# MSC - BD, LLC X-17A-5 (2022-04-01) — Broker-dealer annual report

- Company: MSC - BD, LLC
- Form: X-17A-5
- Filed: 2022-04-01
- Period: 2021-12-31
- Accession: 0001385221-22-000001
- CIK: 1385221
- File #: 8-67511
- Type: Broker-dealer
- Material weakness: No
- Auditor: Rubio CPA, PC
- Auditor location: Atlanta, GA
- Contact: Anthony Diamos
- Phone: 404-536-6984
- Email: adiamos@msc-bd.com
- Website: msc-bd.com
- Signed by: Charles Botchway (Chief Executive Officer)

Original filing: https://www.sec.gov/Archives/edgar/data/1385221/000138522122000001/MSCBDrpt.pdf

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|                                                              | UNITED STATES                                                                                                             |                    | 0MB APPROVAL<br>0MB Number: 3235-0123<br>Expires: Oct. 31, 2023<br>Estimated average burden<br>hours per response: 12 |  |
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| SECURITIES AND EXCHANGE COMMISSION<br>Washington, D.C. 20549 |                                                                                                                           |                    |                                                                                                                       |  |
|                                                              | ANNUAL REPORTS                                                                                                            |                    | SEC FllE NUMBER<br>8-66688                                                                                            |  |
|                                                              | FORM X-17A-5                                                                                                              |                    |                                                                                                                       |  |
|                                                              | PART Ill                                                                                                                  |                    |                                                                                                                       |  |
|                                                              | FACING PAGE<br>Information Required Pur\$uant to Rules 17a-!., 17a-12, and 18a-7 under the Securities Exchange Ad of 1934 |                    |                                                                                                                       |  |
|                                                              | FILING FOR THE PERIOD BEGINNING ___ -=O-=l/'--'0'-"lc.L/=21=-----·AND ENDING ----'1=2=---/=3=1/'--"2=1'---_               |                    |                                                                                                                       |  |
|                                                              | MM/DD/YY                                                                                                                  |                    | MM/DD/YY                                                                                                              |  |
|                                                              | A. REGISTRANT IDENTIFICATION                                                                                              |                    |                                                                                                                       |  |
| NAME OF FIRM: MSC -<br>BD LLC                                |                                                                                                                           |                    |                                                                                                                       |  |
|                                                              |                                                                                                                           |                    |                                                                                                                       |  |
| TYPE OF REGISTRANT (check all applicable boxes):             | □ Security-based swap dealer                                                                                              |                    | □ Major security-based swap participant                                                                               |  |
| fi!l Broker-dealer                                           | D Check here if respondent is also an OTC derivatives dealer                                                              |                    |                                                                                                                       |  |
|                                                              |                                                                                                                           |                    |                                                                                                                       |  |
|                                                              | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)                                                       |                    |                                                                                                                       |  |
| 410 Peachtree Parkway, Suite 4245                            |                                                                                                                           |                    |                                                                                                                       |  |
|                                                              | (No. and Street)                                                                                                          |                    |                                                                                                                       |  |
| Cumming                                                      | GA                                                                                                                        |                    | 30041                                                                                                                 |  |
| (City)                                                       | (State)                                                                                                                   |                    | {Zip Code)                                                                                                            |  |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                 |                                                                                                                           |                    |                                                                                                                       |  |
| Anthony Diamos                                               |                                                                                                                           | adiamos@msc-bd.com |                                                                                                                       |  |
| {Name)                                                       | (Area Code -Telephone Number)                                                                                             |                    | (Email Address)                                                                                                       |  |
|                                                              | 8. ACCOUNTANT IDENTIFICATION                                                                                              |                    |                                                                                                                       |  |
| Rubio CPA, PC                                                | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*                                                 |                    |                                                                                                                       |  |
|                                                              |                                                                                                                           |                    |                                                                                                                       |  |
|                                                              | (Name -if individual, state last, first, and middle name)                                                                 |                    |                                                                                                                       |  |
|                                                              |                                                                                                                           |                    |                                                                                                                       |  |
| 2727 Paces Ferry Rd SE, STE 2-1680<br>(Address)              | Atlanta<br>(City)                                                                                                         | Georgia<br>(State) | 30339<br>(Zip Code)                                                                                                   |  |
|                                                              |                                                                                                                           |                    |                                                                                                                       |  |
| 05/05/2009                                                   |                                                                                                                           |                    | 3514                                                                                                                  |  |

• 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 0MB control number.

