# 5D PARTNERS LLC X-17A-5 (2023-04-03) — Broker-dealer annual report

- Company: 5D PARTNERS LLC
- Form: X-17A-5
- Filed: 2023-04-03
- Period: 2022-12-31
- Accession: 0001835449-23-000001
- 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: sam@5d.partners
- Website: 5d.partners
- Signed by: Sam Alaoui (Managing Member)

Original filing: https://www.sec.gov/Archives/edgar/data/1835449/000183544923000001/20225dpartners.pdf

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL OMB Number: 3235-0123 Expires: Oct. 311 2023 Estimated average burden hours per response: 12

## **ANNUAL REPORTS FORM X-17A-5 PART Ill**

| 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

FILING FOR THE PERIOD BEGINNING 01/01 /22 AND ENDING 12/31 /22

MM/DD/YY

MM/DD/VY

A. REGISTRANT IDENTIFICATION

NAME oF FIRM: 50 Partners LLC

TYPE OF REGISTRANT (check all applicable boxes):

Iii Broker-dealer D Security-based swap dealer D Major security-based swap participant D Check here if respondent is also an OlC 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                              |          |                                                            |                 |            |
| Sam Alaoui<br>(Name)                                                      |          | (212) 852 -<br>0295<br>sam@5d.partners                     |                 |            |
|                                                                           |          | (Area Code -Telephone Number)                              | (Email Address} |            |
|                                                                           |          | B. ACCOUNTANT IDENTIFICATION                               |                 |            |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* |          |                                                            |                 |            |
| RUBIO CPA, PC                                                             |          |                                                            |                 |            |
| 3500 Lenox Rd., Suite 1500 Atlanta                                        |          | (Name - if individual, state last, first, and middle name) | GA              | 30326      |
| (Address}                                                                 |          | (City)                                                     | (State)         | (Zip Code) |
| 05105109                                                                  |          |                                                            | 3514            |            |
| rto of<br>Rogistc.,ioo wOh PCAOB)(if •P~i<ablo)                           |          |                                                            |                 |            |

\* 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.

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### OATH OR AFFIRMATION

I, Sam Ataoui swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of SD Partners LLC as of

DeGember 31 2~ is true and correct. I further swear (or affirm) that neither the company nor any

partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. Document Notarized using a Live Audio-Video Connection

Signature:

Title:

![](_page_1_Picture_6.jpeg)

AMEENHA HAFEESAH GUILLORY ELECTRONIC NOTARY PUBLIC COMMONWEAL TH OF VIRGINIA NOTARY 10: 7889093 COMISSION EXP: JUNE 30, 2024

Managing Member

Notary Public

### This filing\* \* contains (check all applicable boxes):

- **ii** (a) Statement of financial condition.
- 0 (b) Notes to consolidated statement of financial condit ion.
- 0 (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).
- 0 (d) Statement of cash flows.
- 0 (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- 0 (f) Statement of changes in liabilities subor dinated to claims of creditors.
- 0 (g) Notes to consolidated financial statements.
- 0 (h) Computation of net capital under 17 CFR 240.15c3-1or17 CFR 2:40.18a-1, as applicable.
- 0 (i) Computation of tangib le net worth under 17 CFR 240.18a-2.
- 0 (j) Computation for determinat ion of customer reserve requirements pursuant to Exhib it A to 17 CFR 240.15c3-3.
- 0 (k) Com putation for determination of security-based swap reserve re quirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable.
- 0 (1) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3.
- 0 (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- 0 (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.
- 0 (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-l, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as ap plicable, if material differences exist, or a statement that no material differences exist.
- 0 (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- **ii** (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- D (r) Compliance report in ,accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- 0 (s) Exem ption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- **ii** (t) Independent public accountant's report based on an examination of the statement of financial condit ion.
- 0 (u) Independent public accountant's report based on an examination of the financial report o r financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.l 7a-12, as applicable.
- 0 (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.
- 0 (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.
- 0 (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le o r 17 CFR 240.17a-12, as applicable.
- 0 (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous aud,it, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k).
- 0 )Othe :~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

\*\*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 applicabJ'e.

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# SD PARTNERS LLC

## FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022 WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING HRM

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**RUBIO CPA, PC** 

CERTIFIED PUBLIC ACCOUNTANTS

3500 Lenox Road NE Suite 1500 Atlanta, GA 30326 Office: 770690-8995 Fax: *no* 838-7123

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

To the Members of 5 D Partners LLC

Opinion on the Financial Statement

We have audited the accompanying statement offinancial condition of 50 Partners LLC (the .. Company") as of December 31. 2022, and the related notes (collectively referred to as the "financial statement"). In our opinion, the aforementioned financial statement presents fairly, in all material respects, the financial position of the Company as of December 31. 2022. in conformity with accounting principles generally accepted in the United States of America.

#### Basis for Opinion

This financial statement is the responsibility of the Company's management. Our responsibi lity is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (''PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAO B. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perfonn, 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 statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company's auditor since 2021.

March 29, 2023 Atlanta. Georgia

~CMPc. Rubio CP fi!. PC

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## SD Partners LLC Statement of Financial Condition As of December 31, 2022

#### Assets

| Cash                          | \$<br>16,704 |
|-------------------------------|--------------|
| Prepaid expenses and deposits | 2,518        |
| Total assets                  | \$<br>19,222 |

### Liabilities and members' equity

Liabilities

|                                       | \$           |
|---------------------------------------|--------------|
| Total liabilities                     |              |
| Members' equity                       | 19,222       |
| Total liabilities and members' equity | \$<br>19,222 |

See notes to financial statements.

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### **SD Partners LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022**

#### Note 1 **Organization and Summary of Significant Accounting Policies**

#### **Organization and Description of Business**

SD 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 from Contracts with Customers**

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 t ime or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on appropriate measure of t he Company's progress under the contract; whether revenue should be presented gross or net of certain cost s; and w hether constraints on variable consideration should be applied due to uncertain future events.

Investment banking revenue for advisory agreements is generally recognized at the point in time that performance under the agreement is completed (the closing date of the transact ion). 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 det ermine 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 f ile a return. The Company has evaluated each of its tax positions and has determined that no provision or liability for income taxes is necessary.

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### **SD Partners LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022**

#### Note 1 **Organization and Summary of Significant Accounting Policies (continued)**

#### **Use of Estimates**

The preparat ion of the financial statements in conformity wit h 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 t hose estimates.

### **cash**

The Company maintains its bank account in a high credit quality financial institution. The balance at times may exceed federally insurred 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, 2022.

#### Note4 **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 a 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, 2022, the Company had net capital of \$16,704, which was \$11,704 in excess of its required net capital of \$5,000 and its ratio of aggregate indebtedness to net capital was 0.00 to 1.00.

#### Note 5 **Subsequent Events**

Subsequent events were evaluated through the date financial statement s were issued.

#### Note 6 **Net Loss**

The Company incurred a loss during the year ended December 31, 2022 and was dependent upon capital contributions from its Members for working capital and net capital. The Company's Members have represented thatthey intend to continue to make 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.