# THREE OCEAN SECURITIES LLC X-17A-5 (2022-02-28) — Broker-dealer annual report - Company: THREE OCEAN SECURITIES LLC - Form: X-17A-5 - Filed: 2022-02-28 - Period: 2021-12-31 - Accession: 0001563960-22-000001 - CIK: 1563960 - File #: 8-69203 - Type: Broker-dealer - Material weakness: No - Auditor: Raines and Fischer LLP - Auditor location: New York, NY - Contact: David W. Knowlton - Phone: 212-259-0559 - Email: dknowlton@threeoceanpartners.com - Website: threeoceanpartners.com - Signed by: David W. Knowlton (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1563960/000156396022000001/2021auditreport3ocean-.pdf --- {0}------------------------------------------------ #### **UNITED** OMB APPROVAL **STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | OMB Number: 3235-0123 | | | |---------------------------|--|--| | 31,2023
Expires:Oct. | | | | Estimated average burden | | | | hours per response:
12 | | | # **ANNUAL REPORTS FORM X-17A-5 PART lit** | SEC FILE NUMBER | | |-----------------|--| | 8-69203 | | **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 AND ENDING MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: Three Ocean Securities LLC TYPE OF REGISTRANT (check all applicable boxes): Kl 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.) 551 Fifth Avenue, Suite 3800 (No. and Street) New York NY 10176 (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING David W. Knowlton 212-259-0559 dknowlton@threeoceanpartners.com (Name) (Area Code - Telephone Number) (Email Address) **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) 11/05/2009 (City) (State) 3760 (Zip Code) (Date of Registration with PCAQB)(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** #### David W. Knowlton **1**/ financial report pertaining to the firm of , swear (or affirm) that, to the best of my knowledge and belief, the , as of / 2 021\_# js 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 December 31 ![](_page_1_Picture_5.jpeg) **e:** Title: Cheif Executive Officer Notary Public /LM #### **This filing\*\* contains (check all applicable boxes):** - (a) Statement of financial condition. - (b) Notes to consolidated statement of financial condition. - M (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). - X (d) Statement of cash flows. - X (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - (f) Statement of changes in liabilities subordinated to claims of creditors. - SI (g) Notes to consolidated financial statements. - X (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. - (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 toExhibit 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. - **53** (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. - I - ! (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - iXi (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. - **XI** (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. - 1X1 (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. - n (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 240.18a-7(d)(2), as applicable.* {2}------------------------------------------------ #### THREE OCEAN SECURITIES LLC #### FINANCIAL STATEMENTS As of December 31, 2021 TOGETHER WITH AUDITOR'S REPORT (With Supplementary Information) Report Pursuant to Rule 17a-5 {3}------------------------------------------------ # **TABLE OF CONTENTS** | OF
INDEPENDENT
REPORT
REGISTERED
PUBLIC
ACCOUNTING
FIRM | 1 -
2 | |---------------------------------------------------------------------------|--------------| | STATEMENT
OF
FINANCIAL
CONDITION | 3 | | STATEMENT
INCOME
OF | 4 | | MEMBER'S
STATEMENT
OF
EQUITY
CHANGES
IN | 5 | | STATEMENT
OF
CASH
FLOWS | 6 | | TO
STATEMENTS
NOTES
FINANCIAL | 7
10
- | | SCHEDULE
I. | 11 -12 | | REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM | 13 | | EXEMPTION
REPORT | 14 | | | | {4}------------------------------------------------ 555 FIFTH AVENUE **It** 9TH FLOOR NEW YORK, NY 10017 TEL. 212 953 9200 FAX. 212 953 9366 ![](_page_4_Picture_3.jpeg) ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Sole Member of Three Ocean Securities LLC: #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Three Ocean Securities, LLC (the "Company"), as of December 31, 2021, and the related statements of income, changes in member's equity, and cash flows for the year then ended December 31, 2021, and the related notes (collectively to the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company, as of December 31, 2021, and the results of its operations and its cash flows for the year then ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'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 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. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'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 the Company in accordance with 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 perfonning 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}------------------------------------------------ #### **Supplemental Information** The Schedule of Computation of Net Capital and Statement of Changes in Liabilities Subordianted to Claims of General Crediors (the "supplemental information") has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company'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 information is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2014. New York, New York February 23, 2022 {6}------------------------------------------------ # **THREE OCEAN SECURITIES LLC Statement of Financial Condition December 31, 2021** #### **ASSETS** | Cash | \$
23,322 | |---------------------------------------------------|--------------| | Other
