# THIRD SEVEN CAPITAL LLC X-17A-5 (2024-02-27) — Broker-dealer annual report - Company: THIRD SEVEN CAPITAL LLC - Form: X-17A-5 - Filed: 2024-02-27 - Period: 2023-12-31 - Accession: 0001537999-24-000001 - CIK: 1537999 - File #: 8-69032 - Type: Broker-dealer - Material weakness: No - Auditor: Weisberg, Mole', Krantz & Goldfarb, LLP - Auditor location: Woodbury, NY - Contact: Daniel Sakol - Phone: 5163935618 - Email: daniel.sakol@jrsfinancialservices.com - Website: jrsfinancialservices.com - Signed by: Nick ledger (Chief Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1537999/000153799924000001/thirdpublic.pdf --- {0}------------------------------------------------ # THIRD SEVEN CAPITAL, LLC (A Limited Liability Company) STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2023 {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** > **ANNUAL REPORTS FORM X-17A-5** 0MB APPROVAL OM B Number: 3235--0123 Expires: **Nov.** 30, 2026 Estimated average burden hours per response: 12 > SEC FILE NUMBER 8-69032 # **PART Ill** **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 01/01/2023 | AND ENDING 12/31/2023 | | | | | |-------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|--------------------------------|---------|-----------------------------------------|-----------------------------------------| | | | MM/DD/YY | | | MM/DD/VY | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME oF FIRM: _T_h_ir_d_S_e_v_e_n_C_a_p_it_a_l _L_L_C | | | | | ___________
_ | | TYPE OF REGISTRANT (check all applicable boxes):
0 Broker-dealer
D 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 Sakal | 516 393 5618 | | | Daniel.Sakol@jrsfinancialservices.com | | | (Name) | | (Area Code - Telephone Number) | | (Email Address) | | | | | 8. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Weisberg, Mole', Krantz & Goldfarb, LLP | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | 185 Crossways Park Drive | | Woodbury | | NY | 11797 | | (Address) | | {City) | | (State) | (Zip Code) | | 12-14-2004 | | | | 2107 | | | | | | | | (PCAflB -u,tioo N ,mbec, If appkable) I | | | | FOR OFFICIAL USE ONLY | | | | \* Claims for exemption from the requirement thatthe 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 0MB control number. {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, | Nick ledger | | swear {or affirm) that, to the best of my knowledge and belief, the financial | |-----------------|---------------------------|---------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | report
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is true and correct. I further swear (or affirm) that neither the company nor any | | | ,as _that of a cu_stomer. | Kacey Marie Albertson
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Chief Financial Officer | #### **This filing•• contains (check all applicable boxes):** - ~ (a) Statement of financial condition. - ~ (b) Notes to consolidated statement of financial condition. - D (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation **S-X}.** - □ (d} Statement of cash flows. - □ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f) Statement of changes in liabilities subordinated to claims of creditors. - □ (g) Notes to consolidated financial statements. - 0 (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - 0 (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 240.18a-4, as applicable. - □ (1) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (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. - D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.1Sc3-1, 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. - D (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. - D (r) Compliance report in accordance with 17 CFR 240.17a-S 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 report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - D {v) independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-S or 17 CFR 240.lSa-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.lSa-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-le or 17 CFR 240.17a-12, as applicable. - D (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 240.1Ba-7(d}(l}, as applicable. {3}------------------------------------------------ # THIRD SEVEN CAPITAL, LLC (A Limited Liability Company) #### **DECEMBER 31, 2023** # **TABLE OF CONTENTS** #### **Report of Independent Registered Public Accounting Firm** | Financial Statements: | Page | |---------------------------------------|------| | Statement of Financial Condition 1 | | | Notes to the Financial Statement 2-5 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # **Weisberg, Mole, Krantz & Goldfarb, LLP Certified Public Accountants** #### **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, 2023, and the related notes (collectively referred to as the "financial statement''). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of the Company as of December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This 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. **w~,** I/~; *,~1--~iLP* We have served as the Company's auditor since 2024. Woodbury, New York February 15, 2024 > 185 Crossways Park Drive, Woodbury, New York 11797 • Phone: 516-933-3800 • Fax: 516-933-1060 700 Kinderkamack Rd, Oradell, New Jersey 07649 • Phone: 201-655-6249 • Fax: 201-655-6098 www.weisbergmole.com {5}------------------------------------------------ #### **THIRD SEVEN CAPITAL, LLC (A Limited Liability Company) STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2023** #### **ASSETS** | Cash | \$ | 238,345 | |--------------------------------------------------------------------------|----|---------| | Accounts receivables | | 69,139 | | Due from Affiliate | | 181,544 | | Prepaid expenses and other current assets | | 31,058 | | Investments | | 16,899 | | Total assets | \$ | 536,985 | | LIABILITIES AND MEMBER'S EQUITY | | | | Liabilities:
Accounts payable, accrued expenses and other liabilities | | 102,050 | \$ 434,935 536,985 Member's equity **Total liabilities and member's equity** {6}------------------------------------------------ #### **1. ORGANIZATION AND DESCRIPTION OF BUSINESS** Third Seven Capital, LLC (the "Company") is a broker-dealer in securities registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Regulatory Authority (FINRA). The Company was formed as a Delaware limited liability company. On June 19, 2017 the Company submitted a CMA to FINRA and the transaction was approved September 17, 2017. The firm conducts private placements of securities, offers advisory services and market research. As of October 27, 2020, the Firm will not claim an exemption from SEA Rule 1Sc3-3, 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. The Firm has represented that it does not and will not, (1) directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) does not and will not carry accounts of or for customers and (3) does not and will not carry PAB accounts. The firm's business activities are, and will remain as described below. ## **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principles 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 year. Actual results could differ from these estimates. #### *Leases* In February 2016, the FASB issued (ASU) 2016-02, "Leases (Topic 842)". This update includes a lease accounting model that recognizes two types of leases - finance leases and operating leases. The standard requires that a lessee recognize on the statement of financial condition relating to leases with terms of more than twelve months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. The firm does not have a lease of more than 12 months therefore this does not apply. {7}------------------------------------------------ #### **THIRD SEVEN CAPITAL, LLC (A Limited Liability Company) NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2023** #### **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. Aggregate indebtedness shall not exceed 15:1. Net capital and the related net capital ratio may fluctuate on a daily basis. At December 31, 2023, the Company had net capital, as defined, of\$ 196,341, which exceeded the required minimum net capital requirements of \$6,803 by \$189,538. Aggregate indebtedness totaled \$102,050. The Company's percentage of aggregate indebtedness to net capital was 51.98%. {8}------------------------------------------------ # **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, 2023, was \$181,544. #### **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, 2023, thirteen customers accounted for 90% of the Company's revenue. {9}------------------------------------------------ #### **THIRD SEVEN CAPITAL, LLC (A Limited Liability Company) NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2023** # **9. COMMITMENT AND CONTINGENCIES** The Company has entered into a month-to-month based occupancy agreement for office space in New York City. The Company has also 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 is not involved in any litigation or investigations in 2023. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.