# 5D PARTNERS LLC X-17A-5 (2022-03-30) — Broker-dealer annual report - Company: 5D PARTNERS LLC - Form: X-17A-5 - Filed: 2022-03-30 - Period: 2021-12-31 - Accession: 0001835449-22-000003 - CIK: 1835449 - File #: 8-70635 - Type: Broker-dealer - Material weakness: No - Auditor: RUBIO CPA, PC - Auditor location: Atlanta, GA - Contact: Sam Alaoui - Phone: 212-852-0295 - Email: bmegenity@bdcaonline.com - Website: bdcaonline.com - Signed by: Sam Alaoui (Managing Member) Original filing: https://www.sec.gov/Archives/edgar/data/1835449/000183544922000003/5DPartners-2021.pdf --- {0}------------------------------------------------ # **UNITED STATES SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** | OMB APPROVAL | | | | | | |--------------------------|--|--|--|--|--| | OMB Number: 3235-0123 | | | | | | | Expires: Oct. 31, 2023 | | | | | | | Estimated average burden | | | | | | | hours per response: 12 | | | | | | # **ANNUAL REPORTS FORM X-17A-5 PART III** | SEC FILE NUMBER | |-----------------| | 8-70635 | **FACING PAGE** | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------|------|-----------------|--------------------------------------------|--|--| | | | 06/28/21
FILING FOR THE PERIOD BEGINNING _____________________ AND ENDING ______________________
MM/DD/YY | | 12/31/21 | | | | | | | | | MM/DD/YY | | | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | 5D Partners LLC
NAME OF FIRM: _______________________________________________________________________ | | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
☐
☐
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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.) | | | | | | | | | 535 Fifth Avenue, 4th Floor
_____________________________________________________________________________________ | | | | | | | | | | | (No. and Street) | | | | | | | New York
_____________________________________________________________________________________ | | NY | | | 10017 | | | | (City) | | (State) | | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | Brian Megenity | | 770-263-6003 | | | bmegenity@bdcaonline.com | | | | (Name) | _____________________________________________________________________________________
(Area Code – Telephone Number) | | | (Email Address) | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
RUBIO CPA, PC
_____________________________________________________________________________________ | | | | | | | | | | (Name – if individual, state last, first, and middle name) | | | | | | | | 2727 Paces Ferry Rd SE, Suite 2-1680
_____________________________________________________________________________________ | | Atlanta | | GA | 30339 | | | | (Address) | | (City) | | (State) | (Zip Code) | | | | 5/5/09
_____________________________________________________________________________________ | | | 3514 | | | | | | (Date of Registration with PCAOB)(if applicable) | | FOR OFFICIAL USE ONLY | | | (PCAOB Registration Number, if applicable) | | | | | | | | | | | | | * 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)(1)(ii), if applicable. | | | | | | | | **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** I, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, as of Sam Alaoui 5D Partners LLC \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2\_\_\_\_\_, is true and correct. I further swear (or affirm) that neither the company nor any 021 December 31 partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. ![](_page_1_Picture_4.jpeg) | Sam Alaoui | |------------| | | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Maanaging Member # Notary Public Document Notarized using a Live Audio-Video Connection #### **This filing\*\* contains (check all applicable boxes):** - ☐ (a) Statement of financial condition. - ☐ (b) Notes to consolidated statement of financial condition. - ☐ (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - ☐ (d) Statement of cash flows. - ☐ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - ☐ (f) Statement of changes in liabilities subordinated to claims of creditors. - ☐ (g) Notes to consolidated financial statements. - ☐ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - ☐ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - ☐ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - ☐ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - ☐ (l) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - ☐ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - ☐ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - ☐ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - ☐ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - ☐ (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - ☐ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - ☐ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - ☐ (t) Independent public accountant's report based on an examination of the statement of financial condition. - ☐ (u) Independent public accountant's report based on an examination of the financial 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. - ☐ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - ☐ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e 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 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* Powered by TCPDF (www.tcpdf.org) {2}------------------------------------------------ # **5D PARTNERS LLC** **FINANCIAL STATEMENTS FOR THE PERIOD FROM JUNE 28, 2021 (REGISTRATION DATE) THROUGH DECEMBER 31,2021 WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** {3}------------------------------------------------ {4}------------------------------------------------ # **5D Partners LLC Statement of Financial Condition As of December 31, 2021** # **Assets** | Cash
Prepaid expenses
