# BAYSHORE PARTNERS, LLC X-17A-5 (2021-03-31) — Broker-dealer annual report - Company: BAYSHORE PARTNERS, LLC - Form: X-17A-5 - Filed: 2021-03-31 - Period: 2020-12-31 - Accession: 0001289106-21-000001 - CIK: 1289106 - File #: 8-66480 - Material weakness: No - Auditor: BDO USA, LLP - Auditor location: Fort Lauderdale, FL - Contact: Michael Turner - Phone: 954-358-3800 - Website: bdo.com - Signed by: Michael Turner (Managing Director) Original filing: https://www.sec.gov/Archives/edgar/data/1289106/000128910621000001/bayshoreaudit.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 # **ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill** | | OMB APPROVAL | | |-------------|--------------|----------------------------| | OMB Number: | | 3235-0123 | | Expires: | | October 31, 2023 | | | | Estimated average burden | | | | hours per response 12.00 | | | | | ## SEC FILE NUMBER 8-66480 FACING PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | REPORT FOR THE PERIOD BEGINNING01 /01 /2020 | | AND ENDING 12/31 /2020 | | |-------------------------------------------------------------------------------------------|--------------------------------------------------------|------------------------|---------------------------------| | | MM/DD/YY | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | NAME oF BROKER-DEALER: Bayshore Partners, LLC | | | OFFICIAL USE ONLY | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM l.D. NO. | | 401 East Las Olas Boulevard, Suite 2360 | | | | | | (No. and Street) | | | | Fort Lauderdale | FL | | 33301 | | (City) | (State) | | (Zip Code) | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
Michael Turner | | | 951-358-3800 | | | | | (Arca Code - Tel ephone Number) | | | B. ACCOUNT ANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNT ANT whose opinion is contained in this Report* | | | | | BOO USA, LLP | | | | | | (Name - if individual, state last, /irsl, middle name) | | | | 301 East Las Olas Blvd. 4th Floor | Fort Lauderdale | FL | 33301 | | (Address) | (Ci ty) | (S tate) | (Zip Code) | | CHECK ONE: | | | | | I y' lcerti fied Public Accountant | | | | | DPublic Accountant | | | | | DAccountant not resident in United States or any of its possessions. | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | *\*Claims for exemption Ji-om the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis.for the exemption. See Section 240. 17a-5(e)(2)* > Potential 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. SEC 1410 (11-05) {1}------------------------------------------------ ## **OATH OR AFFIRMATION** | ---
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Michael Turner
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Baysllore Partners. LLC | my I\ now ledge and be! ief the aecompa nyi ng financial statement and supporting schedu ks pertaining to the firm of
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. are true and correct. I further swear (or affirm) that | | classified sole ly as that of a customer. except as follows: | neither the compa ny nor any partner. proprietor. principal officer or director ha s any proprietary interest in any account
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SANORA WHITE-ROBERTS
Notary Public • State o! Florida
Commission II GG t 58050
My Comm . Expires Dec 2. 2021
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Signature
Managing Director
Title | | | | | This report* * contai ns (check all applicab le boxes):
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la) Facing Page.
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(bJ Statement of Financial Condit ion.
of Compn:hcn sivc In come (as de lined in §210 .1-02 ol Regulation S-X).
State111c nl of Change s in Financial Cond ition .
(cl)
Statement of Changes in Stockho lders· Eq uity or Partners· or So le Proprietors· Capi tal.
(c)
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(f}
Statement of Changes in Liabilities Subordinated to Claims of Credi tors.
Computation of Net Cap ital.
(g)
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Comp ut at ion for Determination of Reserv e Requirements Pursuant lo Ruic I 5c3 -J.
(h)
Information Rel ating to tht' Possession 01· Control Requirements U11de1· Rule I 5c3-J.
(i)
D Ul
D (kl A Reconciliation between the audited and unaudited Statements or financial Con
consolidation.
0 (I)
An Oath or Affirmation.
D (m) /\copy or the S
IPC Supple111ental Report.
D (n) A report de | [ZJ (c) Statement of Income (Loss) or. ii there is other comprehensive in come in th e pcriod(s) presented. a Statement
/\Reconcil iati on, including appropriate explanation or the Comp utation of Net Capital Unde r Rule I 5c3- I and the
Comp utation for Dctcr111ination olthe Reserve Requirements Under Ex hibit ;\ ofr~ulc 15c3-J.
dition with respect to methods of | | **hw co11ditio11s rlco11/iclen1iol treot111e111 of certain portiom ofthis/ili11g. see sec/ion 140. I 7a | scribing any material in adequacies found to exist or found lo have existed sin ce the elate oft he prev iou s audit.
