# ASHTON THOMAS SECURITIES, LLC X-17A-5 (2025-03-21) — Broker-dealer annual report - Company: ASHTON THOMAS SECURITIES, LLC - Form: X-17A-5 - Filed: 2025-03-21 - Period: 2024-12-31 - Accession: 0000771572-25-000004 - CIK: 771572 - File #: 8-34261 - Type: Broker-dealer - Material weakness: No - Auditor: RDG Partners CPAs, PLLC - Auditor location: Rochester, NY - Contact: Joseph Lanzisera - Phone: 585-424-1234 - Email: joe@excelsecurities.com - Website: excelsecurities.com - Signed by: Joseph Lanzisera (CEO & President) Original filing: https://www.sec.gov/Archives/edgar/data/771572/000077157225000004/audit5.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-34261 # **ANNUAL REPORTS FORM X-17A-5 PART** Ill **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 **O 1/01/2024** AND ENDING **12/31/2024** MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** # NAME oF FIRM: Ashton Thomas Securities, LLC TYPE OF REGISTRANT (check all applicable boxes): 0 Broker-dealer □ Security-based swap dealer D Check here if respondent is also an OTC derivatives dealer □ Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) # 200 Canal View Blvd. Suite 204 | Rochester | New York | 14623 | |----------------------------------------------|-----------------------------------------------------------------------------------------------------------|-------------------------| | (City) | (State) | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | Joseph Lanzisera | 585-424-1234 | joe@excelsecurities.com | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | | | B. ACCOUNTANT IDENTIFICATION
INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | RDG+Partners CPAs, PLLC | (Name - if individual, state last, first, and middle name) | | | 10 Winthrop St. | Rochester | NewYork 14607 | | (Address) | (City) | (State)
(Zip Code) | | 7/13/2010 | | 5175 | • 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-S(e)(l)(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 0MB control number. {1}------------------------------------------------ ![](_page_1_Picture_0.jpeg) | I, Joseph Lanzisera | swear (or affirm) that, to the best of my knowledge and belief, the | | |---------------------|---------------------------------------------------------------------|--| | | | | financial report pertaining to the firm of Ashton Thomas Securities. LLC as of 12/31 2~ 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. | | CHRISTINE LANZISERA | |---------------------|----------------------------------| | | NOTARY PUBLIC, STATE OF NEW YOR | | | Registration No. 0 I LA6 I 33849 | | ~~~-~==~J-__
1-~ | Qualified in Monroe County | | | y Commission Expires:
OZ. | ### **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). - ~ (d) Statement of cash flows. - ~ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (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 240.1Sc3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - **l!!!i** (j) 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 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.1Sc3-3. - **l!!!i** (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 240.1Sc3-3(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-l, 17 CFR 240.18a-l, 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-S, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - ~ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (t) Independent public accountant's report based on an examination of the statement of financial condition. - **l!!!i** (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. - **l!!!i** (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. - **l!!!i** (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - □ (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). 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. {2}------------------------------------------------ ![](_page_2_Picture_0.jpeg) ![](_page_2_Picture_1.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Ashton Thomas Securities, LLC: #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Ashton Thomas Securities, LLC as of December 31 , 2024, the related statements of operations, changes in member's equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Ashton Thomas Securities, LLC as of December 31 , 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statements are the responsibility of Ashton Thomas Securities, LLC's management. Our responsibility is to express an opinion on Ashton Thomas Securities, 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 Ashton Thomas Securities, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### **Auditor's Report on Supplemental Information** The supplemental information (other information and Computation of Net Capital Under Rule 15C3-1) has been subjected to audit procedures performed in conjunction with the audit of Ashton Thomas Securities, LLC's financial statements. The supplemental information is the responsibility of Ashton Thomas Securities, LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as Ashton Thomas Securities, LLC 's auditor since 2023. Rochester, New York March 14, 2025 {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) ASHTON THOMAS SECURITIES LLC. FINANCIAL STATEMENTS DECEMBER 31, 2024 {4}------------------------------------------------ # ASHTON THOMAS SECURITIES LLC STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2024 ![](_page_4_Picture_1.jpeg) # **ASSETS** | Current Assets | | |---------------------------------------------------|--------------| | Cash and Cash Equivalents | \$7,364,844 | | Commission Receivable | 341,413 | | Prepaid Expenses | 2,751,217 | | | \$10,457,474 | | Property and Equipment | | | Furniture and Equipment+ leasehold Improvement | \$679,713 | | Less: Accumulated Depreciation | 589,496 | | | \$90,217 | | Other Assets | | | Rights of Use Asset -
