Mcdonald Partners LLC

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to

y
g
g
y
y
y
(
)
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
ARKANSAS
2.
Principal Sanction:
Other
Other Sanctions: 
FINE
3.
Date Initiated (MM/DD/YYYY): 
06/20/2016
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
S-16-0046
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
No Product
Other Product Types: 
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
FAILED TO REGISTER IT'S AGENTS AND BRANCH IN THE STATE
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Settled
11. Resolution Date (MM/DD/YYYY):
10/24/2016
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 15,000.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
FINE OF $15,000.00 ORDER PAID BY THE STATE HAS BEEN COMPLETED.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).

FINE OF $15,000.00 ORDER PAID BY THE STATE HAS BEEN COMPLETED.

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
FINRA
2.
Principal Sanction:
Censure
Other Sanctions: 
MONETARY FINE OF $50,000
3.
Date Initiated (MM/DD/YYYY): 
05/20/2015
 Exact
 Explanation

If not exact, provide explanation:
4.
Docket/Case Number:
20150436496
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Other
Other Product Types: 
PRIVATE PLACEMENT
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
IN SEPT. 2013 AND JULY 2014, MCDONALD ACTED AS A PLACEMENT AGENT IN CONNECTION WITH 2 SEPARATE CONTINGENT OFFERINGS OF
SECURITIES, ISSUED BY COMPANIES AFFILIATED WITH THE FIRM. IN THE FIRST OFFERING, MCDONALD RELEASED INVESTORS' FUNDS FROM ESCROW
AFTER HAVING USED AN INTERIM LOAN TO SATISFY A PORTION OF THE CONTINGENCY AMOUNT. BY ENGAGING IN SUCH CONDUCT, THE FIRM
WILLFULLY VIOLATED SECURITIES EXCHANGE ACT RULE 10B-9 AND FINRA RULE 2010. IN THE 2ND OFFERING, THE FIRM RELEASED INVESTORS' FUNDS
FROM ESCROW PRIOR TO MEETING THE OFFERING'S STATE MINIMUM CONTINGENCY. THIS CONDUCT WAS ALSO A WILLFUL VIOLATION OF SEA RULE
1OB-9 AND FINRA RULE 2010. PRIOR TO THE CONTINGENCY OCCURRING, IN VIOLATION OF SEA RULE 15C2-4 AND FINRA RULE 2010; AND
2)CIRCULATED A COMMUNICATION TO THE PUBLIC THAT MISSTATED THE CONTINGENCY AMOUNT IN THE OFFERING MEMORANDUM IN VIOLATION OF
FINRA RULES 2210 (D)(L)(B) AND 2010. FURTHER, BETWEEN SEPT. 2013 AND FEB. 2015, THE FIRM FAILED TO REPORT CERTAIN MUNICIPAL SECURITIES
TRANSACTIONS TO THE MUNICIPAL SECURITIES RULEMAKING BOARD IN VIOLATION OF MSRB RULE G-14.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)
11. Resolution Date (MM/DD/YYYY):
02/21/2018
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 50,000.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
$50,000 PAID IN FULL 2/21/2018
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
ALL CONDITIONS HAVE BEEN MET.

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)

11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
FINRA
2.
Principal Sanction:
Other
Other Sanctions: 
CENSURE; AND A FINE IN THE AMOUNT OF $22,500 (OF WHICH $12,500 PERTAINS TO A VIOLATION OF MSRB RULE G-14)
3.
Date Initiated (MM/DD/YYYY): 
03/22/2019
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
2017052419301
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Debt - Municipal
Other Product Types: 

7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TO
REPORT CERTAIN MUNICIPAL SECURITIES TRANSACTIONS TO THE MSRB'S REAL-TIME TRANSACTION REPORTING SYSTEM (RTRS). THE FINDINGS STATED
THAT THE FIRM FAILED TO REPORT BOTH THE PURCHASES INTO ITS RISKLESS PRINCIPAL ACCOUNT AND THE SALES TO ITS INVESTMENT ADVISER
CLIENTS OF CERTAIN RISKLESS PRINCIPAL TRANSACTIONS. THE FINDINGS ALSO STATED THAT THE FIRM CONDUCTED A SECURITIES BUSINESS WHILE
FAILING TO MAINTAIN ITS REQUIRED MINIMUM NET CAPITAL BY OVERSTATING THE ALLOWABLE PORTION OF RECEIVABLE COMMISSIONS FROM THE
SALE OF TWO UNREGISTERED OFFERINGS AND FAILING TO RECORD A HAIRCUT DEDUCTION IN A MONEY MARKET MUTUAL FUND. THE FINDINGS ALSO
INCLUDED THAT THE FIRM PREPARED AN INACCURATE GENERAL LEDGER, TRIAL LEDGER, AND NET CAPITAL COMPUTATION.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)
11. Resolution Date (MM/DD/YYYY):
03/22/2019
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 22,500.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
THE FIRM WAS CENSURED AND FINED $22,500. PAID IN FULL ON 3/22/19.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
ALL CONDITIONS HAVE BEEN MET