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#### **OATH OR AFFIRMATION**

![](_page_1_Figure_2.jpeg)

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# **MSC-BD, LLC**

## **CONTENTS**

Report oflndependent Registered Public Accounting Firm

Statement of Financial Condition

Statement of Operations

Statement of Changes in Member's Equity

Statement of Cash Flows

Notes to Financial Statements

Supplementary Information

| Schedule I:   | Computation of Net Capital Pursuant to Rule 15c3-l of the Securities and<br>Exchange Commission as of December 31, 2021                               |
|---------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| Schedule II:  | Computation for Determination of Reserve Requirements Under Rule 15c3-3 of<br>the Securities and Exchange Commission as of December 31, 2021          |
| Schedule III: | Information Relating to the Possession or Control Requirements Under Rule<br>15c3-3 of the Securities and Exchange Commission as of December 31, 2021 |
|               | Report oflndependent Registered Public Accounting Firm on the Company's Exemption Report                                                              |

MSC-BD, LLC Exemption Report

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**RUBIO CPA, PC** 

CERTIFIED PUBLIC ACCOUNTANTS 2727 Paces Ferry Road SE

Building 2, Suite 1680 Atlanta, GA 30339 Office: 770 690-8995 Fax: 770 838-7123

#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Member of MSC- BO, LLC

#### Opinion on the Financial Statements

We have audited the accompanying statement of financial condition of MSC - BO, LLC (the "Company") as of December 31, 2021, the related statements of operations, changes in member's equity, and cash flows for the year then ended and the related notes (collectively referred to as 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 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.

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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement to 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.

#### Supplemental Information

The information contained in Schedules I, II and Ill 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 information in Schedules I, II and Ill 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 accompanying schedules. In forming our opinion on the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented

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in conformity with 17 C.F.R. §240.17a-5. In our opinion, the aforementioned 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 2019.

March 3 I, 2022 Atlanta, Georgia

**�u>a\,Pc.**  Rubio CPA, PC

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# **MSC-BD, LLC STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2021**

| ASSETS                                   |               |
|------------------------------------------|---------------|
| Cash                                     | \$<br>24,691  |
| Accounts receivable                      | 623,089       |
| Other                                    | 1,190         |
|                                          |               |
| Total Assets                             | 648,970       |
| LIABILITIES AND MEMBER'S EQUITY          |               |
| LIABILITIES                              |               |
| Conunissions Payable                     | 112,534       |
| Accounts Payable and Accrued Expenses    | 82,074        |
| Total Liabilities                        | 194,608       |
| MEMBER'S EQUITY                          | 454,362       |
| Total<br>liabilities and member's equity | \$<br>648,970 |

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## **MSC-BD, LLC STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2021**

| REVENUES                      |               |
|-------------------------------|---------------|
| Investment banking            | \$<br>849,007 |
| Commissions                   | 4,811         |
| Other                         | 815           |
| Total revenues                | 854,633       |
| EXPENSES                      |               |
| Commissions                   | 301,097       |
| Technology and communications | 6,360         |
| Professional fees             | 144,529       |
| Other                         | 100,853       |
| Total ex pens es              | 552,839       |
| NET INCOME                    | \$<br>301,794 |

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## **MSC-BD, LLC STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2021**

| BALANCE, December 31, 2021 | \$<br>454,362 |
|----------------------------|---------------|
| Net Income                 | 301,794       |
| Contributions              | 137,441       |
| BALANCE, December 31, 2020 | \$<br>15,127  |

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# **MSC-BD, LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2021**

#### **CASH FLOWS FROM OPERATING ACTIVITIES:**  Net Income Adjustments to reconcile net income to net cash used by operating activities: Increase in accounts receivable Increase in other assets Increase in commissions payable Increase in accounts payable and accrued expenses **Net cash used by operating activities CASH FLOWS FROM FINANCING ACTIVITIES:**  Contributions **NET CASH PROVIDED BY FINANCING ACTIVITIES NET INCREASE IN CASH CASH,** at beginning of year **CASH,** at end of year Supplemental Information: Non-cash fmancing activity Contribution of expenses paid by member \$ \$ \$ 301,794 (599,518) (138) 89,735 79,550 (128,577) 137,441 137,441 8,864 15,827 **24,691**  126,441

