# B&D CAPITAL PARTNERS, LLC X-17A-5 (2024-03-29) — Broker-dealer annual report - Company: B&D CAPITAL PARTNERS, LLC - Form: X-17A-5 - Filed: 2024-03-29 - Period: 2023-12-31 - Accession: 0001857539-24-000003 - CIK: 1857539 - File #: 8-70704 - Type: Broker-dealer - Material weakness: No - Auditor: Jennifer Wray CPA PLLC - Auditor location: Sugar Land, TX - Contact: John Reilly - Phone: 704-900-9951 - Email: john@bdcappartners.com - Website: bdcappartners.com - Signed by: John Reilly (Manager) Original filing: https://www.sec.gov/Archives/edgar/data/1857539/000185753924000003/bdcpfinalaudit2023sec1.pdf --- {0}------------------------------------------------ **UNITED STATES. SECURITIES AND EXCHANGE COMMISSION** Washington, Q.C. **20549** 0MB APPROVAL 0MB Number: 323,5--0123 Expires: Nov. ao, 2.026 Estimated aver.age 'burden # **ANNUAL REPORTS FORM X-17A,.5 PARTIII** hours per response: 12 SEC FILE NUMBER **FACING PAGE lnform.ation Required Pursuant to Rules 17a-S< 17a-12, and 18a-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING **01/01/2023** MM/DD/YY AND ENDfNG **12/31/2023** MM/0D/YY **A. REGISTRANT IDENTlFICATION** NAME oF FIRM: B&D Capital Partners, LLC TYP~ OF REGISTRANT (check all applicable boxes): @ Broker-d·ealer D Security-bas-ed swap dealer D Major security-based swap paJtjcipant D Check here If .respondent is also an OTC.derivatives dealer ADDRESS OF PRINCLPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 211 East Blvd. (N.o. and Street) Charlotte NC 28203 (City) (State) (Zip Co~e) PERSON. TO CONTACT WITH REGARD TO THIS FILING John Reilly 704-900-9951 john@bdcappartners.com :(Name) .tA:rea Cpde -Telf\phone Number) (.Email Adtl.res\_s) **8. ACCOUNTANT IDENTIFICATION** IND:EPENDENT PUBLIC ACCOUNTANT whose reports are contained in ttits filing\* Jennifer Wray CPA PLLC (Name - i:f i'ndivitlual, state last, first, and middle name) 800 Bonaventure Way, Suite 1.68. Sugar Land TX 77479 :(Address) :(Oty) (State:) (Zip C:ode) 11/30/201.6 6328 lrte of Registratlo" with PCAOB)[O ,pplio,bfe] **FOR OFFICIAL USE ONLY IPCAQB** Reg;,tratlo" Numbec, **ff** appfio,ble) I \* Clairns for exemption from the requirement that the annual reports be covered by the reports of an independent publlc accountant must be suppor'.ted by a st,atement of facts and circumstances relfed on as the basis of the exemption. S:ee 17 CFR 240.1\_7a-S(e)rl)(ii), if applicable.. Persons who are to respond to the collection of information contained in this form a.re not required to re.spond u\_nlesi; the form display!i-a currently valid **·oil/le** control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION J. John Reilly swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of B&D Capital Partners as of 12/31 2 023 , 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 proprietary interest in any account classified solely as that of a customer. PUBLIC BURG CO MINING Citi Notary Public # 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 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, - [i] 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 reguirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - [1) 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 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 240.17a-12, as applicable. - [ [y] Report describing any material inadequacies 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: Signature: Title: Manager \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.170-5(e)(3) or 17 CFR 240.180-7(d)(2), as applicable. {2}------------------------------------------------ Form K-17A-5 Filer Information ### SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL AUDITED REPORT One AFPROVAL OMB Namber 3286-5123 2288-9745 Estimated wessge bartien hours cor tesporise 18.00 FONA X-17A-5 # FACING PAGE # X-17A-5: Filer Information | Filer CIK | 0001857539 | | |--------------------------------------------------------------------------------|-------------------------|-------------------------------------------------| | Filer CCC | uxiys*t5 | | | Is this a LIVE or TEST Filing? | C LIVE C TEST | | | Would you like a Return Copy? | 2 | | | Is this an electronic copy of an official
filing submitted in paper format? | L | | | Confirming Broker Dealer Copy File
Number | | | | Confirming Security-Based Swap Entity