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
2.
Principal Sanction:
Cease and Desist
Other Sanctions: 
CENSURE; MONETARY/FINE; DISGORGEMENT
3.
Date Initiated (MM/DD/YYYY): 
08/31/2021
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
3-20508
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Other
Other Product Types: 
UNSPECIFIED SECURITIES
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE
AND CEASE-AND-DESIST PROCEEDINGS BE, AND HEREBY ARE, INSTITUTED PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 ("SECURITIES
ACT"), SECTION 15(B)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT"), AND SECTIONS 203(E) AND 203(K) OF THE INVESTMENT
ADVISERS ACT OF 1940 ("ADVISERS ACT") AGAINST MCDONALD PARTNERS, LLC ("RESPONDENT"). THE COMMISSION FINDS THAT THESE PROCEEDINGS
ARISE OUT OF RESPONDENT'S ROLE AS PLACEMENT AGENT FOR PRIVATE SECURITIES OFFERINGS CONDUCTED BY TWO POOLED INVESTMENT
VEHICLES THAT RESPONDENT ADVISED (THE "PIVS"). THOSE PIVS OFFERED AND SOLD SECURITIES TO RAISE BRIDGE FUNDING FOR THE
CONSTRUCTION OF A RESORT IN MONTENEGRO. INVESTOR MONIES RAISED THROUGH THESE OFFERINGS WERE TO BE USED TO PURCHASE DEBT IN A
MONTENEGRIN ENTITY THAT WAS TO CONSTRUCT THE RESORT. BETWEEN SEPTEMBER 2013 AND CONTINUING THROUGH JANUARY 2017, RESPONDENT
OFFERED AND SOLD MORE THAN $14 MILLION IN SECURITIES ISSUED BY THE PIVS TO INVESTORS LOCATED IN THE UNITED STATES, INCLUDING BOTH
ITS BROKERAGE CUSTOMERS AND ITS ADVISORY CLIENTS. IN OCTOBER 2016, RESPONDENT BECAME AWARE OF ALLEGATIONS THAT ITS POINT PERSON
AT THE MONTENEGRIN ENTITY HAD MISAPPROPRIATED $488,331 OF INVESTOR FUNDS BY MISUSING A DEBIT CARD BELONGING TO THAT ENTITY TO PAY
FOR CERTAIN PERSONAL EXPENSES. ACCORDING TO RESPONDENT, AFTER BEING CONFRONTED WITH THE ALLEGATIONS THAT THIS INDIVIDUAL HAD
MISAPPROPRIATED FUNDS FROM THE MONTENEGRIN ENTITY, HE CONCEDED THAT HE WAS NOT ENTITLED TO CERTAIN OF THE FUNDS ALLEGED TO

HAVE BEEN MISAPPROPRIATED. ACCORDINGLY, AFTER NEGOTIATION, THE INDIVIDUAL AGREED TO REPAY APPROXIMATELY $335,000 THAT HE HAD
ALLOCATED TO PERSONAL EXPENSES. RESPONDENT DID NOT DISCLOSE THE MISAPPROPRIATION TO EXISTING INVESTORS IN OCTOBER 2016.
RESPONDENT THEN RAISED APPROXIMATELY $1.5 MILLION IN ADDITIONAL FUNDS FROM EXISTING SECURITY HOLDERS AND NEW INVESTORS,
INCLUDING BROKERAGE CUSTOMERS AND ADVISORY CLIENTS, IN EARLY 2017 WITHOUT DISCLOSING THE MISAPPROPRIATION TO THOSE INVESTORS.
IN ADDITION, FOR THE PERIOD DECEMBER 31, 2014 THROUGH DECEMBER 31, 2018, RESPONDENT FAILED EITHER TO PROVIDE INVESTORS IN THE PIVS
WITH AUDITED FINANCIAL STATEMENTS OR TO RETAIN AN INDEPENDENT PUBLIC ACCOUNTANT TO CONDUCT SURPRISE EXAMINATIONS OF THE BOOKS
OF THOSE ENTITIES. BY THIS CONDUCT, RESPONDENT WILLFULLY VIOLATED SECTIONS 17(A)(2) AND (3) OF THE SECURITIES ACT AND SECTIONS
206(2) AND 206(4) OF THE ADVISERS ACT AND RULES 206(4)-2 AND 206(4)-8 THEREUNDER.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Settled
11. Resolution Date (MM/DD/YYYY):
08/31/2021
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 150,000.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
UNDERTAKINGS; PREJUDGMENT INTEREST ON DISGORGEMENT
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
THE FIRM SHALL CEASE AND DESIST; IS CENSURED; SHALL PAY DISGORGEMENT OF $37.031.25 AND PREJUDGMENT INTEREST OF $7,651.86;
SHALL PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF $150,000; AND SHALL COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE
OFFER.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
ALL CONDITIONS HAVE BEEN MET.

