# THIRD SEVEN CAPITAL LLC X-17A-5 (2023-02-27) — Broker-dealer annual report - Company: THIRD SEVEN CAPITAL LLC - Form: X-17A-5 - Filed: 2023-02-27 - Period: 2022-12-31 - Accession: 0001537999-23-000001 - CIK: 1537999 - File #: 8-69032 - Type: Broker-dealer - Material weakness: No - Auditor: Raines and Fischer LLP - Auditor location: New York, NY - Contact: Daniel Sakol - Phone: 516 393 5618 - Email: daniel.sakol@janoverllc.com - Website: janoverllc.com - Signed by: Nick Ledger (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1537999/000153799923000001/tscpublic.pdf --- {0}------------------------------------------------ # THIRD SEVEN CAPITAL, LLC (A Limited Liability Company) # STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022 {1}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 # ANNUAL REPORTS FORM X-17A-5 PART III | OMB APPROVAL | | |---------------------------|--| | OMB Number: 3235-0123 | | | Expires: Oct. 31, 2023 | | | Estimated average burden | | | 12
hours per response: | | SEC FILE NUMBER 8-69032 FACING PAGE nder the Securities Exchange Act of 1934 17- 49 ---- 10. | III CLINE II ICAN II GREAT FO UNIO PLA PLA PLA PER POLO MI MIN POR 1 MINO DE 1
FILING FOR THE PERIOD BEGINNING | | 01/01/2022 | AND ENDING | 12812022 | | | | |---------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------|------------------------------------------------------------|------------|----------|--------------------------------------------|--|--| | | | MM/DD/YY | | | MM/DD/YY | | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | NAME OF FIRM: | Third Seven Capital LLC | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Broker-dealer
Check here if respondent is also an OTC derivatives dealer | [ Security-based swap dealer Major security-based swap participant | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | | 1345 Avenue of the Americas, 33rd floor | | | | | | | | | | | (No. and Street) | | | | | | | New York | | NY | | 10105 | | | | | (City) | | (State) | | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | Daniel Sakol | | 516-393-5618 | | | daniel.sakol@janoverllc.com | | | | (Name) | | (Email Address)
(Area Code - Telephone Number) | | | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Raines and Fischer LLP | | | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | 555 Fifth Avenue, 9th floor New York | | | | NY | 10017 | | | | (Address)
11-5-2009 | | (City) | 3760 | (State) | (Zip Code) | | | | (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 Notary Public-Connectious My Commission Expires swear (or affirm) that, to the best of my knowledge and belief, the Nick Ledger financial report pertaining to the firm of Third Seven Capital LLC 2 022 is true and correct. I further swear (or affirm) that neither the company nor any 1231 Derenz 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. Signature: Title: CFO as of 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) Statement of cash flows. Notary Public ovember 30, 202 - [ (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. - [] (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. - [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. - O (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 capital or tangible 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. - [] (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 240.17a-12, as applicable. - [] (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 240.18a-7(d)(2), as applicable. {3}------------------------------------------------ # THIRD SEVEN CAPITAL, LLC (A Limited Liability Company) # DECEMBER 31, 2022 # TABLE OF CONTENTS # Report of Independent Registered Public Accounting Firm | Financial Statements: | | |-----------------------------------|-----| | Statement of Financial Condition | | | Notes to the Financial Statement. | 2-5 | {4}------------------------------------------------ 555 FIFTH AVENUE 9TH FI OOR NEW YORK, NY 10017 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Sole Member of Third Seven Capital LLC: #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of Third Seven Capital, LLC (the "Company"), as of December 31, 2022, 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 the Company as of December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion These financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'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 the Company 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 statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company's auditor since 2013. New York, New York February 25, 2023 {5}------------------------------------------------ ### THIRD SEVEN CAPITAL, LLC (A Limited Liability Company) STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022 #### ASSETS | Cash
Accounts receivables
Due from Affiliate
Prepaid expenses and other current assets | ಕಿ | 126,179
79,253
175,858
34,852 | |-------------------------------------------------------------------------------------------------|----|----------------------------------------| | Investments | | 91,252 | | Total assets | ಕಾ | 507,394 | | LIABILITIES AND MEMBER'S EQUITY | | | | Liabilities: | | | | Accounts payable, accrued expenses and other liabilities | ಕಿ | 95,007 | | Member's equity | | 412,387 | ﻬﻮ 507,394 Total liabilities and member's equity {6}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`aPb>M8-2/296820NP`.CCH20 D@1K5C86MMS,-2N./?-6C/27/2C248208-68.80>2C4>8640J.994>8:/.40./2G89@ /2G2.32:->90:>/>8-2/J.C2>J2MH40C>/C2GH/.8.2CM>/>/8>GHC8>?2/C:2C4>8640J.99 4>8G6//@6GG>H48C>M>/M>/GHC8>?2/C640<^B0>2C4>8640J.994>8G6//@cPd6GG>H48CS,-2 M./?eCDHC.42CC6G8.3.8.2C6/2:640J.99/2?6.46C02CG/.D20D29>JS #### %(+ !) + ) ,-26GG>?764@.4IM.464G.69C8682?248C6/27/2C24820.46GG>/064G2J.8-6GG>H48.4I 7/.4G.792CI242/699@6GG27820.48-2f4.82018682C>MP?2/.G6S ,-27/276/68.>4>MM.464G.69C8682?248C.4G>4M>/?.8@J.8-I242/699@6GG278206GG>H48.4I 7/.4G.792C/2gH./2C?646I2?2488>?6E22C8.?682C6406CCH?78.>4C8-686MM2G88-2/27>/820 6?