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# *NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES*

## *Organization and business*

**MSC-BD, LLC (the "Company") is a Florida Limited Liability Company formed on July 10, 2006. As a limited liability company, the member's liability is limited to its investment. The Company is a wholly owned subsidiary of Madison Street Capital, LLC (the "Member"), an Illinois Limited Liability Company. The Company is a broker-dealer and registered with the Securities and Exchange Commission ("SEC"). The Company is a member of the Financial Industry Regulatory Authority and approved to conduct private placements and provide investment banking, mergers and acquisitions, and financial and capital advisory services to clients in various industries. The Company also offers its customers variable annuity products.** 

## *Cash*

**The Company maintains its bank account in a high credit quality institution. The balance at times may exceed federally insured limits.** 

### *Revenue Recognition*

**Revenue from contracts with customers includes private placement and advisory services related to capital raising activities and mergers and acquisitions transactions as well as commissions. 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 appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events.** 

**The Company reco**gn**izes commission revenue upon issuance or renewal of an insurance policy as this satisfies the only performance obligation identified by the Company.** 

**Revenue from private placement and advisory services is generally recognized at the point in time that performance under the agreement is completed (the closing date of the transaction) or the contract is terminated. However, for certain contracts, revenue is reco**gn**ized over time for advisory arrangements in which the performance obligations are simultaneously provided by the Company and consumed by the customer. Advisory agreements often contain nonrefundable retainer fees, and/or success fees, which may be fixed or represent a percentage of the value that the customer receives, if and when the transaction is completed ("success fee"). In some circumstances, si**gn**ificant judgment is needed to determine the timing and measure of progress** 

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# *NOTE J - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)*

## *Revenue Recognition (Continued)*

**appropriate for revenue recognition under a specific contract. If a promised good or service is not distinct, the Company combines that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. In some cases this would result in the Company accounting for all the services promised in a contract as a single performance obligation and, if unfulfilled, that retainer revenue would be reflected as deferred revenue on the statement of financial condition. The Company has evaluated its nonrefundable retainer fees to ensure they relate to the transfer of goods or services, as a distinct performance obligation, in exchange for the retainer.** 

**The Company recognizes certain retainer revenue from contracts with customers at the point in time in which specified deliverables are transferred to the Company's customer. Success fees are recognized in accordance with terms agreed upon with each customer and are generally based on a percentage of capital raised. Success fees are recognized upon the consummation of a transaction as this satisfies the only performance obligation identified by the Company.** 

**The Company recognizes fees from private placements upon the sale of each unit in an offering as this satisfies the only performance obligation identified by the Company.** 

### *Estimates*

**The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from the estimates that were assumed in preparing the financial statements.** 

#### *Income Taxes*

**The Company is a single-member limited liability company and is considered a disregarded entity for federal income tax reporting purposes. Accordingly, the Company does not file a separate income tax return. Therefore, the effects of the Company's operations are passed through to the Member for taxation purposes. The Company's Member is taxed as a partnership.** 

**The Company follows the provisions of F ASB Accounting Standards Codification 740-10 ("ASC 740-10"), Accounting for Uncertainty in Income Taxes. Under FASB ASC 740-10, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity's status, including its status as a pass-through entity, and the decision not to file a return.** 

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# *NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)*

## *Income Taxes (Continued)*

**The Company has evaluated each of its tax positions and has determined that it has no uncertain tax positions for which a provision or liability for income taxes is necessary.** 

# *Account Receivable*

**Accounts receivable are non-interest-bearing, uncollateralized obligations receivable in accordance with the terms agreed upon with each customer. The Company regularly reviews its accounts receivable for any uncollectible amounts. The review for uncollectible amounts is based on an analysis of the Company's collection experience, customer credit worthiness, and current economic trends. Based on management's review, no allowance for credit losses is considered necessary.** 

# *NOTE 2* **-** *NET CAPITAL REQUIREMENTS*

**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 equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness as well as a ratio of aggregate indebtedness to net capital that shall not exceed 15 to 1, both as defined.** 

**At December 3 1, 2021, the Company had a net capital deficit of (\$57,382) which was (\$70,356) below its required minimum net capital of \$12,974. The Company's aggregate indebtedness to net capital ratio was (3.39) to 1.00. Management believes that the Company became compliant with its net capital requirement on January 28, 2022, upon the receipt of a capital contribution from its Member in the amount of \$80,000.** 

