhead, etc. in the amount of \$20,820. {12}------------------------------------------------ **DECEMBER 31. 2021** ## **SUPPORTING SCHEDULES PURSUANT TO RULE 17a-5 OF THE SECURITIES AND EXCHANGE COMMISSION** {13}------------------------------------------------ #### **I SCHEDULE OF COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 31, 2021** | NET CAPITAL
members'
Total
equity
qualified
for
net
capital | \$
98,461 | |----------------------------------------------------------------------------------------------------------------------------------------------------|------------------| | and/or
charges
Deductions
assets:
Nonallowable
receivables
and
other
Unbilled
assets
Total
Nonallowable
assets | 14,388
14,388 | | capital
Net | \$
84,073 | | AGGREGATE INDEBTEDNESS | 44,130 | | COMPUTATION ON BASIC NET CAPITAL REQUIREMENTS
(6
2/3%
total
Minimum
net
capital
required
of
aggregate
indebtedness) | \$
2,942 | | net
capital
requirement
Minimum
dollar | \$
5,000 | | (greater
requirement
of
two
Net
capital
above
minimum
amounts)
requirement | \$
5,000 | | Excess net
capital | \$
79,073 | | Ratio:
to
net
capital
Aggregate
indebtedness | 1
.52
to | ## **Reconciliation of Computation of Net Capital** The above computation does not differ from the computation of net capital under Rule 15c3-las of December 31, 2021 as filed by Eight Pines Securities, LLC on Form X-17A-5. Accordingly, no reconciliation is deemed necessary. ## **Statement Regarding SIPC Agreed-upon Procedures** The Company is exempt from the filing of the SIPC Agreed-upon Procedures report as gross revenues are less than \$500,000. {14}------------------------------------------------ ## **DECEMBER 31. 2021** ## **II SCHEDULE OF COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS FOR BROKER/DEALER UNDER RULE 15c3-3 (EXEMPTION)** Eight Pines Securities, LLC is exempt from the Computation for Determination of Reserve Requirement for Broker/Dealer under Rule 15c3-3 of the Securities and Exchange Commission. The Company is considered "Non-Covered Firm" exempt from 17 C.F.R. § 240.15c3-3 and is filing an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to private placement of securities. {15}------------------------------------------------ ## **DECEMBER 31. 2021** ## **III SCHEDULE OF INFORMATION FOR POSSESSION OR CONTROL REQUIREMENTS FOR BROKER/DEALER UNDER RULE 15c3-3 (EXEMPTION)** Eight Pines Securities, LLC is exempt from the Information for Possession or Control Requirement for Broker/Dealer under Rule 15c3-3 of the Securities and Exchange Commission. The Company is considered "Non-Covered Firm" exempt from 17 C.F.R. § 240.15c3-3 and is filing an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to private placement of securities. {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Sole Member Eight Pines Securities, LLC Houston, Texas We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Eight Pines Securities, 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 effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients or referring securities transactions to other broker-dealers. 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. Eight Pines Securities, LLC'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 Eight Pines Securities, 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. Southfield, Michigan February 9, 2022 -10- {17}------------------------------------------------ **909 Fannin Street, Suite 4000 / Houston, Texas 77010 713-650-0500** #### **Exemption Report** **Eight Pines Securities, 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: (1) effecting securities 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) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients, referring securities transactions to other broker-dealers, 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. ## **Eight Pines Securities, LLC.** I, Michael R. Schaps, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. Michael R. Schaps, Chief Financial Officer January 10, 2022 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.