Description of Advisory Firm Pandowealth. LLC is a Georgia domiciled limited liability company licensed in 2015. We may operate under the trade name Pandowealth. Our firm is not a subsidiary of nor does it control another financial services industry entity. We began operating as a state-registered investment advisor in October 2015. We began operating as an SEC-registered advisor in 2021 relying on the multi-state advisor exemption. We operate under the fiduciary standard, advising clients in their best interest at all times. Daniel Hannoush, MS, CFP® is Chief Executive Officer and Chief Compliance Officer of the Firm. He is one of two Partners sharing interest in the firm. James (Jim) A. Rasmussen, CPA/PFSSM, CGMA, CKA®, CFP®, is also Principal in the firm as well as the Firm’s Chief Growth Officer. He is the other of two Partners sharing interest in the firm. Additional information about Jim Rasmussen, Daniel Hannoush, and their backgrounds may be found located near the end of this document. As used in this brochure, the words “Pandowealth”, "we", "our firm", “Advisor” and "us" refer to Pandowealth. LLC and the words "you", "your" and "Client" refer to you as either a client or prospective client of our firm. Types of Advisory Services The firm primarily offers the following services: ● Personal + Business CFO Services – Comprehensive Financial Planning, Investment Management, Optional Tax Preparation ● Educational Workshops & Videos ● Retirement Plan Consulting, Management, & Advisory An initial interview is conducted by a representative of our firm to discuss your current situation, goals and the scope of services that may be provided to you. During or prior to this meeting you will be provided with our Form ADV Part 2A: firm brochure that includes a statement involving our privacy policy, as well as a brochure supplement about the representative who will be assisting you. We will also ensure that any material conflicts of interest have been disclosed to you that could be reasonably expected to impair the rendering of unbiased and objective advice. Should you wish to engage Pandowealth for our services, you must first execute our client agreement. Thereafter discussion and analysis will be conducted to determine your financial needs, goals, holdings, etc. Depending on the scope of the engagement, you may be asked to provide copies of the following documents early in the process:
• Wills, codicils and trusts
• Insurance policies
• Mortgage information
• Tax returns
• Student loans
• Divorce decree or separation agreement
• Current financial specifics including W-2s or 1099s
• Information on current retirement plans and benefits provided by your employer
• Statements reflecting current investments in retirement and non-retirement accounts
• Employment or other business agreements you may have in place
• Completed risk profile questionnaires or other forms provided by our firm It is important that we are provided with an adequate level of information and supporting documentation throughout the term of the engagement including but not limited to: source of funds, income levels, and an account holder or attorney-in-fact's authority to act on behalf of the account, among other information that may be necessary for our services. The information and/or financial statements provided to us need to be accurate. Our firm may, but is not obligated to, verify the information that you have provided to us which will then be used in the advisory process. It is essential that you inform our firm of significant issues that may call for an update to their plan. Events such as changes in employment or marital status, an unplanned windfall, etc., can have an impact on your circumstances and plans. Our firm needs to be aware of such events so that adjustments may be made as necessary. Personal + Business CFO Services We offer Personal CFO Services that include Comprehensive Financial Planning, Investment Management, and Tax Preparation (when appropriate). We will design, implement, monitor the Client’s financial plan on an ongoing basis, and provide discretionary Investment Management. Clients are assigned a Personal Financial Advisor to work with them in developing a comprehensive financial planning process that addresses both business and personal planning. The Personal CFO Service also includes the following: ● Elements® financial planning ● Dashboard to track personal and practice finances in one place ● Continuously updated net worth statement and quarterly progress reports ● Authorization for the Firm to coordinate financial planning activities with legal counsel, tax advisors, and other service professionals of the client’s choice through the use of an Information Sharing agreement. The engagement will include a written report or analysis to be provided to the Client. Our goal is to increase long-term financial success by providing accountability and ongoing financial education. Review Process – We collect information regularly throughout the year from the Client that we use to update a personal balance sheet. This balance sheet serves as the basis for regular conversations regarding personal cash flow, financing, large financial transactions, investments, practice health and profitability, personal liquidity, and risk management. As Client circumstances and goals change, our highly organized system of proactive communication helps to ensure we remain well informed of these