-5(e)(3). | {2}------------------------------------------------ Report Pursuant to Rule 17A-5 Under The Securities Exchange Act of 1934 December 31, 2020 (Confidential per Rule 17a-5(e)(3)) {3}------------------------------------------------ #### **CONTENTS:** | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1-2 | | |----------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|--| | FINANCIAL STATEMENTS: | | | | | Statement of Financial Condition | | 3 | | | Statement of Income | | 4 | | | | Statement of Changes in Members' Equity | 5 | | | Statement of Cash Flows | | 6 | | | Notes to Financial Statements | | 7-9 | | | SUPPLEMENTAL INFORMATION: | | 10 | | | SCHEDULE I - | Computation of Net Capital Pursuant to SEC Rule 15c3-1
and Statement Pursuant to SEC Rule 17a-5(d)(2)(iii) | 11 | | | | INFORMATION REGARDING COMPLIANCE WITH RULE 15C3-3: | | | | Exemption report | Report of Independent Registered Public Accounting Firm on Bayshore Partners, LLC's | 12 | | | | Exemption Report under Rule 17a5(d)(4) of the Securities and Exchange Commission | 13 | | | | Statement on Exemption from the Computation for Determination of Reserve Requirements
and Information Relating to Possession or Control Requirements Under Rule 15c3-3 of
the Securities and Exchange Commission as of December 31 , 2020 | 14 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) Fax: 305-373-0056 www.bdo.com ## Report of Independent Registered Public Accounting Firm Directors and Members Bayshore Partners, LLC Fort Lauderdale, Florida ## Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Bayshore Partners, LLC (the "Broker-Dealer") as of December 31, 2020, the related statements of income, changes in members' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Broker-Dealer at December 31 , 2020, 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 the Broker-Dealer's management. Our responsibility is to express an opinion on the Broker-Dealer'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 Broker-Dealer 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. BOO USA, LLP , a Delaware limited liability partnership, is the U.S. member of BOO International Limited, a UK company limited by gllarantee, and forms part of the international BOO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) ## **Supplemental Information** The Computation of Net Capital Pursuant to SEC Rule 15c3-1 and Statement Pursuant to SEC Rule 17a-5(d)(2)(iii) (the "supplemental information") has been subjected to audit procedures performed in conjunction with the audit of the Broker-Dealer's financial statements. The supplemental information is the responsibility of the Broker-Dealer'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 Securities Exchange Act of 1934 Rule 1 ?a-5. In our opinion, the Computation of Net Capital Pursuant to SEC Rule 15c3-1 and Statement Pursuant to SEC Rule 17a-5(d)(2)(iii) is fairly stated , in all material respects, in relation to the financial statements as a whole. ## **Emphasis of a Matter - concentration of revenues** As discussed in Note 2 to the financial statements, during 2020, the Broker-Dealer generated approximately 91 % of their advisory fee revenue from two customers. Our opinion is not modified with respect to this matter. ## **Emphasis of Matter - liquidity** As discussed in Note 7 to the financial statements, the entity suffered a loss from operations during the fiscal year end December 31, 2020. Management's evaluation of the events and conditions and management' s plans to mitigate these matters are also described in Note 7. The Company may need assistance in order to meet its current and future obligations. As such the members of the Company, Farlie Turner & Co., have committed to provide financial support to the Company through an agreement dated March 30, 2021. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter. We have served as the Broker-Dealer's auditor since 2021. March 31, 2021 {6}------------------------------------------------ STATEMENT OF FINANCIAL CONDITION DECEMBER 31 , 2020 #### **ASSETS** | ASSETS
Cash
Prepaid expenses - related party | \$
165,360
89 102 | |------------------------------------------------------|-------------------------| | TOTAL ASSETS | \$
254.462 | | LIABILITIES AND MEMBERS' EQUITY | | | LIABILITIES
Accounts payable and accrued expenses | \$
54,951 | | COMMITMENTS AND CONTINGENCIES (NOTE 6) | | | MEMBERS' EQUITY | 199 511 | | TOTAL LIABILITIES AND MEMBERS' EQUITY | \$
254.462 | {7}------------------------------------------------ #### STATEMENT OF INCOME FOR THE Y EAR ENDED DECEMBER 31 , 2020 | REVENUES:
Advisory fees
Interest income | \$
4,641,439
3 | |-----------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------| | TOTAL REVENUES | 4 641 442 | | EXPENSES:
Guaranteed Payments
Payroll
Professional Fees
Regulatory
Other general and administrative expenses | 640,928
4,075,430
102,428
30,451
82 995 | | TOTAL EXPENSES | 4,932,232 | | NET LOSS | \$