## *NOTE 3* - *SUBSEQUENT EVENTS*

**The Company has performed an evaluation of subsequent events through the date the financial statements were issued.** 

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# *NOTE 4* - *CONTINGENCIES*

**The Company is subject to litigation in the normal course of business. The Company has two litigation matters in progress at December 31, 2021, as defendant. Management believes that the resolution of these matters will not have a si**gn**ificant adverse effect on financial position.** 

**One of the matters in progress at December 31, 202 1 pertains to the Company as a defendant, along with approximately seventy other broker dealers, in matters involving sales of investments in a family of Funds. Investors and regulators allege, among other things, that the Funds are Ponzi schemes and that the organizers and officers of the Funds took undisclosed fees and payments from the Funds. The Company sold approximately \$2 million of investments in the Funds. The resolution of this matter will likely be unknown for several years.** 

# *NOTE* **5 -** *CONCENTRATIONS*

**Approximately 88% of the Company's advisory revenue was earned from two customers. Approximately 95% of accounts receivable at December 3 1, 202 1, is due from one customer.** 

# *NOTE 6* - *RELATED PARTYTRANSACTIONS*

**At times, the Member pays for operating expenses on behalf of the Company for which it subsequently forgives the amount to which it is entitled to be reimbursed. The Member paid approximately \$126,441 of operating expenses on behalf of the Company during 2021 that was forgiven and recorded as a capital contribution by the Company.** 

**The Company operates from office space provided by its president and chief compliance officer at no cost to the Company.** 

**Financial position and results of operations could differ from the amounts in the accompanying financial statements if these related party transactions did not exist.** 

# *NOTE* 7 - *ECONOMIC RISKS*

**In March 2020, the World Health Organization (WHO) declared COVID-19 a global pandemic. This pandemic event has resulted in significant business disruption and uncertainty in both global and U.S. markets. While the Company believes that it is in an appropriate position to sustain the potential short-term effects of these world-wide events, the direct and long-term impact to the Company and its financial statements is undetermined at this time.** 

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**SUPPLEMENTARY INFORMATION** 

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# **Schedule I Computation of Net Capital Pursuant to Rule 15c3-1 of the Securities and Exchange Commission As of December 31, 2021**

| NET CAPITAL                                                                      |                |
|----------------------------------------------------------------------------------|----------------|
| Member's equity                                                                  | \$<br>454,362  |
| Non-allowable assets:                                                            |                |
| Accounts receivable, net                                                         | 510,554        |
| Other assets                                                                     | 1,190          |
| Total non-allowable assets                                                       | 511,744        |
| NET CAPITAL                                                                      | \$<br>(57,382) |
| Minimum requirement (greater of 6-2/3 % of aggregate indebtedness<br>or \$5,000) | 12,974         |
| Net capital deficit                                                              | (70,356)       |
| AGGREGATE INDEBTEDNESS:                                                          | \$<br>194,608  |
| RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL:                                  | (3.39) to 1.00 |

**Reconciliation with the Company's computation of net capital included in Part IIA of Form X-17 A-5 as of December 3 1, 2021 and net capital as computed above.** 

**There are no material differences between the above computation of net capital and the corresponding computation reported in Form X-17 A-5 Part IIA, as amended.** 

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#### **SCHEDULE II**

### **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2021**

**The Company does not claim exemption from Rule 15c3-3, in reliance on Footnote 74 of the 2013 Release. The Company does not hold customer funds or securities.** 

#### **SCHEDULE III**

### **INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2021**

**The Company does not claim exemption from Rule 15c3-3, in reliance on Footnote 74 of the 2013 Release. The Company does not hold customer funds or securities.** 

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# **RUBIO CPA, PC**

CERTIFIED PUBLIC ACCOUNTANTS 2727 Paces Ferry Road SE

Building 2, Suite 1 680 Atlanta , GA 30339 Office: 770 690-8995 Fax: 770 838-7123

#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Member of MSC - BO, LLC

We have reviewed management's statements included in the accompanying Broker Dealers Annual Exemption Report in which (1) MSC - BO, LLC did not claim an exemption from Rule 1 5c3-3 in reliance upon Footnote 74 of the 20 13 Release, and (2) MSC - BO, LLC stated that MSC - BO, LLC met the identified conditions for such reliance throughout the most recent fiscal year without exception. MSC - BO, LLC's management is responsible for compl iance with the exemption provisions and its statements.