changes. Clients can call, email, or schedule meetings at their discretion. Comprehensive Financial Planning Financial planning services may be as comprehensive or narrowly focused as you desire. The incorporation of most or all of the listed components allows not only a thorough analysis but also a refined focus of your plans so that the firm is able to assist you in reaching your goals and objectives. NOTE: Comprehensive v. Narrowly Focused Financial Planning A comprehensive plan is an endeavor that requires detail. Certain variables can affect the development of the plan, such as the quality of your own records, complexity and number of current investments, diversity of insurance products and employee benefits you currently hold, size of the potential estate, and special needs of the client or their dependents, among others. At your request we may concentrate on reviewing only a specific area (narrowly focused planning - The intention of narrowly focused planning means the client can choose to limit our engagement to one, two, or any combination they feel is worth engaging us in instead of being forced to do all areas of financial planning) such as an employer retirement plan allocation, funding an education or estate planning issues, or evaluating the sufficiency of your current retirement plan. Note that when these services focus only on certain areas of your interest or need, your overall situation or needs may not be fully addressed due to limitations you may have established. Whether we have created a comprehensive or narrowly focused plan, we will present you with a summary of our recommendations, guide you in the implementation of some or all of them per your decision, as well as offer you periodic reviews thereafter. In all instances involving our financial planning engagements, our clients retain full discretion over all implementation decisions and always have the right to accept or reject any recommendations we make. Personal Financial Site On-going clients are given access to their own secure, personal financial management website. This service provides data aggregation tools for your various financial accounts, allows you to create and reconcile your monthly budget, set reminders for important action items and dates, as well as online storage space to keep digital records of your important documents. This financial site is the tool used to analyze your financial state as well as monitor progress towards your stated financial goals. Various life scenarios can be modeled showing how they impact your lifetime cash flow and probability of successfully reaching your goals. You are able to grant limited access to your other professional advisors such as your accountant, attorney, etc. as well as screen-share between you and our advisory staff. Investment Management You

may engage our firm to implement investment strategies that we have recommended to you. We typically prepare guidelines reflecting your objectives, time horizon, tolerance for risk, as well as addressing any reasonable account constraints you may have for the portfolio. These guidelines will be designed to be specific enough to provide future guidance while allowing flexibility to work with changing market conditions. Since this effort is the product of information and data you have provided, you may be asked to review it and provide your final approval. We will then develop a customized portfolio for you based on your unique situation and investment goals. We frequently recommend one or more institutional investment managers (model managers) to serve as a third-party portfolio manager maintained at our custodian. Holdings typically include low-cost, tax-efficient, exchange-traded funds (ETFs), and we ask that you refer to Item 8 to further review our strategy, investment recommendations and their associated risks. All third-party portfolio managers will have discretionary authority to maintain and trade client’s portfolio. Note that we manage portfolios on a discretionary basis. As such, clients cannot impose restrictions on investing in certain securities or types of securities when held at specific institutions. Pandowealth may recommend MTG, LLC dba Betterment Securities (“Betterment Securities”), a registered broker- dealer and member of the SIPC, as the qualified custodian for portfolio management, when it is in the best interest of the client. Services are provided to our firm through their platform, Betterment for Advisors. You can review Betterment LLC’s ADV Part 2 by searching http://www.adviserinfo.sec.gov and entering CRD#: 149117. Services are provided to our firm through their platform, Betterment for Advisors. Betterment for Advisors provides access to a globally diversified, low-cost portfolio of ETFs, execution of securities transactions, and custody of client assets through Betterment Securities (See item 12 for additional details). In addition, a series of model portfolios created by third-party providers are also available on the platform. Tax Return Preparation We provide tax preparation services for our clients to assist with the filing of federal and state tax returns for individuals and businesses. We may ask for an explanation or clarification of some items, but we will not audit or otherwise verify client data. The client is responsible for the completeness and accuracy of information used to prepare the returns. Our responsibility is to prepare the returns