Copy File Number | | | | Submission Contact Information | | | | Name | John Reilly | | | Phone | 704-900-9951 | | | E-Mail Address | john@bdcappartners.com | | | Notification Information | | | | Notify via Filing Website only? | 1 | | | Notification E-mail Address | john@bdcappartners.com | | | Notification E-mail Address | geoff@bdcappartners.com | | | X-17A-5: Submission Information | | | | Report for the Period Beginning | 01-01-2023 | | | and Ending | 12-31-2023 | | | Type of Registrant | Broker-dealer | Security-based swap Major security-based swap | OTC derivatives dealer Material Weakness Does this submission include an Yes & No accountant's report covering the compliance report that indentifies one or more material weaknesses? # X-17A-5: A. Registrant Identification | Name of Firm | IB&D CAPITAL PARTNERS, LLC | | | | |------------------------------------------------------------------|-----------------------------------------------------------------------------------------|--|--|--| | Address of Principal Place of Business (Do not use P.O. Box No.) | --------------------------------------------------------------------------------------- | | | | | Address 1 | 211 EAST BLVD. | | | | | City | CHARLOTTE | | | | | State/Country | NORTH CAROLINA | | | | dealer participant {3}------------------------------------------------ | Mailing Zip/ Portal Code | 28203-4719 | | |--------------------------|-------------------------------------------------------------------------|-------| | | Name and Telephone Number of Person to Contact in Regard to this Report | | | Name | John Reilly | !! :: | | Telephone Number | 704900-9951 | | # X-17A-5: B. Accountant Identification #### Independent Public Accountant | Name - if individual, state last, first, and
middle name | Jennifer Wray CPA PLLC | |-------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------| | Address 1 | 800 Bonaventure Way | | Address 2 | Suite 168 | | City | Sugar Land | | State/Country | TEXAS | | Mailing Zip/ Postal Code | 177479 | | Check One | Certified Public Accountant
Certified Public Accountant not resident in United States or any of its possessions | # X-17A-5: Signature #### Oath or Affirmation l, John Relly, swear (or almin that, to he towledge and bleit, the fim of B&D CAPIA, PATNERS, LLC, as of 03-29-2024, is true and correct, if time in energany nor yor yor yo Signature Title | Comments of Children Comments of | 【 EDSE >> ( = ) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = | | | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------| | (1) = (200 = 1) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = (2) = | | The can American Income of the comments of | | ( ============================================================================================================================================================================
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 1 14 16 10 | #### Notary Public Checking this box acknowledges that this & oath or affirmation has been notarized. ![](_page_3_Picture_12.jpeg) {4}------------------------------------------------ # Table of Contents Page | Report of Independent Registered Public Accounting Firm | | |--------------------------------------------------------------------------------------|------| | Statement of Financial Condition | | | Statement of Operations | | | Statement of Members' Equity | 6 | | Statement of Cash Flows | 7 | | Notes to Financial Statements | 8-10 | | Supporting Schedules | | | Supplementary Schedule: | | | Computation of Net Capital Under Rule 15c3-I
ت | 11 | | IL Computation for Determination of Reserve Requirement | 12 | | Ill. Information Relating to the Possess or Control Requirement
under Rule 15c3-3 | 12 | | Exemption Report | | | Report of Independent Registered Public Accounting Firm | | | Exemption Report | | {5}------------------------------------------------ # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To member of B&D Capital Partners LLC, #### Opinion on the Financial Statements We have audited the accompanying statement of the financial condition of B&D Capital Partners LLC as of December 31, 2023, the related statements of operations, changes in member's equity, and cash flows for the year ended December 31, 2023, and the related notes and schecively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material position of B&D Capital Partners LLC as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion These financial statements are the responsibility of B&D Capital Partners LLC's management. Our responsibility is to express an opinion on B&D Capital Partners LLC'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 B&D Capital Partners LC 