# CLEARVIEW TRADING ADVISORS, INC. X-17A-5/A (2023-08-14) — Broker-dealer annual report - Company: CLEARVIEW TRADING ADVISORS, INC. - Form: X-17A-5/A - Filed: 2023-08-14 - Period: 2022-06-30 - Accession: 0001383996-23-000002 - CIK: 1383996 - File #: 8-67501 - Type: Broker-dealer - Material weakness: No - Auditor: Jennifer Wray CPA PLLC - Auditor location: Sugar Land, TX - Contact: Gregg Ettin - Phone: 917-741-3974 - Signed by: Gregg Ettin (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1383996/000138399623000002/CLVWPublicRevised22.pdf --- {0}------------------------------------------------ **Report Pursuant to Rule 17a-5 of** **The Securities and Exchange Commission** **Including Report of Independent Registered Public Accounting Firm** **As of June 30, 2022** **As Restated** {1}------------------------------------------------ | | UNITED STATES | | OMB APPROVAL | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------|----------------|-----------------------------------------------------| | SECURITIES AND EXCHANGE COMMISSION | | | OMB Number: 3235-0123
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FORM X-17A-5 | | | SEC FILE NUMBER
8-67501 | | | | | | | | PART III | | | | | | | | | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FACING PAGE | | | | | 07/01/21 | | 06/30 22 | | FILING FOR THE PERIOD BEGINNING | MM/DD/YY | AND ENDING | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | | | | | | NAME OF FIRM: Clearview Trading Advisors, Inc. | | | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
& Broker-dealer | [] Security-based swap dealer __ LJ 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.) | | | | | | , | | | | 10 Glenwood Road, Suite 904 | (No. and Street) | | | | | N | | 07670 | | Tenaily | (State) | | (Zip Code) | | (City) | | | | | | | | | | | | | | | Gregg Ettin | 917-741-3974 | | gettin(a)clearviewtrading.com | | | (Area Code - Telephone Number) | | (Email Address) | | PERSON TO CONTACT WITH REGARD TO THIS FILING
(Name) | B. ACCOUNTANT IDENTIFICATION | | | | | | | | | | | | | | Jennifer Wray CPA PLLC | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | | | | Sugar Land
(City) | 18X
(State) | 77479
(Zip Code) | | | | | | | 11/30/2016 | | 6328 | | | | FOR OFFICIAL USE ONLY | | (PCAOB Registration Number, if applicable) | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing *
800 Bonaventure Way, Suite 168
(Address)
(Date of Registration with PCAOB)(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 l, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ June 30 = 2 022 , 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. Thomas J. Calabrese Notary Public State of New York No. 01CA6141338 Qualified in New York County My Commission Expires Aug 21, 2026 Notary Publi #### 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. - [ (i) 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. - [ fr] 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 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 have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - O (z) Other: "To request confidential treatment of certain portions of this filing, see 17 CFR 240.170-5(e)(2) as 17 CFR 240.18c-7(d)(2) as applicable. {3}------------------------------------------------ ## **Table of Contents** | Report of Independent Registered Public Accounting Firm | 1 | |---------------------------------------------------------|-----| | Statement of Financial Condition | 2 | | Notes to Financial Statement | 3-5 | {4}------------------------------------------------ ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To Shareholder of Clearview Trading Advisors, Inc. #### **Opinion on the Financial Statements** We have audited the accompanying statement of the financial condition of Clearview Trading Advisors, Inc. as of June 30, 2022, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of Clearview Trading Advisors, Inc. as of June 30, 2022, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 2 to the financial statements, the 2022 financial statements have been restated to correct a misstatement. #### **Basis for Opinion** This financial statement is the responsibility of Clearview Trading Advisor, Inc.'s management. Our responsibility is to express an opinion on Clearview Trading Advisor, 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 Clearview Trading Advisors, 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. Jennifer Wray CPA PLLC We have served as Clearview Trading Advisor, Inc's auditor since 2022 Sugar Land, Texas August 2, 2023 {5}------------------------------------------------ ### STATEMENT OF FINANCIAL CONDITION JUNE 30, 2022 As Restated | ASSETS | | |----------------------------------------------------|---------------| | Current assets | | | Cash and cash equivalents | \$
526,241 | | Accounts receivable | 171,098 | | Prepaid expenses | 2,222 | | Total assets | \$
699,561 | | LIABILITIES AND STOCKHOLDER'S EQUITY | | | Current liabilities | | | Accounts payable and accrued expenses | \$
72,514 | | Commission payable | 390,449 | | Pending Stock Purchase Agreement liability | 200,000 | | Accrued FINRA fine | 100,000 | | Total current liabilities | 762,963 | | Commitments and Contingencies (Notes 4 and 7) | | | Stockholder's Equity | | | Common stock, no par value; 200 shares authorized; | | | 200 shares issued and outstanding | 12,500 | | Additional paid-in capital | 940,754 | | Accumulated deficit | (1,016,656) | | Total stockholder's equity | (63,402) | | Total liabilities and stockholder's equity | \$
699,561 | {6}------------------------------------------------ Notes to the Financial Statement As of and for the Year Ended June 30, 2022 ### As Restated ### (1) **Organization and Nature of Business** Clearview Trading Advisors, Inc. (the "Company") is a C-Corporation incorporated in the state of New York on October 17, 2006. It is organized to be active in various aspects of the securities industry and is registered to be a broker-dealer with the Financial Industry Regulatory Authority (FINRA) and the Securities and Exchange Commission (SEC). The Company is a non-clearing broker and does not handle any customer funds or securities. The Company was located in New York City through January 31, 2021. Effective that date, the Company moved its operations to Tenafly, New Jersey. Customers are located throughout the United States. The Company's current membership agreement with FINRA states the firm will operate under the provisions of Paragraph (k)(2)(ii) of Rule 15c3-3 of the Securities and Exchange Commission and, accordingly, is exempt from the remaining provisions of that rule. None of the business activities conducted by the Company