>H48C>M6CC28C6409.6D.9.8.2C6400.CG9>CH/2>MG>48.4I2486CC28C6409.6D.9.8.2C688-20682 >M8-2M.464G.69C8682?248C6408-2/27>/8206?>H48C>M/2324H2C6402L724C2C0H/.4I8-2 /27>/8.4I@26/SPG8H69/2CH98CG>H900.MM2/M/>?8-2C22C8.?682CS #### hijkik Q4N2D/H6/@YZWl:8-2NP1d.CCH207.Gb\_YBAS,-.CH70682 .4G9H02C6926C26GG>H48.4I?>0298-68/2G>I4.m2C8J>8@72C>M926C2CnM.464G2926C2C640 >72/68.4I926C2CS,-2C86406/0/2gH./2C8-68692CC22/2G>I4.m2>48-2C8682?248>MM.464G.69 G>40.8.>4/2968.4I8>926C2CJ.8-82/?C>M?>/28-648J2932?>48-CS,-2/2G>I4.8.>4: ?26CH/2?248:6407/2C24868.>4>M2L724C2C640G6C-M9>JC6/.C.4IM/>?6926C2D@692CC22 J.99027240>4.8CG96CC.M.G68.>46C6M.464G2>/>72/68.4I926C2S,-2M./?0>2C4>8-6326 926C2>M?>/28-64WY?>48-C8-2/2M>/28-.C0>2C4>86779@S {7}------------------------------------------------ # THIRD SEVEN CAPITAL, LLC (A Limited Liability Company) NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2022 # 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) #### Leases (continued) Right of use assets ("ROU") represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide implicit rate, we use our incremental borrowing rate based on the information available a commencement date in determining the present value of the lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. # 3. REVENUE RECOGNITION The Company records its advisory fees as they are earned based on the services provided or in the case of success fees, upon successful completion of the service or consummation of the related transaction. In accordance with ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASC Topic 606") revenues from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring the promised services to the customers. A service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied at a point in time or over time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised service. Revenue from a performance obligation satisfied over time is recognized by measuring the Company's progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. The amount of revenue recognized reflects the consideration the Company expects to receive in exchange for those promised services (i.e., the "transaction price"). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration, if any. #### 4. NET CAPITAL REQUIREMENTS Pursuant to the net capital provisions of Rule 15c3-1 of the Securities and Exchange Act of 1934, the Company is required to maintain a minimum net capital, as defined under such provisions. Net capital and the related net capital ratio may fluctuate on a daily basis. At December 31, 2022, the Company had net capital, as defined, of \$ 90,846, which exceeded the required minimum net capital requirements of \$6,334 by \$84,512. Aggregate indebtedness totaled \$95,007. The Company's percentage of aggregate indebtedness to net capital was 104.58%. {8}------------------------------------------------ # THIRD SEVEN CAPITAL, LLC (A Limited Liability Company) NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2022 #### 5. POSSESSION OR CONTROL REQUIREMENTS The Company does not have any possession or control of customer funds or securities. There were no material inadequacies in the procedures followed in adhering to the exemptive provisions and reliance on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. #### 6. INCOME TAXES The Company changed its tax status from a partnership to a single member LLC in 2018. In as much as the Company now has a single member, it is treated as a disregarded entity for income tax purposes. Consequently, income taxes are not payable by or provided for, the Company. The earnings of the Company are included in the income tax returns filed by the single member, or members prior to the tax status change. Effective January 1, 2009, the Company adopted the authoritative guidance for uncertainty in income taxes included in ASC 740, Income Taxes (formerly FASB Interpretation No. 48), as amended by Accounting Standards Update ("ASU") 2009-06, Implementation Guidance on Accounting for Uncertainty in Taxes and Disclosures Amendments for Nonpublic Entities. This guidance requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company determined there are no uncertain tax positions that require financial statement recognition. Income tax returns remain open for examination by tax authorities for a period of three years from when they are filed; the 2019, 2020 and 2021 Federal, New York State, and New York City income tax returns of the single member or partnership are currently open for examination. #### 7. RELATED PARTY TRANSACTIONS An affiliated company has agreed to make available to the Company certain facilities and provide for performance of certain services. The Company has provided funding to a related party. This loan will be repaid as cash flow permits. The balance owed from the related party as of December 31, 2022 was \$175,858. #### 8. CONCENTRATION OF CREDIT RISK The Company maintains all of its cash in financial institutions, which cash balances at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not subject to any significant credit risk. For the year ended December 31, 2022, four customers accounted for 95% of the Company's revenue. {9}------------------------------------------------ ### 9. COMMITMENT AND CONTINGENCIES The Company has entered into a month-to-month based occupancy agreement for office space in New York City. On October 15, 2022, The Company entered into a short-term based occupancy agreement for office space in Palm Beach Gardens, Florida. As a regulated securities broker dealer, from time to time the Company may be involved in legal proceedings and investigations. The Company is currently involved in a FINRA investigation and believes the matter will be resolved in the near future. # 10. SUBSEQUENT EVENTS As a regulated securities broker dealer, from time to time the Company may be involved in legal proceedings and investigations. The Company was involved in a FINRA investigation and settled the matter in January 2022 for \$10,000. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.