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. #### Auditor's Report on Supplemental Information The supplementary information contained in Schedules , II & III has been subjected to audit procedures performed in conjunction with the audit of B&D Capital Partners LLC's financial statements. The supplemental information is the responsibility of B&D Capital Partners LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying 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 confornity with 17 C.F.R. §240.17a-5. In our opinion, the Supplementary schedule is fairly stated, in relation to the financial statements as a whole. Jennifer Wray CPA PLLC We have served as B&D Capital Partners LLC's auditor since 2022. Sugar Land, Texas March 29, 2024 {6}------------------------------------------------ ## FINANCIAL STATE:MENTS AND RE.PORT OF INDEPENDENT REGISTERERED PUBLIC ACCOUNTING FIRM Pursuant to Rule 17a-5( d) .of the Securities and Exchange. Co111mis~ion.\_ For the Period from January 1, 2023 through DeceIUber 31, 2023 {7}------------------------------------------------ # TABLE OF CONTENTS | 1
STATEMENTS
2
Statement of Financial Condition
3
Statement of Operations
4
Statement of Changes in Member's Equity
5
Statement of Cash Flows
6-8
Notes to Financial Statements | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FINANCIAL | Page No. | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------|----------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | #### SUPPLEMENTAL SCHEDULES | Schedule I-Computation of Net Capital Pursuant to Uniform Net Capital Rule 15c3-1 | 0 | |----------------------------------------------------------------------------------------------|----| | Schedule II-Computation for Determination of Reserve Requirement | 10 | | Schedule III-Information Relating to the Possess or Control Requirement under Rule 15c3-3 11 | | | | | | EXEMPTION REPORT | 12 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXEMPTION
REPORT | 13 | {8}------------------------------------------------ # STATEMENT OF FINANCIAL CONDITION December 31, 2023 # ASSETS | Cash | S | 486,154 | |---------------------------------------|---|------------| | LIABILITIES AND MEMBER'S EQUITY | | | | Accounts payable and accrued expenses | S | 0 | | Member's equity | | 486.154 | | | | \$ 486.154 | See report of independent registered public accounting firm and notes to financial statements. {9}------------------------------------------------ # **STATEMENT OF OPERATIONS For th\_e Pedod from .January 1, 2023 through December 31, 2023** | Revenues: | \$
1,800,000 | |--------------------------|-----------------| | Total Revenue; | \$
1,800,000 | | Operating_ Expenses: | | | Com.mission Expense: | \$
600,000 | | General & Administrative | 11,10.4 | | Insurance | 1,950 | | Profession619,854 | | Net Profit | \$
1.180,146 | **See r~port of independent r()gistered public. accounting firm and notes to f.w.ancial statements.** {10}------------------------------------------------ # **STATEMENT OF CHANGES** IN **MEMBER'S EQUITY \_For the Period from January 1, 2()23 tbrQtigh -Decembe:r 31, 2021"** | Balance, January l, 2023 | 23,508
\$ . | |-------------------------------|----------------| | | | | .Member Draws | (720,000) | | Net Inc.ome | t,180,146 | | Balance,. De.cember 3 1, 2023 | 486,154
\$ | {11}------------------------------------------------ # **STATEMENT OF CASH FLOWS For the Period from January 1, 2023 through December 31, 2023** | Cash flows fi;orn operating activities: | | | |---------------------------------------------|-----|------------------| | Net Profit | | 1,180,146 | | Net cash provided by op~r.ating activities, | | 1,180,146 | | | | | | Cash flows from ,financing activities: | | | | Partnei: draws | | (720,000) | | Partner inv~strnents | | 2,.500 | | Net c~sh provided by operating activities | \$ | (717,500) | | | | | | Netinerease in cash during the.year | | 462_,646 | | Cash, beginning ofyeat | | 2.3,508 | | Cash, end of year | \$. | 486,154
