# D12 CAPITAL MARKETS INC. X-17A-5 (2021-03-29) — Broker-dealer annual report - Company: D12 CAPITAL MARKETS INC. - Form: X-17A-5 - Filed: 2021-03-29 - Period: 2020-12-31 - Accession: 0001631661-21-000001 - CIK: 1631661 - File #: 8-69581 - Material weakness: No - Auditor: Lerner & Spkin CPAs LLP - Auditor location: New York, NY - Contact: Robert J Mitchell - Phone: 5167471957 - Email: jlcrner@lernerslpkin.com - Website: lcrncrslpkln.com - Signed by: RobertCarbonaro (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1631661/000163166121000001/d12capmkt2020confidfinstmt1.pdf --- {0}------------------------------------------------ ## **D 12 CAPITAL MARKETS INC. (FORMERLY KNOWN AS GRAVITAS CAPITAL INTERNATIONAL, INC.)** Financial Statements and Supplemental Schedules December 31, 2020 (With Independent Auditors' Report Thereon Required by Rule 17a-5) These financial statements and schedules should be deemed confidential pursuant to Subparagraph (e)(3) of Rule 17a-5 of the Securities and Exchange {1}------------------------------------------------ UNITEDSTATES SEC'liRITIESANOEXCHANGECOMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-01 23 Expires: August 31, 2020 Estimated average burden hours per response .. .... 12.00 # **ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill** | | SEC FILE NUMBER | |---------|-----------------| | 8-69851 | | ### FACING PAGE ## Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | REPORT FOR THE PERIOD
NN ING -'"'-,_,_><-u_ | >!_!, | ~---- | /2020
ND ENDING 12/31 | | |---------------------------------------------------------------------------------------------------------------------------------------|-------------------------------|--------------------------------------------------------|------------------------------------|-------------------| | | MM/DD/YY | | MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | '.t | | 012 Capital Markets Inc.
NAME OF BROKER-DEALER: | | | F~ CIAL USE ONLY | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | ,
•,,1"'1' -/tf Itt I I I | .FiRM,ItD'. NO. | | 5 Revere PI | | | | | | | (No. and Street) | | | | | Etobicoke | Ontario | Canada | M8Z 2Z1 | | | (City) | (State) | | (Zip Code) | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
Robert Carbonaro | | | 4 16 301 0960 | | | | | | (Area Code- | Telephone Number) | | | B. ACCOUNT ANT IDENTIFICATION | | | | | INDEPE DENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | | Lerner & Sipkin CPAs, LLP | | | | | | | | (N ame - if individual. state last,first. middle name) | | | | 420 Lexington Ave. Ste. 16
20 | New York | | NY | 70
101 | | (Addres ) | (City) | | (State) | (Zip Code) | | CHECK ONE: | | | | | | I vi
Certified Public Accountant
DPublic Accountant
D
Accountant not resident in United States or any of its possessions. | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | | | | | | | | | *\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240.17a-5(e)(2)* > Potential persons who are to respond to th~ collection of information contained in this form are not requ1red to respond unless the form displays a currently valid OMB control number. {2}------------------------------------------------ ### **OATH OR AFFIRMATION** | 1
Robert Carbonaro
·------------------
--------------------------- | | , swear (or nffirrn) that, to the bc5t of | | |-----------------------------------------------------------------------------|-----------------------------------------------------|-------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------| | | 012 CaQital Markets Inc | | my knowledge and belief the accompanying financial statement and supporting schedu les pertaining to the firm of
. as | | of | December 31
------------------------------------ | , 20 20 | , are true and correct. I further swear (or affi rm) thnt | | | | | neither the company nor any partner, proprietor, principal officer or director has any proprietary in terest in any nccount | classified solely as that of a customer, except as follows: ![](_page_2_Picture_3.jpeg) Notary Public This report \*\* contains (check al l applicable boxes): - @ (a) Facing Page. - **[8]** (b) Statement of Financial Condition. - ~ (c) Statement of Income (Loss) or, if there is other comprehensi ve income in the period(s) presented, a Statement of Comprehensive Income (as defined in §2 1 0.1 -02 of Regulation S-X). - ~ (d) Statement of Changes in Financial Condition. - ~ (e) Statement of Changes in Stockho lders' Equity or Partners' or Sole Proprietors' Capital. - **o** (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors. - - ~ (g) Computation of Net Capital. (h) Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3. - (i) Information Relating to the Possession or Control Requirements Under Rule 15c3-3. - ~ U) A Reconciliation, including appropriate explanation of the Computation ofNet Capital Under Rule 15c3-l and the Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3. - **0** (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of consolidation. - [] (I) An Oath or Affirmation. - **D** (m) A copy of the SIPC Supplemental Report. - **D** (n) A report describing any material inadequacies found to exist or found to have ex isted since the date of the previous audit. *\*\*For conditions of confidential treatment of certain portions of this filing, see section 240. 