assets
current | 1,511 | | TOTAL
ASSETS | \$
24,833 | | | | | LIABILITIES
MEMBER'S
EQUITY
AND | | | Liabilities: | | | Accounts
Payable
and
accrued
expenses | \$
3,445 | | LIABILITIES
TOTAL | 3,445 | | Member's
Equity: | | | Member's
equity | 21,388 | | MEMBER'S
TOTAL
LIABILITIES
AND
EQUITY | \$
24,833 | {7}------------------------------------------------ # **THREE OCEAN SECURITIES LLC Statement of Income For the year ended December 31, 2021** Revenues: | Fee
Income | \$
50,000 | |--------------------------------------------|----------------| | Total
Revenues | 50,000 | | Expenses: | | | Compensation
and
related
expenses | 71,460 | | fees
Professional | 52,187 | | Occupancy
costs | 7,264 | | Dues,
fees
licenses
and | 4,677 | | Office
expense | 2,969 | | Meals
and
entertainment | 1,549 | | Technology | 1,722 | | Insurance | 686 | | Total
Expenses | 142,514 | | Net
Loss | (92,514)
\$ | {8}------------------------------------------------ # **THREE OCEAN SECURITIES LLC Statement of Changes in Member's Equity For the year ended December 31, 2021** | -
Balance
of
year
Beginning | \$
13,229 | |-----------------------------------------|--------------| | Net
loss | (92,514) | | Member
contributions | 100,673 | | -
Balance
of
year
End | \$
21,388 | {9}------------------------------------------------ # **THREE OCEAN SECURITIES LLC Statement of Cash Flows For the year ended December 31, 2021** Cash Flows from Operating Activities: | Net
loss | \$
(92,514) | |--------------------------------------------------------------------------------------------------------------------------------|----------------| | needed
cash
Adjustments
to
reconcile
net
income
net
provided
with
by
activities:
operating | | | (Increase(/Decrease
assets
current
in other | 134 | | Increase/(Decrease)
accrued
expenses
in | (5,000) | | Increase/(Decrease)
TOP
in due
to | 3,445 | | Cash
Used
in Operating
Activities | (93,935) | | Cash
Flows
from
Financing
Activities: | | | Member
contributions | 100,673 | | Cash
Used
by
Financing
Activities | 100,673 | | decrease
in cash
Net | 6,738 | | Cash
-
year
balance
Beginning
of | 16,584 | | -
Cash
balance
End
of
year | \$
23,322 | {10}------------------------------------------------ # **THREE OCEAN SECURITIES LLC Notes to Financial Statements December 31. 2021** ## ( 1) **Organization and Operation** Three Ocean Securities LLC ("the Company"), is a Delaware Limited Liability Company formed on July 22, 2011. The Company is a broker-dealer in securities registered with the Securities and Exchange Commission (SEC) as of September 24, 2013 and is a member of the Financial Industry Regulatory Authority (FINRA). The Company was originally formed under the name Three Ocean Partners Advisors LLC but changed its name as of April 10, 2014 to Three Ocean Securities LLC. The Company operated n reliance on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff to reflect that the Company will not claim an exemption from SEA Rule 15c3-3. The Finn 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 limited to receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients. # (2) **Summary of Significant Accounting Policies** ## **Basis of Accounting** The accompanying financial statements have been prepared using the accrual basis of accounting. # **Revenue Recognition** Revenue from contracts with customers includes advisory services on mergers and acquisitions (M&A). In accordance with ASU No. 2014-09, "Revenue from Contract with Customers", 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 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. {11}------------------------------------------------ ## **THREE OCEAN SECURITIES LLC Notes to Financial Statements (continued) December 31. 2021** ## **(**2**) 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. 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. The above had no significant effect on these financial statements for the year ending December 31, 2021 as there were no leases with terms in excess of 12 months. ### **Use of Estimates** 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 period. Actual results could differ from those estimates. {12}------------------------------------------------ # **THREE OCEAN SECURITIES LLC Notes to Financial Statements (continued) December 31. 2021** ## (2) **Summary of Significant Accounting Policies (continued)** ### **Income Taxes** In as much as the Company 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 member is taxed directly on the Company's earnings. 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") 2009-6, *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. The Company's tax returns remain open for examination by tax authorities for a period of three years from when they are filed; the 2018, 2019, and 2020 tax returns are currently open for examination. ### **Allocation of Income and Losses** The net income of the Company for the year is allocated to the members in accordance with their capital interest. ## **(**3**) Net Capital Requirement** Pursuant to the net capital provisions of Rule 15c3-l of the Securities Exchange Act of 1934, the Company is required to maintain a minimum net capital and a prescribed ratio of aggregate indebtedness to net capital, as defined under such provisions. Net capital and the related net capital ratio may fluctuate on a daily basis. At December 31, 2021, the Company had net capital of approximately \$19,877 which was \$14,877 in excess of its net capital requirement of \$5,000. The Company's ratio of aggregate indebtedness to net capital was .17 to 1. The Securities and Exchange Commission permits a ratio of no greater than 15 to 1 . {13}------------------------------------------------ # **THREE OCEAN SECURITIES LLC Notes to Financial Statements (continued) December 31. 