Operating Lease | \$1,084,574 | | Security Deposit | 47,875 | | Prepaid Expenses, Long Term | 21,038,383 | | Intangible Asset | 27,900,000 | | Less: Intangible Asset Amorization | -1,860,000 | | | \$48,210,832 | | Total Assets | \$58,758,523 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | Current Liabilities | | | Notes Payable | \$25,000 | | Current Portion Operating Lease | 206,983 | | Accounts Payable | 82,782 | | lntercompany Payable | 345,054 | | Accrued Expenses | 986,490 | | Other Witholdings | 2,729 | | | \$1,649,038 | | Non Current Liabilities | | | Operating Lease Liability, Net of Current Portion | \$908,787 | | Total Liabilities | \$2,557,825 | | Members' Equity | | | Member's Equity | \$56,200,698 | | Total Equity | \$56,200,698 | | Total Liability and Stockholder Equity | \$58,758,523 | The accompanying notes to the financial statements are an integral part of this statement {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) # ASHTON THOMAS SECURITIES, LLC NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2024 # 1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION Excel Securities ("the Company") was formed as a sole proprietorship by Mr. Joseph Lanzisera in November 1985. In January 1998, the business was incorporated as Excel Securities & Associates, Inc. On December 18, 2023, the firm's continuing membership application was granted by FINRA for a change of control. On December 21, 2023, the firm closed a transaction selling majority ownership to Ashton Thomas Private Wealth, LLC ("ATPW"). On January 8, 2024, the Company restructured into an LLC and changed its name to Ashton Thomas Securities, LLC. The Company continued as a registered broker dealer and registered investment advisor with the SEC, catering to individual Investors, investment managers and advisory professionals. The Company is a member of the FINRA and SIPC. The following is a brief description of the accounting policies employed by Ashton Thomas Securities, LLC The financial statements and books are kept on the accrual basis of accounting. # Use of Estimates The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. # Revenue Recognition Revenue is derived from commissions received from security transactions made on behalf of customers with security firms, various mutual funds, and alternative investment companies. Other revenue called "revenue sharing" is also received and is a combination of sharing miscellaneous fees charged to clients with our clearing firm plus bonuses our clearing firm pays ATS for onboarding new assets. Our revenue is generated from executing security transactions made on behalf of customers. Generally, our performance obligation begins when we receive trade instructions and is satisfied upon execution of the trade, and revenue is recognized on a point in time basis. Commission revenue (12b-1 fees) is also received for account supervision, which is recognized over time. {6}------------------------------------------------ ![](_page_6_Picture_0.jpeg) The following is a breakdown of commissions recognized on a point in time basis, and commissions recognized over time: - a. Commissions recognized on a point in time basis = \$ 632,505 - b. Commissions revenue(12b-1) recognized over time = \$4,063,819 - Total Commissions as on Statement of Operations = \$4,696,324 Revenue is also derived from account supervision and from advisory and administration fees, which are recognized over time. Advisor fees are billed monthly or quarterly depending on the advisory program. Quarterly fees are realized or considered earned over a three-month period. The Company does not carry customers' accounts, nor holds securities for customers. #### Income Taxes On January 8, 2024, the Company converted from a c-corporation to a partnership for federal and state income tax purposes. As such, the Company is generally not subject to federal income taxes. Instead, the individual partners are responsible for reporting their share of the Company's income or loss on their personal income tax returns. Due to the timing of the conversion, the provision for taxes on the c-corporation was not material to the financial statements. Accordingly, no provision for federal income taxes has been recorded in the accompanying financial statements. The Company is subject to state and local income taxes in certain jurisdictions. The provision for state and local income taxes is based on the income or loss allocable to those jurisdictions. The Company utilizes Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, "Income Taxes". Under this accounting method, the Company recognizes the tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The measurement of uncertain tax positions is adjusted when new information is available, or when an event occurs that requires a change. There are no uncertain tax positions as of December 31, 2024. The cash balances are held in one commercial bank and in interest bearing accounts with one security firm which includes a required reserve (restrictive account) of \$250,000. For the purposes of the statement of cash flows, the Company considers all highly liquid investments, with maturities of three months or less, to be cash equivalents. {7}------------------------------------------------ ![](_page_7_Picture_0.jpeg) ### Receivables The Company's commission receivable consists primarily of amounts due from mutual fund, annuity and alternative investment companies for trailer commissions. These commission receivable amounts due are estimated and are believed, by management, to be fully collectable. The Company evaluates its receivables for expected credit losses in accordance with the Current Expected Credit Loss model under ASC 326. Management assesses the collectability of these receivables by considering historical collection rates, reviewing the credit standing of customers and through reasonable and supportable forecasts. Based on this analysis, the Company has determined that expected credit losses, if any, are immaterial, and no allowance has been recorded as of December 31, 2024. The Company will continue to monitor credit risk and adjust its estimate of expected credit losses, as necessary. ### Property and Equipment Furniture and office equipment is stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred, and replacements of significant items are capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets which range from five to sixteen years. #### Advertising Advertising costs are charged to operations when incurred. ### Concentration of Credit Risk The Company maintains deposits at financial institutions which may, at times, exceed the federally insured amount. #### Management's Review of Subsequent Events The Company evaluates events occurring between the end of the most recent calendar year and March 14, 2025, the date the financial statements were available to be issued. #### Fair Value of Financial Instruments The Company adopted FASB ASC Topic 820, "Fair Value Measurements and Disclosures", as it applies to financial assets and liabilities on January 1, 2008. FASB ASC Topic 820 includes a fair value hierarchy that is intended to increase consistency and comparability in fair value {8}------------------------------------------------ ![](_page_8_Picture_0.jpeg) measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that is either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: Level 1: Inputs are quoted prices in active markets for identical assets or liabilities. Level 2: Inputs are quoted prices for similar assets in market active, inputs other than quoted prices that are observable and market corroborated inputs which are derived principally from or corroborated by observable market data. Level 3: Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. # Segment Reporting The Company follows FASB ASC 280, Segment Reporting, as amended by ASU 2023-07, Segment Reporting (Topic 280}: Improvements to Reportable Segment Disclosures. Under this guidance, operating segments are defined by how the Company's chief operating decision maker ("CODM"} allocates resources and assesses performance. The Company's CODM has been identified as the President, Mr. Lanzisera. The CODM evaluates the Company's performance and allocates resources on a consolidated basis, using net income as the primary financial metric. The CODM reviews the same revenue and expense categories presented in the Statement of Operations to evaluate performance. No additional categories are separately reviewed in a manner that is significant to the CODM's performance assessment. Additionally, the CODM considers excess net capital (see Note 4} in assessing capital adequacy and making strategic decisions. Management has concluded the Company operates as a single reportable segment as a securities broker-dealer based on the following factors: 1. The Company's services are all managed on a consolidated basis. 2. The CODM does not allocate resources or evaluate performance at a disaggregated business-unit or product-line level; instead, performance is assessed using consolidated financial and operational data. 3. Discrete financial information at a lower level is not regularly prepared or used by the CODM for making resource-allocation decisions. {9}------------------------------------------------ ![](_page_9_Picture_0.jpeg) The Company's activities primarily include principal transactions and investment advisory. The Company derives revenue primarily from: - 1. Commissions from security transactions - 2. Advisory and administration fees - 3. Other revenue primarily custodian revenue sharing and interest income All the Company's operations are conducted in the United States, and revenue is earned solely from U.S.