Our review was conducted in accordance with the standards of the Publ ic Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about MSC - BO, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in Footnote 74 of the 2013 Release.

March 3 I , 2022 Atlanta, GA

**�CPA Pt.**  Rubio CPA� PC

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#### **MSC-BD, LLC'S EXEMPTION REPORT**

**We, as members of management ofMSC-BD, LLC (the "Company") are responsible for complying with Rule 17a-5, "Reports to be made by certain brokers and dealers.'' We have performed an evaluation of the Company's compliance with the requirements of Rule l 7a-5 and the exemption provisions in Rule 15c3-3(k) (the "exemption provisions") and of the 2013 Release adopting amendments to Rule 17a-5, including Footnote 74 of the 2013 Release.** 

**We have determined that the Company does not meet any of the exemption conditions of paragraph (k) of Rule 1 5c3-3 (i.e., paragraph (k)(J ), (kX2)(i) or (k)(2)(ii) but also (l) does 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 Exchange Act Rule 15c2-4 ("Rule 15c2-4"); (2) does not carry accounts oforforcustomers; and (3) does not carry PAB accounts (as defined in Rule I 5c3-3) and therefore is covered by Footnote 74 of the 2013 Release.** 

**Accordingly, based on our evaluation we make the following statements to the best knowledge and belief of the Company:** 

- **l. We reviewed the provisions of Rule § 15c3-3 and related guidance stated in the SEC Staffs FAQ and confirmed that the Company relied on Footnote 74 of the 2013 Release.**
- **2. The Company conducted business activities involving the issuance and renewal of variable annuities, placement and advisory services to customers consisting of capital raising activity throughout the year ended December 3 1, 2021 without exception.**
- **3. The Company met the identified conditions for such reliance throughout the period January I to December 31, 2021 without exception.**

**Charles Botchway, CEO March 14, 2022** 

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# **RUBIO CPA, PC**

CERTIFIED PUBLIC ACCOUNTANTS 2727 Paces Ferry Road SE

Building 2, Suite 1 680 Atlanta , GA 30339 Office: 770 690-8995 Fax: 770 838-7123

#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON APPL YING AGREED-UPON PROCEDURES**

To the Member of MSC - BD, LLC

We have performed the procedures included in Rule 1 7a-5(e)(4) under the Securities Exchange Act of 1 934 and in the Securities Investor Protection Corporation (SI PC) Series 600 Rules, which are enumerated below and were agreed to by MSC - BD, LLC and the SIPC, solely to assist you and SIPC in evaluating MSC - BD, LLC's compliance with the appl icable instructions of the General Assessment Reconciliation (Form SIPC-7) for the year ended December 31, 202 1. MSC - BD, LLC's management is responsible for its Form SIPC-7 and for its compliance with those requirements. This agreed-upon procedures engagement was conducted in accordance with standards established by the Publ ic Company Accounting Oversight Board (United States) and in accordance with attestation standards establ ished by the American Institute of Certified Publ ic Accountants. The sufficiency of these procedures is solely the responsibil ity of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures we performed, and our findings are as follows:

- 1) Compared the listed assessment payments in Form SIPC-7 with respective cash disbursement records entries, noting no differences;
- 2) Compared the Total Revenue amount reported on the Annual Audited Report Form X- 17 A-5 Part I I I for the year ended December 31, 202 1 with the Total Revenue amount reported in Form SIPC-7 for the year ended December 31, 202 1, noting no differences;
- 3) Compared any adjustments reported in Form SIPC-7 with supporting schedules and working papers, noting no differences;
- 4) Recalculated the arithmetical accuracy of the calculations reflected in Form SIPC-7 and in the related schedules and working papers supporting the adj ustments, noting no differences.

We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on MSC - BD, LLC's compliance with the appl icable instructions of the Form SIPC-7 for the year ended December 31, 2021. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

This report is intended solely for the information and use of MSC - BD, LLC and the SIPC and is not intended to be and should not be used by anyone other than these specified parties.