2021** # (4) **Related Party Transactions** The Company has executed an Office and Administrative Services Agreement (the "Agreement"), with its sole member. Under this Agreement the Company utilizes certain office facilities and administrative services of the sole member in exchange for compensation. Compensation for 2021 totaled \$86,067. The total is reflected in the Statement of Income in the categories for which the utilization of services relates. # (5) **Subsequent Events** For purposes of disclosure in the financial statements, the Company has evaluated subsequent events through February 23, 2022, the date which the financial statements were available to be issued and noted no items requiring future disclosure. {14}------------------------------------------------ **Supplemental Information** **Pursuant to Rule 17a-5** **of the Securities Exchange Act of 1934** **as of** **December 31, 2021** {15}------------------------------------------------ # **THREE OCEAN SECURITIES LLC Schedule of Computation of Net Capital as of December 31, 2021** ## COMPUTATION OF NET CAPITAL | Member's
per
statement
of
equity
financial
condition | \$
21,388 | |------------------------------------------------------------------------------------------------------------|--------------| | Add: | | | Other
credits
deductions
or
allowable | | | Total
capital
and
allowable
subordinated
liabilities | 21,388 | | charges:
and/or
Deductions | | | Non-allowable
assets: | | | Other
non-allowable
assets | 1,511 | | Net
capital
before
haircuts
securities
on
positions | 19,877 | | (computed,
where
applicable,
Haircuts
securities
pursuant
to
on
15c3-1(f))
rule | | | Net
capital | \$
19,877 | | AGGREGATE
INDEBTEDNESS | | Items included in statement of financial condition: | accrued
Accounts
Payable
and
expenses | \$
3,445 | |---------------------------------------------------|-------------| | Total
aggregate
indebtedness | \$
3,445 | The preceding notes are an integral part of this supplemental information. {16}------------------------------------------------ # **THREE OCEAN SECURITIES LLC Schedule of Computation of Net Capital as of December 31, 2021** ### **RECONCILATION WITH COMPANY'S COMPUATION** The following serves to reconcile the difference in the computation of net capital under Rule 15c3-l from the Company's computation: | Company's
Net
as
Part
capital,
reported
in the
II | | |-------------------------------------------------------------------------------------------------|--------------| | (unaudited)
FOCUS
report | \$
19,877 | | Net
capital
per
report
audited | \$
19,877 | | COMPUTATION
OF
REQUIREMENT
BASIC
NET
CAPITAL | | | (6-2/3%
net
capital
required
of
total
aggregate
indebtedness)
Minimum | \$
230 | | net
capital
requirement
of
reporting
broker
or
dealer
Minimum
dollar | \$
5,000 | | Net
(greater
two
capital
requirement
of
above
minimum | | | amounts)
requirement | \$
5,000 | | excess
Net
capital
of
required
minimum
in | \$
14,877 | | at
Excess
capital
1000%
net | \$
13,877 | | Aggregate
to
Ratio:
indebtedness
net
capital | 17.33% | #### **Reconciliation of Computation of Net Capital** The above computation does not differ from the computation of net capital under Rule 15c3-l as of December 31, 2021 as filed by Three Ocean Securities LLC on Form X-17A-5. Accordingly, no reconciliation is deemed necessary. **Statement Regarding Changes in Liabilities Subordinated to Claims of General Creditors** No statement is required as no subordinated liabilities existed at any time during the year. #### **Statement Regarding SIPC Supplemental Report** The Company is exempt from the filing of the SIPC Supplemental Report as net operating revenues are less than \$500,000. The preceding notes are an integral part of this supplemental information. {17}------------------------------------------------ 555 FIFTH AVENUE **It** 9TH FLOOR NEW YORK, NY 10017 TEL. 212 953 9200 FAX. 212 953 9366 # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Sole Member of Three Ocean Securities LLC: We have reviewed management's statements, included in the accompanying Three Ocean Securities LLC Assertions Report, in which (1) Three Ocean Securities LLC (the Company) stated that it does not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3; and (2) the Company stated that the Company is filing the 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) receiving transaction-based compensation 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; (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. The Company's management is responsible for compliance with the exemption provisions, Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, 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 Three Ocean Securities LLC's compliance with the Non-Covered Finn 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 on 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. New York, New York February 23, 2022 {18}------------------------------------------------ # **Three Ocean Securities LLC** **551Fifth Avenue, Suite 3800 / New York, NY 10176 212-259-0559** #### **Exemption Report** **Three Ocean 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) receiving transaction-based compensation 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; (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. ### **Three Ocean Securities LLC.** I, David W. Knowlton, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. -7 2 ^ David W. Knowlton, Chief Executive Officer January 5, 2022 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.