in accordance with applicable tax laws. We may observe opportunities for tax savings that require planning or changes in the way the client handles some transactions. While an engagement for tax return preparation does not include significant tax planning services, we will share any ideas we have with you and discuss terms for any additional work that may be required to implement those ideas. Clients engaging us for Tax Preparation services will sign a 12-month agreement. Educational Workshops & Videos Pandowealth may provide periodic educational seminar sessions and online videos (webinars) for those desiring information on personal finance and investing. Topics Available: Budgeting & Cash Flow, Employee Benefits, College Funding, Estate Planning, Debt Management, Giving and Leaving a Legacy, Insurance and Risk Management, Retirement Planning, Tax Strategies, Real Estate Analysis, Saving, General Financial Planning. Small business owners and their employees are the desired clients to be reached with these workshops. Our workshops and videos are educational in nature and do not involve the sale of insurance or investment products. Most of these seminars are attractive to the small business owner and/or franchisee. Retirement Plan Consulting, Management & Advisory In a fiduciary capacity to plan sponsors as well as plan participants, Pandowealth will provide a variety of services to clients that adhere to the guidelines established by ERISA. Note – we tailor our advisory services to the individual needs and goals of our clients. We provide the following services both in- house as well as partnering with third-party entities: ● Model Portfolio Design – what models to help simply the decision process for participants. ● Plan Design Consultation – which plan (Basic Safe Harbor, QACA Safe Harbor, or QACA 3% Nonelective Contribution plan) meets the needs ● Investment Management – monitor and give advice on what to invest in ● Reporting – statements to show contributions and performance of investments ● Establishing Plan Goals – Confirm purpose of the plan to make sure designed correctly ● Understanding Tax Implications – review federal and state tax implications from implementing the plan ● Vendor Analysis and Research – Review vendors to confirm meeting agreed upon obligations for services paid for. If needed, move plan to another vendor. ● Behavior/Outcome Based Metrics – participation engagement and deferral percentages. Review if meets the purpose of the plan ● Named Fiduciary, 3(21) or 3(38) – delegation of the Administrative and Investment Fiduciary responsibilities for the plan sponsor. ● Employee Engagement/Education – website with videos that explain the retirement plan and how to best leverage it ● Financial Literacy Education – webinars for participants to learn and ask questions. ● Investment Policy Creation/Monitoring/Updating – getting knowledge and understanding of goals and how investments can meet them and formalizing the process ● Committee Oversight and Education – continued updating of videos/webinars that reinforce the purpose of the plan. Make modifications as needed. ● RFP Engagements – free quotes are given to clients seeking to implement a 401K. Billed only when decide to implement GENERAL INFORMATION Our firm does not sponsor or serve as a portfolio manager in an investment program involving wrapped (bundled) fees. Pandowealth does not provide legal, accounting or insurance related services. With your consent, we may work with your other professional advisors, such as your estate-planning attorney, to assist with the coordination and implementation of accepted strategies. You should be aware that these other professionals will charge you for their services and these fees are separate from our advisory fee. Our firm will use its best judgment and good faith effort in rendering its services. We cannot warrant or guarantee the achievement of a planning goal or any particular level of account performance or that your account will be profitable overtime. Past performance is not necessarily indicative of future results. Except as may otherwise be provided by law, our firm will not be liable to the client, heirs, or assignees for any loss an account may suffer by reason of an investment decision made or other action taken or omitted in good faith by our firm with that degree of care, skill, prudence and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use; any loss arising from our adherence to your direction or that of your legal agent; any act or failure to act by a service provider maintaining an account. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing contained in this document or our client engagement agreement shall constitute a waiver of any rights that a client may have under federal and state securities laws. Client Tailored Services and Client Imposed Restrictions We offer the same suite of services to all of our clients. However, specific client financial plans and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current situation (income, tax levels, and risk tolerance levels) and is used to construct a client specific plan to aid in the selection of a portfolio that matches restrictions, needs, and targets. Wrap Fee Programs We do not participate in wrap fee programs. Assets Under Management As of December 31, 2023, Pandowealth has $90,893,010 in discretionary and $208,404,658 in non- discretionary assets under management.