March 3 I, 2022 Atlanta, GA

**1LJd Clf\.,Pc-**Rubio CPA, PC

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| SIPC            | -7 |
|-----------------|----|
| (36-REV 1 2/18) |    |

SECU <sup>R</sup> <sup>I</sup> TIES I <sup>N</sup> VE STOR PROTECTION CORPORATION P.O. Box 92 1 8 5 Washingt on, D.C. 20090-2 1 85 202-37 1 - 8300

#### General Assess ment Reconciliation

**SIPC-7**  (36-REV 1 2/18)

> > **c.. 0**

. December 31 2021 For the fiscal year ended

(Read carefully the instructions in your Working Copy before completing this Form)

#### **TO BE FILED BY ALL SIPC MEMB ERS WITH FISCAL Y EAR ENDINGS**

1. Name of Member, address, Designated Examining Authority, 1 934 Act registration no. and month in which fiscal year ends for purposes of the audit requirement of SEC Rule 1 7a-5:

|  | I<br>06751<br>FINRA<br>DEC<br>1<br>MSC-BO<br>, LLC<br>410<br>PEACHTREE<br>STE<br>4245<br>PKWY                                                                                                                  | 7  |              | Note: If any of the information shown on the<br>mailing label requires correction, please e-mail<br>any corrections to form@sipc.org and so<br>indicate on the form filed. | c.::,<br>C,<br>z<br>- |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|
|  | CUMMING<br>GA<br>30041<br>,                                                                                                                                                                                    |    |              | Name and telephone number of person to<br>contact respecting this form.                                                                                                    | ::-:::<br>cc:<br>O    |
|  | L                                                                                                                                                                                                              | _J | ANTHONY      | DIAMOS:<br>(404)<br>536-6984                                                                                                                                               | S:                    |
|  | 2. A. General Assessment (item 2e from page 2)                                                                                                                                                                 |    |              | \$ 1<br>,274                                                                                                                                                               |                       |
|  | B. Less payment made with SIPC-6 filed (exclude Interest)<br>J<br>u;I<br>2<br>_,_2<br>9<br>0<br>2<br>1<br>Y<br>____ \$ 1 32.00 + Paid \$286 (02/02/2022) = \$4 18<br>___<br>_<br>_<br>_<br>_<br>_<br>Date Paid |    |              | 8<br>( 41                                                                                                                                                                  |                       |
|  | C. Less prior overpayment applied                                                                                                                                                                              |    |              |                                                                                                                                                                            |                       |
|  | D. Assessment balance due or (overpayment)                                                                                                                                                                     |    |              |                                                                                                                                                                            |                       |
|  | E. I nterest<br>computed on late payment (see instruction E) for<br>_____ days at 20% per annum                                                                                                                |    |              |                                                                                                                                                                            |                       |
|  | F. Total assessment balance and i nterest<br>due (or overpayment carried forward)                                                                                                                              |    |              |                                                                                                                                                                            |                       |
|  | ✓<br>G, PAYMENT:<br>the box<br>Funds Wired□<br>ACH □<br>Check malled to P.O. Box [Z)<br>\$ 8<br>56_00<br>Total ( m u st be same as F ab ove)                                                                   |    | __________ _ |                                                                                                                                                                            |                       |
|  | \$(<br>H. Overpayment carried forward                                                                                                                                                                          |    | ________ _   |                                                                                                                                                                            |                       |
|  |                                                                                                                                                                                                                |    |              |                                                                                                                                                                            |                       |

3. Subsidiaries (S) and predecessors (P) included in this form (give name and 1 934 Act registration number):

| The SIPC member submitting this form and the<br>person by whom it is executed represent thereby<br>that all information contained herein is true, correct<br>and complete. |                                     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------|
| , 20E._<br>Dated the 31 st<br>M<br>h<br>a<br>r<br>c                                                                                                                        | (Aulhorized Signa1ure)<br>PRINCIPAL |
| day of<br>___<br>_<br>_<br>_<br>_<br>_                                                                                                                                     | (Tille)                             |
|                                                                                                                                                                            |                                     |

This form and the assessment payment Is due 60 days after the end of the fiscal year. Retain the Working Copy of this form for a period of not less than 6 years, the latest 2 years In an easily accessible place.

| 3: | ffi Dates:       | Postmarked                 | Received | Reviewed           |                    |
|----|------------------|----------------------------|----------|--------------------|--------------------|
|    |                  | > Calculations __ _        |          | Documentation __ _ | Forward Copy ___ _ |
| 0  | c.:, Exceptions: |                            |          |                    |                    |
| en |                  | Disposition of exceptions: |          |                    |                    |

