# NEAR EARTH, LLC X-17A-5 (2024-03-20) — Broker-dealer annual report - Company: NEAR EARTH, LLC - Form: X-17A-5 - Filed: 2024-03-20 - Period: 2023-12-31 - Accession: 0001126914-24-000003 - CIK: 1222417 - File #: 8-65846 - Type: Broker-dealer - Material weakness: No - Auditor: WWC Professional Corporation - Auditor location: New York, NY - Contact: Hoyt Davidson - Phone: 203-972-9062 - Email: hoyt@nearearthllc.com - Website: nearearthllc.com - Signed by: Hoyt Davidson (Managing Member) Original filing: https://www.sec.gov/Archives/edgar/data/1222417/000112691424000003/ne23s2.pdf --- {0}------------------------------------------------ ### **NEAR EARTH, LLC** STATEMENT OF FINANCIAL CONDfTJON AND Supplemental Schedule DECEMBER 31, 2023 {1}------------------------------------------------ ### **UNITED ST A TES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** # **ANNUAL REPORTS FORM X-17A-5 PART** III | 0MB APPROVAL | | |--------------------------|--| | 0MB Number: 3235-0123 | | | Expires: Nov. 30, 2026 | | | Estimated average burden | | | hours per response: 12 | | | SEC FILE NUMER | | 8- 65846 **FACING PAGE** Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING 01 /01 /23 AND ENDING **12/31 /23** MM/DD/YY MM/DD/YY # **A. REGISTRANT IDENTIFICATION** | NAME oF FIRM: | ___
N_e_a_r_E_a_r_th_
L_L_C _ | ____________ | _ | |---------------|-------------------------------------|--------------|---| | | | | | TYPE OF REGISTRANT (check all applicable boxes): ~ Broker-dealer D Security-based swap dealer D Major security-based swap participant D Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | 945 WEST ROAD, | |--|----------------| |--|----------------| | | (No. and StTeet) | | | |-------------------------------|---------------------------------------------------------------------------|-----------------------|--| | NEW CANAAN | CT | 06840 | | | (City) | (State) | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | Hoyt Davidson | (203) 972-9062 | hoyt@nearearthllc.com | | | (Name) | (Area Code -Telephone Number) | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | WWC, Professional Corporation | | | | | | (Name - if individual, state last, first, and middle name) | | | |--------------------------------------------------|------------------------------------------------------------|---------|--------------------------------------------| | 633 Third Avenue. 19th Floor Suite B New York | | NY | 10017 | | (Address) | (City) | (State) | (Zip Code) | | 03/16/2004 | | 1171 | | | (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. l 7a-5(e)( I )(ii), if applicable. Persons who arc to respond to the collection of information contained in this form are not r equired *to* respond unless the form displays a currently valid 0MB control number. {2}------------------------------------------------ ### **AFFIRMATION** I, Hoyt Davidson , swear ( or affirm) U1at, to the best of my knowledge and belief, the financial repo1t pertaining to Near Earth LLC as of 12/31/23 , is true and correct. I further swear (or affirm) that neither the company nor any 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. ffi" wb G l:J 6 ro t;f(11u1n **Title** r--·-::-::--------- 1 . ~ **EDISON E. BUCAV** ~ No:a,y Publ1e, State of Connecticut L -:.My ~mission Expires Mar. 31. 2028 {3}------------------------------------------------ # This filing\*\* contains (check all applicable boxes): - CEJ (a) Statement of financial condition. - CE) (b) Notes to unconsolidated or consolidated statement offinancial condition, as applicable. - o (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). - D (d) Statement of cash flows. - O (e) Statement of changes in stockholders' or partners' or members' or sole proprietor's equity, as applicable. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - D (g) Notes to unconsolidated or consolidated financial statements,, as applicable. - O (h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.18a-l, as applicable. - O (i) Computation of tangible net worth under 17 CFR 240.18a-2. - D G) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3. - D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.1Sc3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.1Sc3-3. - D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.1Sc3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.1Sc3-l, 17 CFR 240.18a-l, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.1Sc3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - CEJ (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. - D (r) Compliance report in accordance with 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - CEJ (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (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. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-le or 17 CFR 240.17a-12, as applicable. - D (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). D(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.* {4}------------------------------------------------ # **NEAR EARTH, LLC** STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2023 #### **ASSETS** | Cash and cash equivalents | \$
36,966 | |---------------------------------------|---------------| | Accounts receivable | 30,000 | | Investments (Note I) | 391,984 | | Other assets | 1,004 | | Total assets | \$
459,954 | | LIABILITIES AND MEMBERS' EQUITY | | | Liabilities: | | | Accow1ts payable and accrued expenses | \$
1,004 | | Members' equity | 458,950 | | Total liabilities and members' equity | \$
459,954 | The accompanying notes are an integral part of this statement {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FffiM** To the Board of Directors and Members of Near Earth, LLC #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Near Earth, LLC as of December 31, 2023, and the related notes and supplemental schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position ofNear Earth, LLC as of December 31 , 2023, in conformity with accounting principles generally accepted in the United States of America. ### **Basis for Opinion** These financial statements are the responsibility ofNear Eruth, LLC's management. Our responsibility is to express an opinion on Near Earth, 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 Near Earth, 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. Wwc. J ().c. WWC, P.C. Certified Public Accountants PCAOB 1D No. 1171 We have served as Near Earth, LLC's aud itor since 2022. New York, NY March 15, 2024 {6}------------------------------------------------ # **NEAR EARTH, LLC** NOTES TO FTNANClAL STATEMENT DECEMBER 31, 2023 ### **1. Nature of business and summary of significant accounting policies** # *Nature of Operations* Near Earth, LLC (the "Company"), a Limited Liability Company, is a broker-dealer registered with the Securities and Exchange Commission ("SEC") pursuant to section l5(b) of the Securities Exchange Act of 1934. The Company is also a member of the Financial Industry Regulatory Authority ("FTNRA"). The Company earns consulting and advisory fees, including compensation in the form of stock or stock options, from providing investment banking services through its participation in private placement offerings and providing merger and acquisition, financial advisory and general corporate consulting services to companies. The liability of each member is limited to their capital account balance with the Company. # *Basis of Presentation* The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") which 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 amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. #### *Cash Equivalents* The Company considers money market mutual funds and other highly-liquid investments with original maturities of three months or less to be cash equivalents. #### *Income Taxes* The Company is taxed as a partnership for income tax purposes. The Company's income or loss is taken into consideration in the tax returns of its members for federal and state income tax purposes. In addition, it pays state income taxes on behalf of the individual members. These are treated as capital distributions. ### *Fair Value Measurements* The Company follows Financial Accounting Standard Board (FASB) guidance on Fair Value Measurements which defines fair value and establishes fair value hierarchy organized into three levels based upon the input assumptions used in pricing assets. Level I inputs have the highest reliability and are related to assets with unadjusted quoted prices in active markets. Level 2 inputs relate to assets with other than quoted prices in active markets which may include quoted prices for similar assets or liabilities or other inputs which can be corroborated by observable market data. Level 3 inputs are unobservable inputs and are used to the extent that observable inputs do not exist. As of and for the year ended December 3 I, 2023 all of the Company's investments held and income on principal transactions were valued using Level 3 inputs. {7}------------------------------------------------ # NEAR EARTH, LLC NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2023 ## **1. Nature of business and summary of significant accounting policies (continued)** #### *Fair Value Measurements (continued)* The Company's investments include an equity interest in a private portfolio company (the "Portfolio Company") that is carried at fair value as determined by Management. Management utilizes the Company's pro-rata interest in the net assets of the Portfolio Company as reported by the Portfolio Company·s management. Management considers all relevant information available at the time the Portfolio Company values its investments. Management has assessed factors including, but not limited to, the Portfolio Company's price transparency and valuation procedures in place, capital subscription and redemption activity, and existence of certain redemption restrictions. The Portfolio Company generally records its investments at fair value in accordance with U.S. GAAP. The fair value at which the Portfolio Company is presented in the statement of financial condition may be different from the amount the Company would receive in a sale or liquidation of its investment and the differences may be material. #### *Fair Value of Investments* The following table summarizes the valuation of the Company's investments by the above fair value hierarchy levels at December 31, 2023: | | Level I | Level 2 | Level
3 | Total | |--------------|---------|---------|------------|-----------| | Assels | | | | | | Equities | | | \$223,395 | \$223,395 | | Options | | | 168,589 | 168,589 | | Total assets | \$ | \$ | \$391,984 | \$391,984 | The following table presents changes in assets classified in Level 3 of the fair value hierarchy during the year ended December 31, 2023 attributable to the following: | | Eq
uity | | |-----------|------------|-----------| | | Securities | Options | | Purchases | | \$
513 | {8}------------------------------------------------ # **NEAR EARTH, LLC** NOTES TO FINANClAL STATEMENT DECEMBER 31, 2023 # **1. Nature of business and summary of significant accounting policies (continued)** *Fair Value of Investments (continued)* The following table provides information on the valuation techniques and nature of significant unobservable inputs used to determine the value of level three assets: | Asset | Fair Value
December 31, 2023 | Valuation
Techniaues | Unobservable
Inputs | Range oflnputs
(Weighted
Avera!!e) | |-------------------------|---------------------------------|-------------------------|-----------------------------------------------------------------------|------------------------------------------| | Equities and
options | \$
391,984 | Derived price | Value of underlying assets
discounted for lack of
marketability | 25%-35% (30%) | # *The Allowance/or Credit Losses* ASC Topic 326, Financial Instruments - Credit Losses ("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 ASC 326, the Company could determine there are no expected credit losses in certain circumstances (e.g., based on the credit quality of the client). 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 the collectability in determining the allowance for credit losses. Under the standard, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. The statement of operations would reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that might have taken place during the period. The Company has not provided an allowance for credit losses at December 31, 2023. ### **2. Regulatory Requirements** The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule (Rule l 5c3-I) which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital both as defined shall not exceed 1500%. At December 31, 2023, the Company's net capital was \$35,962 which was \$30,962 in excess of its minimum requirement of \$5,000. {9}------------------------------------------------ ### **NEAR EARTH, LLC** NOTES TO FINANCIAL ST A TEMENT DECEMBER 3 l, 2023 #### **3. Compliance with Rule 15c3-3** The Company does not hold customers' cash or securities on behalf of customers and accordingly has no obligation under SEC Rule t Sc3-3. #### **4. Concentrations** Approximately 79 % of the Company's revenues are from three clients. I 00 % of the Company's accounts receivable is from one client. #### **5. Subsequent Events** The Company has evaluated events or transactions that may have occurred subsequent to December 31, 2023 and through the date the financial statements were issued and determined that there are no material events that would require disclosure in the Company's financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.