(290,790} | {8}------------------------------------------------ #### STATEMENT OF CHANGES IN MEMBERS' EQUITY FOR THE YEAR ENDED DECEMBER 31 , 2020 | MEMBERS' EQUITY - JANUARY 1, 2020 | \$ | 239,301 | |--------------------------------------|----|-----------| | NET LOSS | | (290,790) | | CAPITAL CONTRIBUTIONS | | 251 000 | | MEMBERS' EQUITY - DECEMBER 31 , 2020 | \$ | 199.511 | {9}------------------------------------------------ #### STATEMENT OF C ASH FLOWS FOR THE Y EAR ENDED D ECEMBER 31, 2020 | CASH FLOWS FROM OPERATING ACTIVITIES: | | |---------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------| | Net Loss | \$
(290,790} | | Adjustments to reconcile net loss to net
Cash used in operating activities: | | | Changes in operating assets and liabilities:
Prepaid expenses - related party
Accounts payable and accrued expenses
Contract Liabilities | 115,1 91
7,434
15 000 | | TOTAL ADJUSTMENTS | 137 625 | | NET CASH USED IN OPERATING ACTIVITIES | (153, 165) | | CASH FLOWS FROM FINANCING ACTIVITIES | | | Capital Contributions | 251 000 | | NET INCREASE IN CASH | 97 835 | | CASH - BEGINNING OF YEAR | 67 525 | | CASH - END OF YEAR | \$
165,~GQ | | | | {10}------------------------------------------------ #### NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 ### **1. ORGANIZATION** Bayshore Partners, LLC (the "Company") is a Florida limited liability company based in Fort Lauderdale, Florida. The Company was organized to operate as a registered broker-dealer in securities in the United States of America and provides merger and acquisition advisory services to shareholders and owners of companies as well as engages in the distribution of debt and equity securities of corporations and other entities through the private placement of such securities on a best efforts basis. The Company is a registered broker-dealer with the Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"). The Company does not claim an exemption from SEA Rule 15c3-3 in reliance on footnote 7 4 to SEC Release 34- 70073. The Company does not and will not, (a) directly or indirectly, receive, hold or otherwise owe funds or securities for or to customers, (b) does not and will not carry accounts of or for customers and (c) does not and will not carry PAB accounts. #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** #### **Basis of Financial Statement Presentation** The accounting policies and reporting practices of the Company conform to the predominant practices in the broker-dealer industry and are in accordance with accounting principles generally accepted in the United States of America ("U .S. GAAP"). #### **Government and Other Regulation** A broker-dealer of securities business is subject to significant regulation by various governmental agencies and self-regulatory organizations. Such regulation includes, among other things, periodic examinations by these regulatory bodies to determine whether the Company is conducting and reporting its operations in accordance with the applicable requirements of these organizations. As a registered broker-dealer, the Company is subject to the SEC's net capital rule (Rule 15c3-1) which requires that the Company maintain a minimum net capital, as defined. #### **Cash** The Company considers highly liquid investments with maturities of three months or less from the date of acquisition to be cash equivalents. Financial instruments which potentially subject the Company to concentration of credit risk consist principally of cash deposits in excess of Federal Deposit Insurance Corporation ("FDIC") insured limit of \$250,000. At times, such balances exceed these insured limits. #### **Revenue Recognition** Advisory fee income is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is canceled. Retainers and other advisory fees received from customers prior to recognizing revenue are reflected as contract liabilities and are recognized at a point in time the performance under the arrangement is completed or the contract is canceled. Costs associated with fulfilling advisory assignments are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized at a point in time. All other costs are expensed as incurred. Reimbursable expenses are recognized within their respective expense category in the Statement of Income when the related revenue is recognized, or the assignment is otherwise concluded. Client reimbursements for such expenses are included in advisory fees income in the Statement of Income. {11}------------------------------------------------ #### NOTES TO FINANCIAL STATEMENTS DECEMBER 31 , 2020 #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)** #### **Income Tax** The Company is treated as a partnership for federal income tax purposes and, accordingly, generally would not incur income taxes or have any unrecognized tax benefits. Instead, its earnings and losses are included in the tax return of its members and taxed depending on the members' tax situation. As a result, the financial statements do not reflect a provision for income taxes. The Company recognizes and measures tax positions taken or expected to be taken in its tax return based on their technical merit and assesses the likelihood that the positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. Interest and