{20}------------------------------------------------

# **D ETERMINATION OF "SIPC N ET OP ERATI NG REVENU ES" AND GENERAL ASSESSMENT**

Amounts for the fiscal period beginning JANUARY 1, 2021 and ending PEG 31 2021

| Item No,<br>2a, Total revenue (FOCUS Line 1 2/Part !IA Line 9, Code 4030)                                                                                                                                                                                                                                                                                                                     | Elimin ate cents<br>\$ 854,633 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|
| 2b, Additions:<br>(1) Total revenues from the securities business of subsidiaries (except foreign subsidiaries) and<br>predecessors not included above,                                                                                                                                                                                                                                       |                                |
| (2) Net loss from principal transactions in securities in trading accounts,                                                                                                                                                                                                                                                                                                                   |                                |
| (3) Net loss from principal transactions in commodities in trading accounts,                                                                                                                                                                                                                                                                                                                  |                                |
| (4) Interest and dividend expense deducted in determining item 2a.                                                                                                                                                                                                                                                                                                                            |                                |
| (5) Net loss from manage ment of or participation in the u nderwriting or distribution of securities.                                                                                                                                                                                                                                                                                         |                                |
| (6) Expenses other than advertising, printing, registration fees and legal fees deducted in determining net<br>profit from management of or participation in underwriting or distribution of securities.                                                                                                                                                                                      |                                |
| (7) Net loss from securities in i nvestment accounts.                                                                                                                                                                                                                                                                                                                                         |                                |
| Total additions                                                                                                                                                                                                                                                                                                                                                                               |                                |
| 2c, Deductions:<br>(1) �evenues from the distribution of shares of a registered open end investment company or unit<br>investment trust, from the sale of variable annuities, from the business of insurance, from investment<br>advisory services rendered to registered investment companies or insurance company separate<br>accounts, and from transactions in security futures products. | 4,81<br>1                      |
| (2) Revenues from commodity transactions.                                                                                                                                                                                                                                                                                                                                                     |                                |
| (3) Commissions, floor brokerage and clearance paid to other SIPC members in connection with<br>securities transactions.                                                                                                                                                                                                                                                                      |                                |
| (4) Reimbursements for postage in connection with proxy solicitation.                                                                                                                                                                                                                                                                                                                         |                                |
| (5) Net gain from securities in i nvestment accounts.                                                                                                                                                                                                                                                                                                                                         |                                |
| (6) 1 00% of commissions and markups earned from transactions in (i) certificates of deposit and<br>(ii) Treasury bills, bankers acceptances or commercial paper that mature nine months or less<br>from issuance date.                                                                                                                                                                       |                                |
| (7) Direct expenses of printing advertising and legal fees incurred in connection with other revenue<br>related to the securities business (revenue defined by Section 1 6(9)(L) of the Act).                                                                                                                                                                                                 |                                |
| (8) Other revenue not related either directly or indirectly to the securities business.<br>(See Instruction C):                                                                                                                                                                                                                                                                               |                                |
| Reg<br>istered Rep Fees                                                                                                                                                                                                                                                                                                                                                                       | 8 1<br>5                       |
| (Deductions in excess of \$ 100,000 require docum entation)                                                                                                                                                                                                                                                                                                                                   |                                |
| (9) (i) Total interest and dividend expense (FOCUS Line 22/PART IIA Line 1 3,<br>Code 4075 plus line 2b(4) above) but not in excess<br>of total i nterest and dividend income,<br>\$ __________ _<br>(ii) 40% of margin interest earned on customers securities                                                                                                                               |                                |
| accounts (40% of FOC US line 5, Code 3960).<br>\$ __________ _                                                                                                                                                                                                                                                                                                                                |                                |
| Enter the greater of line (i) or (ii)                                                                                                                                                                                                                                                                                                                                                         |                                |
| Total deductions                                                                                                                                                                                                                                                                                                                                                                              | 5,626                          |
| 2d, SIPC Net Operating Revenues                                                                                                                                                                                                                                                                                                                                                               | 849,007<br>\$                  |
| 2e. General Assessmen t<br>@ .0015                                                                                                                                                                                                                                                                                                                                                            | 1 ,274<br>\$ ________ _        |
|                                                                                                                                                                                                                                                                                                                                                                                               | (to page 1, line 2.A.)         |


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
