# MARBLE TWO CAPITAL, LLC X-17A-5 (2022-02-10) — Broker-dealer annual report - Company: MARBLE TWO CAPITAL, LLC - Form: X-17A-5 - Filed: 2022-02-10 - Period: 2021-12-31 - Accession: 0001596753-22-000004 - CIK: 1596753 - File #: 8-69416 - Type: Broker-dealer - Material weakness: No - Auditor: AJSH & CO LLP - Auditor location: NEW DELHI, K7 - Contact: Vijay A. Chevli - Phone: 310-445-5505 - Email: vchevli@innovuscapital.com - Website: innovuscapital.com - Signed by: Vijay A. Chevli (Manager) Original filing: https://www.sec.gov/Archives/edgar/data/1596753/000159675322000004/attachment2.pdf --- {0}------------------------------------------------ | | UNITED STATES | | OMB APPROVAL | |-----------------------------------------------------------------------------------------------------------|------------------------------------------------------------|------------|----------------------------------------------------| | | SECURITIES AND EXCHANGE COMMISSION | | OMB Number: 3235-0123 | | | Washington, D.C. 20549 | | Expires: Oct. 31, 2023
Estimated average burden | | | | | hours per response: 12 | | | ANNUAL REPORTS | | SEC FILE NUMBER | | | FORM X-17A-5 | | 8-69416 | | | PART II | | | | | NON-CONFIDENTIAL PUBLIC COPY | | | | | 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 | 01/01/2021 | AND ENDING | 12/31/2021 | | | MM/DD/YY | | MM/DD/YY | | | | | | | | A. REGISTRANT IDENTIFICATION | | | | NAME OF FIRM: MARBLE TWO CAPITAL, LLC | | | | | TYPE OF REGISTRANT (check all applicable boxes): | | | | | Broker-dealer Security-based swap dealer Major security-based swap participant | | | | | Check here if respondent is also an OTC derivatives dealer | | | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 11766 Wilshire Boulevard, Suite 1230 | | | | | (No. and Street) | | | | | | | | | Los Angeles | California | | 90025-6580 | | (City) | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | | Vijay A. Chevli | | | | | (Name) | +1 (310) 453-5706
(Area Code - Telephone Number) | | vchevli@innovuscapital.com
(Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
AJSH & COLLP | | | | | | (Name - if individual, state last, first, and middle name) | | | | C-94/8, Wazirpur Industrial Area, Main Ring Road, New Delhi, | | Delhi | 110 052 | | (Address) | (City) | (State) | (Zip Code) | | 02/10/2009 | | | 3223 | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | FOR OFFICIAL USE ONLY | | | | | | | | CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION I. Vijay A. Chevli aining on the firm of . Marble , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Marble Two Capital, LLC as of December 31, 2021 partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. ![](_page_1_Figure_4.jpeg) | Signature: | | | |------------|--|--| | | | | Title: Manager 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 income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - O (d) Statement of cash flows. - [ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - [ (f) Statement of changes in liabilities subordinated to claims of creditors. - (g) Notes to consolidated financial statements. - (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - [ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - (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 report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - □ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - | (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, as applicable. - □ (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - [ (z) Other: \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable. {2}------------------------------------------------ #### CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT | | A notary public or other officer completing this certificate verifies only the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. | |------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | State of California | | | County of _Los Angeles | | | | on february 22022 before me, Monica Gomez, Notary Public | | Date | Here Insert Name and Title of the Officer | | personally appeared | | | | Name(s) of Signer(s) | who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the sme in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ![](_page_2_Picture_4.jpeg) I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Oa Signature Signature of Nota Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. | Description of Attached Document
Title or Type of Document: Junived Deports For M | | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | Document Date: Date: | Number of Pages: | | Signer(s) Other Than Named Above: | | | Capacity(ies) Claimed by Signer(s)
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Corporate Officer - Title(s):
Partner - [Limited [ General
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Trustee
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Signer Is Representing: | Signer's Name: ________
Corporate Officer - Title(s):
Partner - [ Limited [] General
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Signer Is Representing: | AVESTERS CONSULTION COLLECTION COLLECTION COLLECTION CONSULTERS CONTENTERS CONSULTATION CONSULTATION CONSULTION CONSULTION CONSULTION CONSULTATION CONSULTATION CONSULTATION C ©2015 National Notary Association · www.NationalNotary.org · 1-800-US NOTARY (1-800-876-6827) I Item #5907 {3}------------------------------------------------ ## MARBLE TWO CAPITAL, LLC REPORT PURSUANT TO RULE 17a-5(d) YEAR ENDED DECEMBER 31, 2021 {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### Report of the Independent Registered Public Accounting Firm To the Member of Marble Two Capital, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Marble Two Capital, LLC (the "Company") as of December 31, 2021 and the related statements of income, changes in member's equity and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Marble Two Capital, LLC as of December 31, 2021, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. ### Basis for Opinion These financial statements are the responsibility of the Marble Two Capital, LLC's management. Our responsibility is to express an opinion on