during the year ended June 30, 2022 fall under Paragraph (k)(2)(ii). Accordingly, the business activities conducted by the Company during the year ended June 30, 2022 relied upon Footnote 74 of the SEC Release No. 34-70073. On January 25, 2021 the Company entered a Stock Purchase Agreement with CTA Holdings LLC to sell 95% of the issued and outstanding capital stock of the Company to CTA Holdings LLC. The transaction is contingent upon receiving FINRA approval under Rule 1017 application. As of June 30, 2022, the transaction was pending FINRA approval. See footnote 2 for more information. #### (2) **Restatement** As part of a 2019 FINRA cycle examination, the Company has signed an Acceptance, Waiver and Consent on September 15, 2022 to settle alleged rule violations related to the Company's previous business line activity of brokerage activities with low priced securities and related anti-money laundering systems and procedures. The Acceptance, Waiver and Consent stipulates a censure and \$100,000 fine to the Company. The Acceptance, Waiver and Consent was accepted by FINRA on November 21, 2022. The Company is restating its financials for the year ending June 30, 2022 to accrue a liability of \$100,000 for the Acceptance, Waiver and Consent. #### (3) **Summary of Significant Accounting Policies** #### **Significant Credit Risk and Estimates** The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management of the Company to use estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. There were no liabilities subordinated to claims of general creditors during the year ended June 30, 2022. #### **Cash and Cash Equivalents** The Company has defined cash and cash equivalents as highly liquid investments with original maturities of less than 90 days that are not held for sale in the ordinary course of business. Cash and cash equivalents include money market accounts. Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and amounts due from broker dealers. The Company maintains cash and money market balances with commercial banks and other major institutions. At times, such amounts may exceed Federal Deposit Insurance Corporation limits. {7}------------------------------------------------ Notes to the Financial Statement As of and for the Year Ended June 30, 2022 As Restated #### (3) **Summary of Significant Accounting Policies (Continued)** #### **Use of Estimates** Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses. #### **Income Taxes** The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized with respect to the future tax consequences attributable to differences between the tax basis of assets and liabilities and their carrying amounts for financial statement purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes and measures its unrecognized tax benefits in accordance with FASB ASC 740, Income Taxes. Under the guidance, the Company assesses the likelihood, based on technical merit, that the tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of the reporting period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company recognizes the accrual of any interest and penalties to unrecognized tax benefits in income tax expense. The Company is subject to routine audits by tax authorities; however, there are currently no audits for any tax periods in progress. The company believes that the tax years 2018 to 2021 may still be subject to income tax examination. ### **Fair Value of Financial Instruments** The Company's financial instruments, including cash, prepaid expenses and accounts payable and accrued expenses, are carried at cost, which approximates their fair value because of the short-term nature of these assets and liabilities. ### (4) **Net Capital Requirements** The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c-3-1), 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 15 to 1 (and that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1). At June 30, 2022 the Company had net capital of \$(99,844) which was \$(199,844) less than its required net capital of \$100,000. The Company had a percentage of aggregate indebtedness to net capital of (- 764.16%) as of June 30, 2022. ### (5) **Related Party Transactions** A registered representative of the Company is also a managing director of Net Lease Capital. The Company earned \$2,461,115 from Net Lease Capital in private placement fees as shown on the statement of operations for the year ended June 30, 2022. #### (6) **Concentrations** There was one major customer of the Company, Net Lease Capital, that represented 100% of the private placement revenue for the year ended June 30, 2022. {8}------------------------------------------------ Notes to the Financial Statement As of and for the Year Ended June 30, 2022 As Restated ### (7) **Income Taxes** The provision for income taxes for the year ended June 30, 2022 is as follows: | Current income tax expense | | |----------------------------------|-----------| | Federal | \$
- | | State and local | 403 | | Total Current | 403 | | Deferred income tax expense | | | Federal | - | | State and local | - | | Total deferred | - | | Total provision for income taxes | \$
403 | Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. The tax effects of the temporary differences that give rise to the significant portions of the deferred income tax assets as of June 30, 2022 are a Net operating loss (NOL) carry-forward of approximately \$815,000. This NOL gives rise to a deferred tax asset of approximately \$275,000. The deferred tax asset is fully offset by a valuation allowance in the same amount, which results in no deferred tax asset being reflected on the Statement of Financial Condition. The utilization of the NOL will reduce future year's Provisions for income taxes. If not fully utilized, approximately \$635,000 of the NOL will expire by June 30, 2038 and approximately \$180,000 will be available indefinitely. #### (8) **Subsequent Events** The Company has evaluated subsequent events through August 1, 2023, the date these financial statements were available for issuance. Management has concluded that there were no significant events requiring recognition and/or disclosure in the financial statements, except for the following: On September 7, 2022, the sole existing shareholder made an additional paid-in capital deposit of \$150,000. On September 8, 2022, the sole existing shareholder made an additional paid-in capital deposit of \$100,000. On September 16, 2022, the Company signed an Acceptance, Waiver and Consent with FINRA for a \$100,000 fine. On November 21, 2022, FINRA accepted the Acceptance, Waiver and Consent. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.