Other | \$
11,284
1,351
130 | |---------------------------------------|------------------------------| | Total assets | \$
12,765 | | Liabilities and members' equity | | | Liabilities | | | Accounts payable | \$
1,000 | | Total liabilities | 1,000 | | Members' equity | 11,765 | | Total liabilities and members' equity | \$
12,765 | {5}------------------------------------------------ ## **5D Partners LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021** #### Note 1 **Organization and Summary of Significant Accounting Policies** #### **Organization and Description of Business** 5D Partners LLC (the "Company'') is a Delaware limited liability company formed on March 10, 2020. The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). As a limited liability company, the members' liability is limited to their investment. The Company intends to engage in the private placement of securities and facilitate mergers and acquisitions. #### **Revenue Recognition** The Company has yet to generate any revenue from customers. Revenue from contracts with customers will primarily include private placement and advisory services related to capital raising activities and mergers and acquisition transactions. 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. Investment banking revenue for advisory arrangements is generally recognized at the point in time that performance under the agreement is completed (the closing date of the transaction). In some circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. Retainers and other fees received from customers prior to recognizing the revenue would be reflected as deferred revenue on the accompanying statement of financial condition. #### **Income Taxes** The Company is taxed as a partnership. As such, the members of the limited liability company are taxed on their proportionate share of the Company's taxable income. Therefore, no provision for income taxes has been included in the accompanying financial statements. Under the provisions of FASB Accounting Standards Codification 740-10, Accounting for Uncertainty in Income Taxes, 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 and the decision not to file a return. The Company has evaluated each of its tax positions and has determined that no provision or liability for income taxes is necessary. {6}------------------------------------------------ ## **5D Partners LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021** ### Note 1 **Organization and Summary of Significant Accounting Policies (continued)** #### **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, liabilities, revenues and expenses. Actual results could differ from those estimates. #### **Cash** The Company maintains its bank account in a high credit quality financial institution. The balance at times may exceed federally insured limits. ### Note 2 **Related Party Transaction** The Company operates from office space provided by its Members at no cost to the Company. Financial position and results of operations would differ from the amounts in the accompanying financial statements if this related party transaction did not exist. ### Note 3 **Contingencies** The Company is subject to litigation in the normal course of business. The Company had no litigation in progress as of December 31, 2021. #### Note 4 **Net Capital Requirements** The Company, as a registered broker dealer is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2021, the Company had net capital of \$10,284, which was \$5,284 in excess of its required net capital of \$5,000 and its ratio of aggregate indebtedness to net capital was 0.10 to 1.00. #### Note 5 **Subsequent Events** The Company has performed an evaluation of subsequent events through the date the financial statements were issued. The evaluation did not result in any subsequent events that required disclosures and/or adjustments. #### Note 6 **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 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. #### Note 7 **Net Loss** The Company incurred a loss during the year ended December 31, 2021 and was dependent upon capital contributions from its Members for working capital and net capital. The Company's Members have represented that they intend to continue to make {7}------------------------------------------------ ## **5D Partners LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021** ### Note 7 **Net Loss (continued)** capital contributions, as needed, to ensure the Company's survival through at least one year subsequent to the date of the report of the independent registered public accounting firm. Management expects the Company to continue as a going concern and the accompanying financial statements have been prepared on a going-concern basis without adjustments for realization in the event that the Company ceases to continue as a going concern. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.