-based users and counterparties. The Company does not have long-lived assets in foreign jurisdictions. The Company did not derive over 10% of its total revenues from a single customer. Since the Company has only one reportable segment, the amounts presented in the accompanying financials are the same as those used by the CODM. # Acquisitions The Company enters into asset acquisitions for single identifiable intangible assets which are accounted for under a cost accumulation model in which cash consideration and transaction costs are allocated to the intangible asset acquired. Accounting for asset acquisitions requires the Company to make significant estimates and assumptions **with** respect to the treatment of deal consideration components and the useful life of the asset purchased. The deal consideration in asset acquisitions generally includes upfront cash and equity consideration and deferred cash and equity consideration payable upon achievement of certain performance targets. The Company evaluates whether each component of deal consideration is part of the consideration paid to acquire the asset or compensation for post-acquisition services. The evaluation includes, among other things, whether the retention of the cash and equity or the vesting of the equity is contingent on the continued employment of the advisors associated with the acquired asset beyond the acquisition date. If continued employment is required for retention or vesting, the cash and equity consideration is treated as compensation for post- acquisition services and recognized as expense over the requisite service period. The Company does not recognize a liability at deal close for contingent payments in asset acquisitions as the amounts to be paid will be uncertain until a future measurement date. #### Intangible Assets The intangible assets generally identified in the Company's asset acquisitions are customer relationship intangible assets. Customer relationships are deemed to have definite lives and are amortized over their useful lives, which are approximately 15 years. They are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of the assets is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. {10}------------------------------------------------ ![](_page_10_Picture_0.jpeg) If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value. There was no impairment of customer relationship intangibles recognized for the year ended December 31, 2024. # 2. Acquisitions and Compensation Arrangements During the year ended December 31, 2024, the Company accounted for one acquisition as an asset acquisition. The transaction included initial cash consideration of \$27.9 million, which was allocated entirely to customer relationships. The customer relationship intangible asset was assigned a useful life of 15 years. Additionally, the acquisition included the issuance of equity units upon close of the acquisition in a related party entity with an acquisition-date value of \$11.9 million and additional cash and equity payments with a value of \$18.5 million and \$7.9 million, respectively, based upon the achievement of certain performance targets. The subsequent cash payment and each equity issuance are subject to claw back tied to continued employment of the underlying advisors. These payments were accounted for separate from the asset acquisition, as compensation for services performed post-acquisition. The Company recognized the deferred cash payment as a prepaid expense and is recognizing the expense ratably over the claw back period. The Company expensed that value of the equity at issuance given that the units were fully vested. The acquisition includes additional earnout consideration to be paid in the future based on the achievement of revenue targets. As of December 31, 2024, the Company did not consider payment of such earnouts to be either probable or reasonably estimable, and thus has not recognized a liability for such payments. The Company also accounted for two acquisitions completed during the year ended December 31, 2024, as compensation arrangements. The initial and deferred consideration in these acquisitions was all subject claw back tied to continued employment of the underlying advisors, and thus represents compensation for services to be performed post-acquisition. The compensation arrangements included initial cash consideration of \$5.1 million, the issuance of equity units upon close of the acquisitions with a value of \$2.7 million, and the payment of deferred cash and equity consideration with a value of \$2.9 million and \$1.5 million, respectively. The Company recognized the cash payments as prepaid expenses when paid and is recognizing the expense ratably over the claw back period. The Company expenses the value of the equity grants at issuance given that the units were fully vested. The compensation arrangements also include additional earnout consideration to be paid in the future based on the achievement of revenue targets. As of December 31, 2024, the Company did not consider payment of such earnouts to be either probable or reasonably estimable, and thus has not recognized a liability for such payments. {11}------------------------------------------------ ![](_page_11_Picture_0.jpeg) # 3. **COMMITMENTS AND CONTINGENCIES** Operating Lease The Company leases office space for its various advisors and staff under operating lease agreements. The Company determines whether an arrangement is a lease at inception. Assets leased under operating lease arrangements are recognized as right-of-use assets and the associated lease liabilities are included in Operating Lease Liabilities in the statement of financial condition as of December 31, 2024. The Company did not have any outstanding finance lease arrangements during the years ended December 31, 2024. The future payments due under operating lease as of December 31, 2024, is as follows: - 1. 