the Marble Two Capital 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 the Marble Two Capital, LLC 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 information contained in Schedule I - Computation of Net Capital pursuant to Uniform Net Capital Rule 15c3-1 of Securities and Exchange Commission ("Supplemental Information'') has been subjected to audit procedures performed in conjunction with the audit of Marble Two Capital, LLC's financial statements. The Supplemental Information is the responsibility of the Marble Two Capital, LLC's management. Our audit procedures included determining whether the Supplemental Information reconciles to the financial statements or the underlying accounting 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 conformity with 17 C.F.R § 240.17a-5. In our opinion, the Supplemental Information is fairly stated, in all material respects, in relation to the financial statements as a whole. Ankit Jain AJSH & Co LLP We have served as the Marble Two Capital, LLC's Auditor since 2020. New Delhi, India February 2, 2022 {5}------------------------------------------------ # MARBLE TWO CAPITAL, LLC Statement of Financial Condition December 31, 2021 ### ASSETS | Cash
Other assets | \$
16,675
0 | |------------------------------------------|-------------------| | Total Assets | \$
16,675 | | LIABILITIES AND MEMBER'S EQUITY | | | Accounts payable and accrued liabilities | \$
0 | | Member's equity | 16,675 | | Total Liabilities and Member's Equity | \$
16,675 | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ # Note 1 - Summary of Significant Accounting Policies ## Business Operations Marble Two Capital, LLC (the "Company") operates as a broker-dealer in securities registered with the Securities and Exchange Commission ("SEC") under Rule 15c3-3(k)(2)(i). Pursuant to NASD Rule 1014, the Company's New Member Application was granted by FINRA on June 23, 2015. The Company operates as a Delaware Limited Liability Company. A member of the Company has limited personal liability for obligations or debts of the entity. The Company was organized in April 2012 and is a member of Financial Industry Regulatory Authority ("FINRA"). The Company's customers are located throughout the United States. The Company provides merger and acquisition advisory and investment banking services as well as private placements and does business as Innovus Capital. ### Commission Income Commission income related to the capital raising efforts for private and accredited clients is recognized when earned. One client accounted for 100 percent of total revenues. ### Receivable from Commissions Commissions receivable are generally collected in full in the month following their accrual. As such, management has not recorded an allowance for doubtful accounts on these receivables. Management records an allowance for bad debts based on a collectability review of specific accounts. Any receivables deemed uncollectible are written off against the allowance. ### Income Taxes The Company is not subject to federal income taxes; an individual member of the Company is required to report their distributive share of the Company's realized income, gain, loss, deductions, or credits on their individual income tax returns. The State of California has similar treatment, although there exists a provision for a gross receipts tax. Income tax expense for year ended December 31, 2021 is \$900. The accounting principles generally accepted in the United States of America provide accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State organization tax returns are more likely than not to be sustained upon examination. The Company is subject to examinations by U.S. Federal and State tax authorities, generally for three years after they are filed. # Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. {7}------------------------------------------------ ## Note 2 - ASC 606 Revenue Recognition - 1. Revenue - A. Significant Accounting Policy Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. Marble Two Capital, LLC recognizes revenue when it satisfied a performance obligation by transferring control over a product or service to a customer. Taxes and regulatory fees assessed by a government authority or agency that are both imposed on and concurrent with a specified revenue-producing transaction, that are collected by Marble Two Capital, LLC from a customer, are excluded from revenue. ## B. Nature of Services The following is a description of activities, separated by reportable segments, per FINRA Form "Supplemental Statement of Income (SSOI)"; from which Marble Two Capital, LLC generates its revenue. Reportable segments include: (a) fees earned, which includes fees earned from affiliated entities; investment banking fees; merger and acquisition advisory; account supervision and investment advisory fees; administrative fees; revenue from research services; rebates from exchanges/ECN and ATS; 12b-1 fees; mutual fund fees other than concessions or 12b-1 fees; execution service fees; clearing services; fees earned from customer bank sweep into FDIC insured products or from companies subject to The Investment Company Act of 1940 ("1940 Act") and networking fees from 1940 Act companies; and (b) other revenue. ### Note 3 - Fair Value FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritized the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or liability or, in the absence of a principal market, the most advantageous market for the asset of liability. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820 are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access. Level 2 inputs are inputs (other than quoted prices included within Level 1) that are observable for the asset or liability, either directly or indirectly. {8}------------------------------------------------ Level 3 are unobservable inputs for the asset or liability and rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs should be developed based on the best information available in the circumstances and may include the Company's own data.) There were no levels to measure at December 31, 2021. #### Note 4 - Net Capital Requirements Pursuant to the net capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934, the Company is required to maintain a minimum net capital, as defined under such provisions. Net capital and the related net capital ratio may fluctuate on a daily basis. At December 31, 2021, the Company had net capital of approximately \$16,675 and net capital requirements of \$5,000. The Company's ratio of aggregate indebtedness to net capital was 0.0 percent. The Securities and Exchange Commission permits a ratio of no greater than 15.0 to 1.0. Capital distributions to a member of the Company can be made under a capital distribution policy approved by the Company's managing member. Periodic distributions approved by the Company's managing member are made to enable a member of the Company to pay federal income taxes on profits, among other purposes. #### Note 5 - Possession or Control Requirements The Company does not have any possession or control of customer funds or securities. There were no material inadequacies in the procedures followed in adhering to the exemptive provisions of (SEC) Rule 15c3-3(k)(2)(i) by promptly transmitting all customer funds and securities to the clearing broker who carries the customer accounts. #### Note 6 - Commitments and Contingencies In February 2016 the FASB issued ASU 2016-02 on Leases. Under the new guidance lessees are required to recognize a lease liability and a right-to-use asset for all leases at the commencement date, with the exception of short-term leases. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018 and early adoption is permitted. The Company is not subject to this requirement inasmuch as it has an expense sharing agreement with its Parent. {9}------------------------------------------------ ### Note 7 - Related Party Transactions The Company and an affiliate (the "Affiliate") are under common control and the existence of that control creates operating results and financial position significantly different than if the companies were autonomous. During fiscal year 2021, the Affiliate provided office space and other expenses to the Company under an expense sharing agreement. During 2021, the Company paid \$5,580 to the affiliate under this agreement. At December 31, 2021 the Company had a \$0 payable to the affiliate. ### Expenses | Legal and Professional | \$ 600 | |----------------------------------------------|----------| | Marketing and Entertainment (other expenses) | 1,200 | | Office and Administrative (other expenses) | 1,380 | | Rent Expense (other expenses) | 2,400 | | | \$ 5,580 | #### Note 8 - Subsequent Event Management has reviewed the results of operations for the period of time from its year end December 31, 2021 through February 2, 2022, the date the financial statements were available to be issued, and has determined that no adjustments are necessary to the amounts reported in the accompanying financial statements nor have any subsequent events occurred, the nature of which would require disclosure. {10}------------------------------------------------ Supplemental Information Pursuant to Rule 17a-5 of the Securities Exchange Act of 1934 as of December 31, 2021 {11}------------------------------------------------ ## Schedule II MARBLE TWO CAPITAL, LLC Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3 As of December 31, 2021 A computation of reserve requirement is not applicable to Marble Two Capital, LLC as the Company relies on Footnote 74 of the Securities and Exchange Commission Release No. 34-70073. The Company does not claim an exemption under Rule 15c3-3 under section (k)(2)(i). {12}------------------------------------------------ ## Schedule III MARBLE TWO CAPITAL, LLC Information Relating to Possession or Control Requirements under Rule 15c3-3 As of December 31, 2021 Information relating to possession or control requirements is not applicable to Marble Two Capital, LLC as the Company relies on Footnote 74 of the Securities and Exchange Commission Release No. 34-70073. The Company does not claim an exemption under Rule 15c3-3 under section (k)(2)(i). {13}------------------------------------------------ ![](_page_13_Picture_0.jpeg) ### Report of the Independent Registered Public Accounting Firm To the Member of Marble Two Capital, LLC We have reviewed management's statements, included in the accompanying Marble Two Capital, LLC (the "Company") Exemption Report, in which (1) the Company identified the following provisions of 17 C.F.R. § 15c3- 3 under which the Company does not claim an exemption from 17 C.F.R. §240.15c3-3 (the "exemption provisions") and (2) the Company stated that they met the identified exemption provisions throughout the most recent fiscal year without exception. The Company's management is responsible for compliance with the exemption provisions 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 the Company'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 the provisions set forth in SEC Footnote 74 of SEC Rule 17a-5 under the Securities Exchange Act of 1934. Ankit Jain AJSH & Co LLP New Delhi, India February 2, 2022 {14}------------------------------------------------ # MARBLE TWO CAPITAL, LLC Exemption Report Pursuant to Amendments to Rule 17a-5: Reports to be Made by Certain Brokers & Dealers To the best knowledge and belief of Marble Two Capital, 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 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3; - (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: (i) effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; and (ii) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients, or referring securities transactions to other broker-dealers; and - (3) The Company: (i) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); and (ii) did not carry accounts of or for customers; and (ii) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. The firm has met the identified exemption provision throughout the most recent fiscal year without exception. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Vijay A. Chevli, Chief Executive Officer Marble Two Capital, LLC February 2, 2022 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.