17 a-5(e)(3).* {3}------------------------------------------------ ## **TABLE OF CONTENTS** | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 | |-----------------------------------------------------------------------------------------------------------|--------------| | STATEMENT OF FINANCIAL CONDITION | 2 | | STATEMENT OF OPERATIONS | 3 | | STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY | 4 | | STATEMENT OF CASH FLOWS | 5 | | NOTES TO FINANCIAL STATEMENTS | 6
-
10 | | SUPPLEMENTARY INFORMATION PURSUANT TO RULE 17a-5 OF
THE SECURITIES EXCHANGE ACT OF 1934: | | | SCHEDULE I -
COMPUTATION OF NET CAPITAL UNDER RULE
15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION | 12 | | SCHEDULE II –
EXEMPTION REPORT | 13 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REGARDING EXEMPTION REPORT | 14 | {4}------------------------------------------------ - -=t0- -· LERNER & SIPKIN CERTIFIED PUBLIC ACCOUNTANTS LLP ~(1 420 Lexington Ave .• Ste. 2160. NY. NY 10170 Tel212.571.0064/ Fax 212.571.0074 Jay Lerner. C.P.A. tlcrner@lerllCrslpkin.com Joseph G. Sipkin. C.P.A. jslpkln@lcrnerslpkln.com #### Report oflndependent Registered Public Accounting Firm To the Stockholders of D12 Capital Markets Inc. f/k/a Gravitas Capital International Inc. 5 Revere Place Toronto, Ontario M8Z 2Z1 Canada #### Opinion on the Financial Statements We have audited the accompanying statement of fmancial condition of Dl2 Capital Markets Inc. f/k/a Gravitas Capital International Inc. (the "Company") as of December 31, 2020, the related statements of operations, changes in stocKholders' equity, and cash flows for year then ended and the telated notes and schedules (collectively referred to as the "fmancial statements"). In our opinion, the financial statements present fairly, in all material respects, the fmancial position of the Company as of December 31, 2020, 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 fmancia.l statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the 'Company's financial St!!tements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB ') ru1d are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the 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 Tegarding the amounts and disclosures in the fmancial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of d1e financial statements. We believe that our audit provides a reasonable basis for our opinion. #### Auditor's Report on Supplemental Information The information contained in the "Computation of Net Capital" schedule has been subjected to audit procedures performed in conjunction with the audit of the Dl2 Capital Markets Inc. f/k/a Gravitas Capital International Inc.'s fmancial statements. The supplemental infortnation is the responsibility of the Company's management. Our audit procedures included determining whetl1er 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 ofthe information presented in the supplemental information. In forming our opinion on the supplemental information we evaluated whether the supplemental information, including its fom1 and content, is presented i:n conformity with 17 C.F. R. §240.17a-5. rn our opinion, the "Computation of Net Capital" schedule is fairly stated, in all material respects, in relatjon to tbe financial statements as a whole. L , ~£.0i· cp;k *LLt1* Lerner & Sipkin CPAs, LLP Certified Public Accountants (NY) We have served as the Company's auditor since 2015. New York, NY March 24, 2021 {5}------------------------------------------------ ## **D 12 CAPITAL MARKETS INC. (FORMERLY KNOWN AS GRAVITAS CAPITAL INTERNATIONAL, INC.) STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2020** ## **ASSETS** | Cash | \$
20,067 | |-------------------------------------------------------------------------------------------|--------------| | TOTAL ASSETS | \$
20,067 | | LIABILITIES AND STOCKHOLDERS'
EQUITY | | | Liabilities | | | Accounts payable and accrued expenses | \$
9,462 | | Total Liabilities | 9,462 | | Equity | | | Capital Stock, without par value, 200 authorized,
1 share
issued
and outstanding | 1,250 | | Additional paid in capital | 600,401 | | Accumulated deficit | (591,046) | | Total Equity | 10,605 | | TOTAL LIABILITIES AND EQUITY | \$