===== | {12}------------------------------------------------ # **NOTE\$ TO FINANCIAL STATEMENTS December 31, 2023 (See· Report of Independent Reg,istered Public Accounting Firm)** #### Note I **Organization and nature of business** \_B&D Capital Partners, LLC (the "Company") was fonn\_ed in 2021 and is a North C~rolina lim1ted liability company. The Ctrmpany is a whollJ-owned subsidiary of Blystone &. Donaldson, LLC ("Patent''), The Company is a r-egistered broker dealer under tb.e Securities Exchange Act of 1934 and is a member of FINRA("FINRA"} and tlre Securities Investor Protection Corporation ("SIPC',}. The Company does not claim. exemption from *the* provisions ofR:uJe 15c3-3 ofthe SEC, in r~liance on footnote 74 to SEC Release 34- 70073. #### Note2 **Sum·mary of significant accounting polides** # **Basis of presentation** The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). ### **Accounts receivable'** The Company carries-its- accounts receivable at. costs less an ~owance for doubtful accounts. On a periodic basis, the Company evaluates its receivables and establishes an allowance for doubtful accounts based on histQry of past write-offs, collections -and current credit conditions. As. of Dec,ember 3.1, 2023, no allowance for doubtful accounts was necessary.. ### **Revenue recognition** The Company adheres to ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606.''). The revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the eorrsid.eration to ·which the entity expects to be entitled in exchange fot those goods or services. The guidance requires ail entity to follow a five-step model to (a) identify the contract(s) with a eustomer, (b) identify the performance obligations in the contract, (c). determine the tra11sacrion price, ( d) allocate the transaction price to ,the performance obligations in the contract, and (e) recognize revenue when (or as) the. entity satisfies a performance 0bligation. In determining the transaction price, an entity may include variable consideration only to the extent that it i\_s probable that a significant rev~rsal in the amount of cumulative revenue recognized would not occurwhen the uncertainty associated with the variable consideration is resolved. Revenue from contracts with customers includes fees. from investment banking and financi~ advisory s~rvices. The recognition and measurement of revenue is based on the asse.ssment of indivtdual contract terms. {13}------------------------------------------------ # **NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2023 (See Report oflndependent Registered Public Accounting Firm)** #### Note2 **,Summary of significant ,accounting policies (continued)** # **Income taxes** The Company is a limited Ljability company treated as a disregarded entity. Aecordingly, in lieu of Federal and state income laxes, the member is taxed on the.ir proportionate share of the Company's taxable income. Therefore; no provision or liability for Federal or state taxes has been included in these finanGial statements. The Company's sole member's tax return remains subject to examination by the appropriate taxing jurisdiction for tax years ending after December 31, 2019. # **Fair value of financial instruments:** The carrying amounts of financial instruments, including cash, prepaid expenses, deposits.,. and accounts payable and accrued expenses, approximates fair value due to the short term maturities of tl:iese assets and liabilities. ### **Net capital requirements** The Company is subject to- the S\_ecurities and Exchange Commissfon's Unjform Net Capital Rule (Rule t5c:3-l), which re-quires the mai.riknance of a minimum net capital bal\_ance aiid requires that the Company's aggregate indebtednesI; to net capital, as defmed, shall not exceed 15 to 1. At December 31, 2023 the Company's net capital was \$486,154 which was \$4.81 ,154 in excess of *its* required net capital of \$5,000. The Company's• aggregate indebtedness to net capital was 0.00 to 1. N0te3 {14}------------------------------------------------ # NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2023 (See Report of Independent Registered Public Accounting Firm) #### Note 4 Commitments and Contingencies The Company does not have any commitments, guarantees or contingencies including arbitration or other litigation claims that may result in a loss or future obligation. The Company is not aware of any threats or other circumstances that may lead to the assertion of a claim at a future date. #### Note 5 Subsequent events In accordance with FASB Accounting Standards Codification 855, Subsequent Events, the Company has evaluated subsequent events to the Statement of Financial Position date of December 31, 2023 through March 21, 2024, which is the date the financial statements were issued. Management has determined that there are no subsequent events that require disclosure. {15}------------------------------------------------ # COMPUTATION OF NET CAPITAL PURSUANT TO UNIFORM NET CAPITAL RULE 15c3-1 Year Ended December 31, 2023 | Capital | | | |------------------------------------------------------------------|----|---------| | Member's equity | S | 486.154 | | Deductions and charges: | | | | Nonallowable assets: | | | | Net capital | S | 486,154 | | Aggregate indebtedness | | | | Accounts payable and accrued expenses | 65 | | | Computation of basic net capital requirement | | | | Minimum net capital required | S | 0 | | Minimum dollar net capital required | | 5,000 | | Net capital requirement | | 5,000 | | Excess net capital | S | 481,154 | | Net capital less 120% of minimum | | | | dollar net capital required | S | 487,154 | | Percentage of aggregate indebtedness to net capital | | 0% | | There are no material differences between the computations above | | | | and the computations included in the Company's corresponding | | | unaudited Form X-17A-5 PartIIA filing as of December 31, 2022. See report of independent registered public accounting firm. {16}------------------------------------------------ # B&D Capital Partners, LLC Schedule II - Computation for Determining of Reserve Requirements Pursuant to SEA Rule 15c3-3 As of December 31, 2023 A computation of reserve requirements is not applicable to B&D Capital Partners, LLC. # B&D Capital Partners, LLC Schedule III - Information Relating to Possession or Control Requirements Pursuant to SEA Rule 15c3-3 As of December 31, 2023 Information relating to possession or control requirements is not applicable to B&D Capital Partners, LLC. {17}------------------------------------------------ # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of B&D Capital Partners, LLC We have reviewed managements, included in the accompanying Exemption Report, in which B&D Capital 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 17C.F.R. §240.17a-5(d)(1) and (4), B&D Capital Partners, LLC states that (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 (a). Mergers and acquisitions and (b). Broker receivable commission or referral fee from other broker dealers, and the Company (1) did not directly or indirectly receive, hold and or otherwise owe funds or securities for to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4; (2)did not carry accounts of or for customers; and (3) did not cary PAB account (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. B&D Capital Partners, LLC's management is responsible for compliance with the provisions contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 and related SEC Staff Frequently Asked Questions 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 Coronado Investments 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 Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. Jennifer Wray CPA PLLC Sugar Land, Texas. 3/29/2024 {18}------------------------------------------------ # **B&D Capital l1artner,s, LLCs** # **Exelllption Report** **B&D Capital Partners, LLC** (the "Company") is a registered b.roker-deal¢r subject to Rule 17 a~ 5 promulgated by the Securities ·and Exchange: Commission (17 C.F.R. §240. l 1a-5, ''Reports to be made by certain brokers and dealers''). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(l) and (.4). To the best 0fits knowledge and belief, :the Comp\_any s~tes the f.ollowing: - (1) The Com.pii.uy does not clai.rn, an exemption under paragraph (k) of 17 C.F.R, § 240. 15c3-3, and - (2) The Company is filing this Exemption RepQrt relying on Footnote 74 of the SEC Release No, 34, 70073 adopting. amendments to l7 C.F.R. § 24D.17a.-5 because the Company Jim.its Jts. business activities excl~ively to (a). Mergers and acquisitions and (b ). Btoker receivable commis\_sions or referral foe from other broker dealers. and the CQinpany (1) did n.ot direqtly or indirectly receive. hold, or otherwise owe funds or se\_curities fo:i: or to customers., (other than. money or otlwr .consideration rec.eived. and promptly tl.'ansmitled in compliance with paragraph (a) or (b )'(2) 9fRule 15c2-4 an.cl/or funds received and promptly transmitted for effecting transactions via subscriptio.I1S on ~subscription Vl!ay' basis where the funds are payable: to the issuer or its. agent and n(')t to the Company); (2) did not carry accounts of or for customers, and(3) did not cany PAB ac-counts (.as defined \_in Rule 15c3-3) throughout the most r.eeent fiscal year without exception. ### **B&D Capital Part~ers. LLC.** I, John Reilly, swear (or affirm.) that, to tuy best k.nowledge and b.elief, thi\_s Exemption Report is true and correct. **By:~** Title~ **2/19/2024** Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.