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):

You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
FINRA
2.
Principal Sanction:
Censure
Other Sanctions: 
MONETARY/FINE DISGORGEMENT/RESTITUTION
3.
Date Initiated (MM/DD/YYYY): 
06/22/2022
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
2019060692401
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Other
Other Product Types: 
PRIVATE PLACEMENT OFFERING
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TO
CONDUCT REASONABLE DUE DILIGENCE OF A PRIVATE-PLACEMENT OFFERING. THE FINDINGS STATED THAT THE FIRM AGREED TO CONSIDER
BECOMING THE PLACEMENT AGENT FOR A PRIVATE-PLACEMENT OFFERING IN AN INVESTMENT FUND THAT WAS FORMED FOR THE PRIMARY PURPOSE OF
INVESTING IN A CANNABIS COMPANY, DESPITE SUSPENDING CONSIDERATION OF NEW PRIVATE PLACEMENT OFFERINGS AFTER IDENTIFYING A NEED
FOR IMPROVEMENT IN ITS RELATED SUPERVISORY PROCEDURES. THE ISSUER WAS INITIALLY CAPITALIZED BY SHORT-TERM LOANS FROM TWO OF THE
CANNABIS COMPANY'S CO-FOUNDERS FOR A TOTAL OF $4 MILLION, AND THE PROCEEDS OF THESE LOANS WERE USED TO PURCHASE CONVERTIBLE
DEBT IN THE CANNABIS COMPANY. THE FIRM ONLY REVIEWED THE LIMITED DOCUMENTS AND INFORMATION THAT THE ISSUER PROVIDED AND DID NOT
VERIFY THAT THE ISSUER HAD PURCHASED CONVERTIBLE DEBT FROM THE CANNABIS COMPANY, AND ALSO FAILED TO REVIEW THE LOANS THAT
FINANCED THOSE PURCHASES OR IDENTIFY THE LENDERS. IN ADDITION, ALTHOUGH THE SUCCESS OF THE OFFERING WOULD PRIMARILY BE BASED ON
THE CANNABIS COMPANY'S PERFORMANCE, THE FIRM DID NOT REASONABLY CONSIDER SERIOUS CONCERNS ABOUT THE CANNABIS COMPANY'S
BUSINESS PROSPECTS THAT IT PREVIOUSLY IDENTIFIED. THE FIRM ALSO FAILED TO IDENTIFY AND INVESTIGATE POTENTIAL RED FLAGS ASSOCIATED