20,067 | The accompanying notes are an integral part of these audited financial statements. {6}------------------------------------------------ ## **D 12 CAPITAL MARKETS INC. (FORMERLY KNOWN AS GRAVITAS CAPITAL INTERNATIONAL, INC.) STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2020** | Revenues | | |-------------------------|---------| | Investment banking fees | \$
0 | | Total revenues | 0 | **Expenses** | Occupancy | 1,158 | |----------------|--------| | Other | 3,756 | | Total expenses | 49,690 | The accompanying notes are an integral part of these audited financial statements. {7}------------------------------------------------ ## **D 12 CAPITAL MARKETS INC. (FORMERLY KNOWN AS GRAVITAS CAPITAL INTERNATIONAL, INC.) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2020** | | Shares | Common
Stock | Additional
Paid-in
Capital | Accumulated
Deficit | Totals | |-------------------------------------|--------|-----------------|----------------------------------|------------------------|--------------| | Balances
-
January 1,
2020 | 1 | \$
1,250 | \$
555,259 | \$
(541,355) | \$
15,154 | | Capital Contribution | - | - | 45,141 | - | 45,141 | | Net (loss) | - | - | - | (49,690) | (49,690) | | Balances -
December 31,
2020 | 1 | \$
1,250 | \$
600,400 | \$
(591,045) | \$
10,605 | The accompanying notes are an integral part of these audited financial statements. {8}------------------------------------------------ ## **D 12 CAPITAL MARKETS INC. (FORMERLY KNOWN AS GRAVITAS CAPITAL INTERNATIONAL, INC.) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2020** ## **CASH FLOWS FROM OPERATING ACTIVITIES** | Net (loss)
Adjustments to reconcile net loss to cash
from
operating activities: | \$
(49,690) | |----------------------------------------------------------------------------------------------------------|---------------------| | Changes in operating assets and liabilities: | | | Decrease
in accrued expenses | (7,020) | | NET CASH (USED
IN)
OPERATING ACTIVITIES | (56,710) | | Capital contributions | 45,142 | | NET CASH PROVIDED BY FINANCING ACTIVITIES | 45,142 | | NET DECREASE
IN CASH | (11,568) | | CASH AT BEGINNING OF YEAR | 31,635 | | CASH AT YEAR END | \$
20,067 | | Supplemental Disclosure of Cash Flow Information
Cash paid for interest
Cash paid for income taxes | \$
-
\$
25 | {9}------------------------------------------------ ## NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS The Company is a member of the Financial Industry Regulatory Authority ("FINRA") and conducts a securities business generally limited to private placements of securities. The company was originally incorporated on March 15, 2013 in New York State as a subsidiary of 2242257 Ontario Inc. which was the sole stockholder of the company under the name of PS Securities (USA) Inc. The company commenced operations after receiving FINRA approval on August 6, 2015. The Company changed its name from P.S. Securities (USA) Inc. to Gravitas Capital International, Inc. in May of 2018. The company was sold to its current owners and subsequently changed its name from Gravitas Capital International, Inc. to D 12 Capital Markets Inc. in May of 2020. ## NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ## Cash and Cash Equivalents All short-term investments with an original maturity of three months or less are considered to be cash equivalents. ## Revenue Recognition Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"). The new revenue recognition guidance requires that an entity recognize revenue due to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods orservices. The guidance requires an entity to follow a five step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction 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 obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The Company applied the modified retrospective method of adoption which resulted in no adjustment to retained earnings as ofJanuary 1, 2018. The new revenue recognition guidance does not apply to revenue associated with financial instruments, interest income and expense, leasing and insurance contracts. {10}------------------------------------------------ ## NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) ## Advisory The Company provides advisory services on mergers and acquisitions. Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled. However, for certain contracts, revenue is recognized over time for advisory arrangements in which the performance obligations are simultaneously provided by the Company and consumed by the customer. In some circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract retainers and other fees received from customers prior to recognizing revenue are reflected as contract liabilities. ## Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the Company's 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. ## Concentration of Credit Risk The Company is engaged in various investment and brokerage activities in which counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company's policy to review, as necessary, the credit standing of each counterparty. ## Income Taxes The Company accounts for income taxes in accordance with the US Generally Accepted Accounting Principles which requires the asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects {11}------------------------------------------------ ## NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits. ## Related Party Transactions The stockholders, pay office and administrative expenses including accounting, rent, telephone and secretarial fees as capital contributions to the Company. The Company is dependent upon the stockholders for continued financial support. See Note 5 ## NOTE 3 – NET CAPITAL REQUIREMENTS As a registered broker-dealer and member of FINRA, the Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule 15c3-1. This rule requires that the ratio of aggregate indebtedness to net capital may not exceed 15 to 1, and equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At December 31, 2020, the Company's net capital was \$10,605 which was \$5,605 in excess of its required net capital of \$5,000. The Company's debt-equity ratio was .8922 to 1. ## NOTE 4 – GOING CONCERN The accompanying statements have been prepared assuming the Company will continue as a going concern. The Company had minimal revenues in 2020 and a loss from operations. This raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, the parent company has pledged any required additional support to the Company to enable it to continue as a going concern and maintain required regulatory minimum net capital. {12}------------------------------------------------ ## NOTE 5 – RELATED PARTY TRANSACTIONS The Company had an expense sharing agreement with its former stockholder. The stockholder provided administrative and other services to the company. During its period of ownership ending April 30, 2020, the former stockholder allocated to the Company \$250 per month for office space and administrative support.After that date, as indicated in Note 2, the current owners provide one hundred percent of all expenses to support the company. The previous owners contributed Capital of \$5,000 and paid expenses of \$16,009 all of which was for professional services. The current owners since May of 2020, have contributed capital of \$10,113 and paid expenses of \$19,019. These expenses included professional services of \$14,919, regulatory expenses of \$2,908 and communications services of \$1,191. ## NOTE 6 – INCOME TAXES For income tax purposes, the company operates as a "C" corporation. ASC 740-10 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. At December 31, 2020, the Company has available a net operating loss carryforward of approximately \$590,000 which will expire in the year 2039. A valuation allowance of \$147,500 was established to offset the deferred tax asset arising from this carryforward. Therefore, no deferred tax assets have been recorded on the accompanying statement of financial condition. ### NOTE 7 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 24, 2021, the date that these financial statements were issued. The Company believes that there are no subsequent events requiring further disclosure. ### NOTE 8- SIPC RECONCILIATION REQUIREMENT SEA Rule 17a-5(e)(4) requires a registered broker-dealer to file a supplemental report which includes procedures related to broker-dealers SIPC annual general assessment reconciliation or exclusion from membership forms. In circumstances where the brokerdealer reports \$500,000 or less in gross revenue they are not required to file supplemental SIPC report. The Company is exempt from filing the supplemental report under SEA Rule 17a-5(e)(4) because it is reporting less than \$500,000 in gross revenue. {13}------------------------------------------------ ## NOTE 10 – ALLOWANCE FOR CREDIT LOSSES The Allowance for Credit Losses Effective January 1, 2020, The Company adopted ASC Topic 326, financial Instruments – Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. Under the accounting update, the Company could determine there are no expected credit losses in certain circumstances (e.g., based on the credit quality of the client). The Company identified fees and other receivables (including, but not limited to, receivables related to securities transactions, and advisory fees) as impacted by the new guidance. ASC 326 specifies that the Company adopt the new guidance prospectively by means of a cumulative-effect adjustment to the opening member's