penalties on tax liabilities, if any, would be recorded in interest expense and other non-interest expense, respectively. The U.S. Federal jurisdiction and Florida are the major tax jurisdictions where the Company files income tax returns. The Company is generally no longer subject to U.S. Federal or State examinations by tax authorities for years before 2017. #### **Use of Estimates in the Preparation of Financial Statements** The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that might affect certain reported amounts and disclosures in the financial statements and accompanying notes during the reporting period. Accordingly, actual results could differ from those estimates. #### **Accounts Receivable** Accounts receivable are customer obligations due in connection with advisory services performed in the normal course of business. The Company performs continuing credit evaluations of its customers' financial condition, including review of the terms of credit, the amount of credit granted and management's past history with a customer to determine if any such amounts will potentially be uncollectible. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. There was no bad debt expense related to accounts receivable for the year ended December 31 , 2020. There was no Accounts Receivable as of December 31, 2020. #### **Concentration of Credit Risk** Advisory fee revenue from the Company's two largest customers accounted for approximately 91 % of advisory fee income for the year ended December 31 , 2020. #### **Allowance for Credit Loses** Financial Accounting Standards Board (FASB) Accounting Standards Codification ASC 326-20, Financial Instruments - Credit losses require the immediate recognition of management estimates of current expected credit losses and is effective for fiscal year's beginning after December 15, 2019. The company has adopted this accounting standard effective for the fiscal year ended December 31 , 2020. The company has evaluated the impact of ASC 326-20 specifically as it relates to receivables from its clearing broker. The Company does not have a clearing broker nor does the company hold any client funds. Based on the companies evaluation, the company does not believe that the adoption of ASC 326-20 has or will have a material impact on its financial position and results of operation. #### **Covid-19** In March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. The Company {12}------------------------------------------------ #### NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)** #### **Covid-19 (continued)** has continued its operations throughout the coronavirus pandemic and management expects business operations to continue as is for the foreseeable future . The extent to which the COVID-19 (coronavirus) outbreak has impacted our operations has not been significant and the company expects this to remain the case. #### **Subsequent Events** The Company has evaluated subsequent events through March 31, 2020, which is the date the financial statements were available to be issued. Management has determined that there are no material events that would require adjustment to, or disclosure in, the Company's financial statements. #### **3. NET CAPITAL REQUIREMENT** The Company, as a registered broker-dealer in securities, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1 }, which requires that the Company maintain "Net Capital" equal to the greater of \$5,000 or 6 2/3% of "Aggregate Indebtedness," as defined, and requires that the ratio of aggregate indebtedness to net capital shall not exceed 15 to 1. At December 31 , 2020, the Company had net capital of \$110,409 which was \$105,409 in excess of its required net capital of \$5,000. At December 31 , 2020, the ratio of "Aggregate Indebtedness" to "Net Capital" was .50 to 1. #### **4. RELATED PARTY TRANSACTIONS** The Company is party to a Services Agreement with a company under common ownership ("related party") effective Feb 1, 2018. Under this agreement, the Company reimburses the related party for overhead and salaries for shared personnel. For the year ended December 31, 2020, the Company paid \$345,600 for reimbursement of overhead and salaries which is included within professional fees and other general and administrative expenses. As of December 31, 2020, the Company prepaid approximately \$89,000 of service fees to the related party which are included as "prepaid expenses - related party" in the accompanying statement of financial condition. #### **5. MEMBERS' CAPITAL** The Company operates under an operating agreement ("Agreement") with a perpetual term, unless terminated under provisions of the Agreement. Membership capital is non-interest bearing and members are not entitled to withdraw or demand capital amounts, unless as provided for in the Agreement. Profit and losses are allocated principally based on each member's pro rata share of total capital. ### **6. COMMITMENTS AND CONTINGENCIES** The Company is exposed to various asserted and unasserted potential claims encountered in the normal course of business. In the opinion of management, the resolution