# D12 CAPITAL MARKETS INC. X-17A-5 (2024-05-08) — Broker-dealer annual report - Company: D12 CAPITAL MARKETS INC. - Form: X-17A-5 - Filed: 2024-05-08 - Period: 2023-12-31 - Accession: 0001631661-24-000001 - CIK: 1631661 - File #: 8-69581 - Type: Broker-dealer - Material weakness: No - Auditor: REID CPAs LLP - Auditor location: Woodbury, NY - Contact: Robert J Mitchell - Phone: 516 747 1957 - Email: rcarbonaro@d12capital.com - Website: d12capital.com - Signed by: Robert Carbonaro (CEO/President) Original filing: https://www.sec.gov/Archives/edgar/data/1631661/000163166124000001/d12publicauditreport2023.pdf --- {0}------------------------------------------------ # **D 12 CAPITAL MARKETS INC.** Financial Statement December 31, 2023 (With Independent Auditors' Report Thereon Required by Rule 17a-5) {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 > SEC FILE NUMBER 8-69851 # **ANNUAL REPORTS FORM X-17A-5 PART III** **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 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ AND ENDING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ MM/DD/YY MM/DD/YY 01/01/2023 12/31/2023 **A. REGISTRANT IDENTIFICATION** #### NAME OF FIRM: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ D12 Capital Markets Inc 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.) # \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | 5 Revere Place
_____________________________________________________________________________________ | | | | | | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|---------------------------------------------------------------------------------------------------------|--------------------------------------------|--|--|--|--| | | (No. and Street) | | | | | | | | Etobicoke | | Ontario Canada
_____________________________________________________________________________________ | | | | | | | (City) | (State) | | (Zip Code) | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | Robert Carbonaro
_____________________________________________________________________________________ | 416 301 0960 | | RCarbonaro@D12Capital.com | | | | | | (Name) | (Area Code – Telephone Number) | (Email Address) | | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
REID CPAs LLC
_____________________________________________________________________________________ | | | | | | | | | (Name – if individual, state last, first, and middle name) | | | | | | | | | 7600 Jericho Turnpike Suite 400
_____________________________________________________________________________________ | Woodbury | NY | 11797 | | | | | | (Address) | (City) | (State) | (Zip Code) | | | | | | 07/01/2013
_____________________________________________________________________________________ | | 5861 | | | | | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | | | | | | | | | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 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.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** Robert Carbonaro | I, _ | | | ( | | |-------|--|--|-----------------------|--------------------------------------------------------------------------------------------------------------------------------| | | | | | | | | | | | financial report pertaining to the firm of 012 Capital' ~::e~; lnocr affirm) that, to the best of my knowledge and belief, the | | 12/31 | | | | | | | | | '2~, is true and corr | t If
, as of
h | partner, offtcer, dtrector, or equivalent pers h ec · urt er swear (or afftrm) that neither the company nor any fon, as t e case may be h . . as that 0 a customer. I as any propnetary lnte any acsount class ified solely ### **This filing\*\* contains (check all applicable boxes):** - ~ (a) Statement of financial condition. - ~ (b) Notes to consolidated statement of financial condition . - 0 (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a sta comprehensive income (as defined in§ 210.1-02 of Regulation S-X). - 0 (d) Statement of cash flows. - 0 (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - 0 (f) Statement of changes in liabilities subordinated to claims of creditors. - 0 (g) Notes to consolidated financial statements. - 0 (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - 0 (i) Computation of tangible net worth under 17 CFR 240.18a-2. - 0 (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - 0 (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. - 0 (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - 0 (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - 0 (n) Information relating to possession or control requirements for security-based swap customer s under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - 0 (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. - 0 (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition . - **ii!!ii** (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. - 0 (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as appl icable. - **J!i!** {s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **J!i!** (t) Independent public accountant's report based on an examination of the statement of financial condition. - 0 (u) Independent public accountant's report based on an examination of the financial report or financial statement s under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - 0 (v) Independent public accountant's report based on an examination of certain statements in the com pliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - 0 (w) Independent public accountant' s report based on a review of the exemption report und er 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - 0 (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicab le. - 0 (y) Re port desc ribing any material inadequacies found to exist or found to have existed since the date of t he previous audit, or a statement that no material inadequaci es exist, under 17 CFR 240.17a-12(k). 0{z) Oth er:-- --------- - - --- - - - - --------------- - - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5{e){3 ) or 17 CFR 24 0. 18a-7(d}{2), as applicable. Signatu Title : Chief Executive Offi cer {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of D 12 Capital Markets Inc. #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of D 12 Capital Markets Inc. as of December 31, 2023, and the related notes (collectively referred to as the "financial statement"). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of D 12 Capital Markets Inc. as of December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion This financial statement is the responsibility of D 12 Capital Markets Inc.'s management. Our responsibility is to express an opinion on D 12 Capital Markets Inc.'s financial statement 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 D 12 Capital Markets Inc. 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 statement is 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 statement, 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. We have served as D 12 Capital Markets Inc.'s auditor since 2023. Woodbury, NY May 5, 2024 {4}------------------------------------------------ ### **D 12 CAPITAL MARKETS INC. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023** #### **ASSETS** | Current Assets | | |-------------------------------------------------------------------------------------------|---------------| | Cash | \$