equity as of the December 31, 2019. Accordingly, the Company recognized no adjustment upon adoption. The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, including fees and other receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of collectability in determining the allowance for credit losses. The Company's expectation is that the credit risk associated with the fees and other receivables is not significant accordingly, the Company has not provided an allowance for credit losses at December 31, 2020. ## NOTE 11 – EFFECTS OF CORONAVIRUS A coronavirus (COVID-19) was first reported in China. In January 2020, the World Health Organization declared it a Public Health Emergency of International Concern. This contagious disease outbreak, which has continued to spread to additional countries, and any related adverse public health developments, could adversely affect the Company's customers, service providers and suppliers as a result of quarantines, facility closures, and travel and logistics restrictions in connection with the outbreak. More broadly, the outbreak could affect workforces, economies and financial markets globally, potentially leading to an economic downturn. The ultimate impact of COVID-19 is uncertain. Management continues to monitor the outbreak, however, as of the date of these financial statements the potential impact of such on the Company's business and operations cannot be reasonably estimated. As a foreign entity, the company will not benefit from any provisions of the CARES Act Enacted by the US congress. {14}------------------------------------------------ ## SUPPLEMENTARY INFORMATION PURSUANT TO RULE 17a-5 ### OF THE SECURITIES EXCHANGE ACT OF 1934 {15}------------------------------------------------ ## **SCHEDULE I** ## **COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION** ### **DECEMBER 31, 2020** | NET CAPITAL: | | | |-------------------------------------------------------------------|-----------------|---------| | Stockholders'
equity | \$ | 10,605 | | Less non allowable assets: | | 0 | | NET CAPITAL | \$ | 10,605 | | AGGREGATE INDEBTEDNESS | \$ | 9,462 | | MINIMUM NET CAPITAL REQUIRED (6.67% of aggregate
indebtedness) | \$ | 631 | | MINIMUM NET CAPITAL DOLLAR REQUIREMENT | \$ | 5,000 | | MINIMUM NET CAPITAL REQUIRED
(larger of two
above) | \$ | 5,000 | | EXCESS NET CAPITAL (\$10,605-
\$5,000) | \$ | 5,605 | | PERCENTAGE OF AGGREGATE INDEBTEDNESS TO
NET CAPITAL | 9,462
10,605 | =89.22% | ## Statement Pursuant to Paragraph (d) (4) of Rule 17a-5 There are no material differences between this computation of net capital and the corresponding computation prepared by the Company and included in its unaudited Part IIA FOCUS Report as of December 31., 2020. {16}------------------------------------------------ ### D12 CAPITAL MARKETS INC. ### EXEMPTION REPORT #### FOR THE YEAR ENDED DECEMBER 31, 2020 D12 CAPITAL MMARKETS INC., (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 dealer"). This Exemption Report was prepared as required by 17 C.F.R. §240. 17a-S(d)(1) a11d (4). To the best of its knowledge and belief, the Company states the following: - (1) Tlrle Company is not subject to 17 C.F.R. §240.15c3-3 due to the limited nature of its business. - ·(2) The Company did not handle any customer cash or securities during the year ended December 31, 2020 and does not have any customer accounts. I,J!oue:J ~q;:;O' , swear (or affirm) that, to my best knowledge and belief, this exemptionr7/ilL Signature: \_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_ \_\_\_\_\_\_\_ \_ Title #### CONFIDENTIAL TREATMENT REQUESTED {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) 420 Lexington 1\v(: .. St(:. 21 GO. NY. NY I 0170 Tel 212.571.0064/ Fax 212.571.0074 jlcrncr@lcrncrslpkin.com !slpkln®lcrnerslpkln.com Jay Lerner. C.P.A. Joseph G. Sipkin. C.PA To the Stockholders of D 12 Capital Markets Inc. f/k/a Gravitas Capital International Inc. 5 Revere Place Toronto, Ontario MSZ 2Zl Canada ### Report oflndependent Registered Public Accounting Firm Gentlemen: We have reviewed management's statements, included in the accompanying Rule 15c3-3 exemption report, in which (1) D 12 Capital Markets Inc. f/k/a Gravitas Capital International Inc. (the "Company") may file an exemption report because it had no obligations under 17 C.F.R. §240.15c3-3 and (2) the Company stated that it had no exceptions under SEC Rule 15c3-3 throughout the most recent fiscal year. The Company's management is responsible for compliance with 17 C.F.R. §240.15c3-3 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 Rule l SQJ-3 under the Securities Exchange Act of 1934. Lerner & Sipkin CPAs, LLP Certified Public Accountants (NY) New York, NY March 24, 2021 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.