WITH THE PRIVATE PLACEMENT MEMORANDUM FOR THE OFFERING. NONETHELESS, THE FIRM APPROVED THE SALE OF THE OFFERING TO FIRM
CUSTOMERS AND ACTED AS THE SOLE PLACEMENT AGENT SELLING INTERESTS IN THE OFFERING. THE FIRM RECOMMENDED THAT CUSTOMERS
PURCHASE A TOTAL OF $4.25 MILLION IN INTERESTS IN THE OFFERING AND THE ISSUER PAID THE FIRM $170,000 IN COMMISSIONS FOR THESE SALES.
THE FINDINGS ALSO STATED THAT THE FIRM WILLFULLY VIOLATED RULE 10B-9 OF THE SECURITIES EXCHANGE ACT OF 1934 BECAUSE THE OFFERING
DID NOT SPECIFY AN END DATE FOR THE CONTINGENCY AND USED NON-BONA FIDE FUNDS TO SATISFY THE CONTINGENCY. THE FIRM PROVIDED EACH
OF THE CUSTOMERS WHO INVESTED IN THE OFFERING WITH A COPY OF THE PRIVATE-PLACEMENT MEMORANDUM, WHICH STATED THAT NO SHARES IN
THE OFFERING WOULD BE ISSUED UNLESS AND UNTIL THE ISSUER RECEIVED A MINIMUM OF $5 MILLION IN AGGREGATE CAPITAL COMMITMENTS. THE
MEMORANDUM DID NOT, HOWEVER, SPECIFY A DATE BY WHICH THAT CONTINGENCY HAD TO BE MET. THE FIRM ALSO TACITLY PERMITTED THE ISSUER
TO USE NON-BONA FIDE FUNDS TO SATISFY THE CONTINGENCY. WHEN THE FIRM HAD SOLD ONLY $4.4 MILLION OF THE OFFERING, ONE OF THE FIRM'S
REGISTERED REPRESENTATIVES INFORMED THE FIRM THAT TWO INDIVIDUALS HAD INVESTED A TOTAL OF $700,000 IN THE OFFERING IN THE FORM OF
CONVERTED DEBT, WHICH PURPORTEDLY SATISFIED THE ISSUER'S CONTINGENCY PROVISION. THE FIRM DID NOT REQUEST OR RECEIVE ANY
INFORMATION ABOUT THESE OTHER INVESTORS, AND THUS DID NOT LEARN THAT THE INVESTMENTS WERE NOT BONA FIDE SALES. THE INVESTORS
WERE AFFILIATES OF THE ISSUER - THE TWO CO-FOUNDERS OF THE CANNABIS COMPANY WHO HAD LOANED $4 MILLION TO THE ISSUER. MOREOVER,
THESE TWO INVESTORS WERE ALLOWED TO CONVERT THEIR DEBT RATHER THAN INVEST NEW FUNDS, AND THE TERMS OF THEIR INVESTMENT IN THE
OFFERING WERE MATERIALLY DIFFERENT FROM (AND MORE FAVORABLE THAN) THE TERMS OFFERED IN THE PRIVATE-PLACEMENT MEMORANDUM TO THE
FIRM'S CUSTOMERS. BECAUSE THE FIRM FAILED TO OBJECT TO THE USE OF NON-BONA FIDE INVESTMENTS, THE ISSUER DISBURSED $4,172,794 IN
INVESTOR FUNDS, INCLUDING $170,000 TO THE FIRM. THE FINDINGS ALSO INCLUDED THAT THE FIRM CONDUCTED A SECURITIES BUSINESS WHILE
FAILING TO MAINTAIN ITS MINIMUM NET CAPITAL REQUIREMENT. THE FIRM WAS BELOW ITS MINIMUM NET CAPITAL REQUIREMENT BY APPROXIMATELY
$180,000 DUE TO THE FIRM IMPROPERLY TREATING A RECEIVABLE FROM ITS OWNER, WHICH THE FIRM CHARACTERIZED AS A CAPITAL INFUSION
INTENDED TO PREVENT THE FIRM FROM GOING UNDER ITS MINIMUM NET-CAPITAL REQUIREMENT, AS ALLOWABLE. BECAUSE THE $225,000
RECEIVABLE WAS MERELY A BOOK ENTRY AND NOT AN ACTUAL CASH DEPOSIT, HOWEVER, IT WAS NON-ALLOWABLE.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)
11. Resolution Date (MM/DD/YYYY):
06/22/2022
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 100,000.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
INTEREST ON RESTITUTION; CERTIFICATION
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
THE FIRM WAS CENSURED, FINED $100,000, ORDERED TO PAY $170,000, PLUS INTEREST, IN PARTIAL RESTITUTION TO CUSTOMERS, AND
REQUIRED TO CERTIFY THAT IT WILL NOT RESUME SALES OF PRIVATE-PLACEMENT OFFERINGS UNLESS AND UNTIL IT HAS IMPLEMENTED
SUPERVISORY SYSTEMS AND WSPS FOR DUE DILIGENCE ON PRIVATE-PLACEMENT OFFERINGS THAT ARE REASONABLY DESIGNED TO ACHIEVE
COMPLIANCE WITH THE EXCHANGE ACT AND FINRA RULES. THE SETTLEMENT INCLUDES A FINDING THAT THE FIRM WILLFULLY VIOLATED RULE
10B-9 OF THE SECURITIES EXCHANGE ACT OF 1934.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
ALL CONDITIONS HAVE BEEN MET.