of these matters will not have a material effect on the Company's financial position or results of operations. ### **7. LIQUIDITY** The Company reported a net loss of approximately \$291 ,000 for the year ended December 31, 2020 and has a member's equity of approximately \$200,000 as of December 31 , 2020. Cash used by operating activities during the year ended amounted to approximately \$153,000, and cash provided by financing activities amounted to approximately \$251,000. Farlie Turner & Co., and its members have committed to provide financial support to the Company in order to meet its short and long-term obligations. However, there can be no assurance that the Company will be successful in achieving its objectives. {13}------------------------------------------------ #### SUPPLEMENTAL SCHEDULES {14}------------------------------------------------ #### SCHEDULE I COMPUTATION OF NET CAPITAL PURSUANT TO SEC RULE 15C3-1 AND STATEMENT PURSUANT TO 17a-5(d)(2)(iii) AS OF DECEMBER 31 , 2020 December 31 . 2020 Computation of Net Capital Pursuant to Rule 15c3-1 Computation of Net Capital: | CREDITS
Members' equity | \$
199,511 | |---------------------------------------------------------------------------------------------------------------------|---------------| | DEBITS
Prepaid expenses - related party | 89 102 | | NET CAPITAL | 110,409 | | MINIMUM NET CAPITAL REQUIREMENT 6-2/3%
OF AGGREGATE INDEBTEDNESS OF \$54,951
OR \$5,000, WHICHEVER IS GREATER | 5 000 | | EXCESS NET CAPITAL | \$
105.409 | | EXCESS NET CAPITAL@ 1000% (NET CAPITAL LESS
120% OF MINIMUM NET CAPITAL REQUIREMENTS) | \$
104.409 | | SCHEDULE OF AGGREGATE INDEBTEDNESS
Accounts payable and accrued expenses | 54 951 | | TOTALAGGREGATEINDEBTEDNESS | \$
54,951 | | RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL | .50 to 1 | #### **Statement pursuant to rule 17a-5(d)(2)(iii)** A reconciliation with the Company's computation of net capital as reported in the unaudited part llA of Form X-1 7A-5 was not prepared as there are no material differences between the Company's computation of net capital they are in and the preceding computation. See Report of Independent Registered Public Accounting firm . {15}------------------------------------------------ ![](_page_15_Picture_0.jpeg) Fax: 305-373-0056 www.bdo.com ## **Report of Independent Registered Public Accounting Firm** To the Directors and Members of Bayshore Partners, LLC Fort Lauderdale, FL We have reviewed management's statements, included in the accompanying Exemption Report in which **(1)** American Broker-Dealer Company, LLC (the "Company") stated that it does not claim an exemption under paragraph (k) of 17 C.F.R. § 15c3-3 and (2) 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 receiving transactionbased compensation for identifying potential merger and acquisition opportunities for clients, referring securities transactions to other broker-dealers, and the Company (a) 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 I 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); (b) did not carry accounts of or for customers; and (c) 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 provision 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 the Company's statements. 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 Rule 15c3-3 under the Securities Exchange Act of 1934 and in reliance of Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. March 31, 2021 **BDO USA , LLP, a Delawa re limited liability partnership, is the U.S. member of BOO International Limited , a UK company limited by guClrantee, and forms part of the international BDO network of independent member firms.** BDO is the brand name for the BOO network and for each of the BDO Member Firms. {16}------------------------------------------------ ## **Bayshore Partners, LLC's Exemption Report** Bayshore Partners, LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-S(d)(l) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and - (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to receiving 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 (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. Bayshore Partners, LLC I, Michael Turner, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. ~\_\_.--:::z: \_\_\_ \_ **Signature** | Managing Director | | |-------------------|--| | Title | | March 31, 2021 **Date** 401 East Las Olas Blvd., Suite 2360 · Fort Lauderdale, FL 33301 · P. 954.358.3800 · F. 954.358.3838 {17}------------------------------------------------ STATEMENT ON EXEMPTION FROM THE COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15C3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31 , 2020 In accordance with the exemptive provisions of SEC Rule 15c3-3, especially exemption k (2) (i), the Company is exempt from the computation of reserve requirements and the information relating to the possession or control requirements. During 2020, the Company did not provide services to warrant the maintenance of a "Special Account for the Exclusive Benefit of customers." Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.