18,499 | | Other Current Assets | | | Prepaid Expense | 1,474 | | TOTAL ASSETS | \$
`19,973 | | LIABILITIES AND STOCKHOLDERS'
EQUITY | | | Liabilities | | | Accounts payable and accrued expenses | \$
8,141 | | Total Liabilities | 8,141 | | Stockholders' Equity | | | Capital Stock, without par value, 200 authorized,
1 share
issued
and outstanding | 1,250 | | Additional paid in capital | 646,152 | | Accumulated deficit | (635,570) | | Total Stockholders' Equity | 11,832 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | \$
19,973 | The accompanying notes are an integral part of this financial statement. . {5}------------------------------------------------ # 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 commenced operations after receiving FINRA approval on August 6, 2015. ### 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 orservices 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 of January 1, 2018. The new revenue recognition guidance does not apply to revenue associated with financial instruments, interest income and expense, leasing and insurance contracts. # 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. {6}------------------------------------------------ # NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) # 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 credit worthiness 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 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 stockholders have not had to pay anything for the year 2023. The Company is dependent upon the stockholders for continued financial support. See Note 5. {7}------------------------------------------------ # 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, 2023, the Company's net capital was \$10,358 which was \$5,358 in excess of its required net capital of \$5,000. The Company's debt-equity ratio was .7858 to 1. # NOTE 4 – GOING CONCERN The accompanying statements have been prepared assuming the Company will continue as a going concern. The Company had no revenues in 2023 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 owners have pledged to provide any required additional support to the Company to enable it to continue as a going concern and maintain required regulatory minimum net capital. # NOTE 5 – RELATED PARTY TRANSACTIONS The Company had an expense sharing agreement with its stockholder. The stockholder provides administrative and other services to the company. The current owners provide one hundred percent of all expenses to support the company. In 2023, the current owners have contributed capital of \$19,007 to pay expenses. #### 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, 2023, the Company has available a net operating loss carryforward of approximately \$645,000 which will expire in the year 2040. A valuation allowance of \$200,000 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. {8}------------------------------------------------ #### NOTE 7 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through April 25, 2024, 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. ### NOTE 9 – ALLOWANCE FOR CREDIT LOSSES The Allowance for Credit Losses Effective January 1, 2021, 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 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, 2023. {9}------------------------------------------------ # NOTE 10 – EFFECTS OF CORONAVIRUS A coronavirus (COVID-19) was first reported in China. In January 2021, 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 did not benefit from any provisions of the CARES Act {10}------------------------------------------------ ![](_page_10_Picture_0.jpeg) # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors of D 12 Capital Markets Inc. We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) D 12 Capital Markets Inc. identified the following provisions of 17 C.F.R. §15c3-3(k) under which D 12 Capital Markets Inc. claimed an exemption from 17 C.F.R. §240.15c3-3: (2)(i)), (the "exemption provision") and (2) D 12 Capital Markets Inc. stated that D 12 Capital Markets Inc. met the identified exemption provisions throughout the most recent fiscal year without exception. D 12 Capital Markets Inc. is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to (1) underwriting on a best efforts basis, (2) mutual fund retailer, (3) selling variable life insurance or annuities, (4) municipal securities broker, (5) sale of publicly non-traded REITs to accredited investors, and (6) private placement of securities and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year ended December 31, 2023 without exception. D 12 Capital Markets Inc. 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 D 12 Capital Markets Inc.'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 paragraph (k)(2)(i) of Rule 15c3-3 under the Securities Exchange Act of 1934 and the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240 17a-5, and related SEC staff Frequently Asked Questions. Woodbury, NY May 5,2024 {11}------------------------------------------------ # SEC Rule 15c3-3(k) Exemption Report For year ending December 31, 2023 D12 CAPITAL MARKETS 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-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - 1. The Company claimed exemption from 17 C.F.R. § 240.15c3-3 under the following provisions of 17 C.F.R. §240.15c3-3 (k)(2): (i) and: - 2. The company is exempt under the provisions of 17 C.F.R. §240.15c3-3 SEC Footnote 74 because it is a private placement agent that effect securities transactions on a best efforts or subscription basis (not on a firm commitment basis) and doesn't receive or hold customer funds or securities. - 3. The Company is not subject to 17 C.F.R. §240.15c3-3 due to the limited nature of its business. - 4. The Company did not handle any customer cash or securities during the year ended December 31, 2023 and does not have any customer accounts. I, Robert Carbonaro, Chief Executive Officer, swear (or affirm) that, to my best knowledge and belief, this exemption report is true and correct. Signature: Robert Carbonaro Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.