2025 \$244,434 - 2. 2026 \$221,092 - 3. 2027 \$222,969 - 4. 2028 \$227,106 - 5. 2029 \$56,267 - 6. Thereafter \$279,977 - 7. Total payments \$1,251,845 - 8. Less discount (136,075) - 9. Lease liability- \$1,115,770 # 4. CAPITAL The Company is wholly owned by Explorer Investment Holdings, LLC, which owns the one unit of the Company's member units, which is authorized, issued, and outstanding as of December 31, 2024. During 2024, in consideration of the asset acquisition and compensation arrangements discussed in Note 1, ATPW made de facto capital contributions to the Company of \$75.0 million, representing the cash paid by ATPW on behalf of the Company to fund the closing consideration and certain progress payments for those transactions, as well as the equity units issued to the underlying acquired advisors. ATPW also contributed an additional \$1.1 million of cash to the Company to support the Company's subsequent compensation arrangement payments. {12}------------------------------------------------ ![](_page_12_Picture_0.jpeg) ### 5. NOTE PAYABLE The Company has a note payable in the amount of \$25,000 to one of its independent representatives. The note payable is secured by \$25,000 of the required reserve at a security firm. This note payable is a security deposit for a printer in the branch and there are no payment terms, other than the deposit will be returned upon removal of the printer. ### 6. ADVERTISING EXPENSE Advertising expense for the year ended December 31, 2024 was \$23,220. ### 7. NET CAPITAL REQUIREMENTS The Company is subject to SEC's Uniform Net Capital Rule (Rule 15c3-l), which requires the maintenance of net capital and the ratio of aggregate indebtedness to net capital, both as defined, not exceed 15 to 1. Net capital and aggregate indebtedness change from day to day. On December 31, 2024, the Company's net capital amounted to approximately \$6,233,006 which was excess of its required net capital of \$170,505. On December 31, 2024, the Company's ratio of aggregate indebtedness to net capital was 41%. #### 8. RETIREMENT PLAN The Company established, effective January 1, 2020, a 401(K) safe harbor plan covering all fulltime employees. Eligible participants can elect to contribute to the plan in accordance with Internal Revenue Code contributions limits. The safe harbor plan includes the employee's contribution plus a Company matching contribution equal to 100% on the first 3% of the deferral and 50% of the next 2% of deferral. The Company's contribution to the plan totaled \$106,287 for the year ended December 31, 2024. #### 9. RELATED PARTIES The Company engages in transactions with entities or individuals that are considered related parties of the Company. The Company shares certain personnel with ATPW, individuals who are employees of ATPW but perform certain services for the Company. ATPW charges the Company for salary, bonus, payroll taxes, and other employee benefit costs for these individuals for the portion of time spent providing services to the Company. The Company also has certain employees which provide services to ATPW, and the Company charges ATPW for similar payroll and payroll-related costs based on the portion of time those employees spent providing services to ATPW. For the year ended December 31, 2024, the net costs incurred by the Company related to this cost sharing arrangement are \$1,310,899 and are included support services ATPW in the Company's statement of operations. ATPW also charges the Company for other operating expenses incurred by ATPW on behalf of the Company, including certain professional services {13}------------------------------------------------ ![](_page_13_Picture_0.jpeg) fees, technology fees, and travel costs. Other operating expenses charged by ATPW to the Company during the year ended December 31, 2024 are \$178,424 and are included within All other expenses in the Company's statement of operations. At year end the Company had payable in the amount of \$143,639 to ATPW. During 2024, Arax Investment Partners paid expenses on behalf of the Company related to liftout agreements. The amount totaled \$201,415 and is included in intercompany payable at December 31, 2024. The Company utilizes an advisory software platform provided by Amplify Technology, LLC ("Amplify"), an entity that is majority owned by the rollover equity holders of ATPW. Amplify charges the Company 1 BPS on assets under management utilizing its reporting and billing services. This arrangement is governed by an arm's length third-party services agreement between the Company and Amplify. Amplify charges to the company during the year ended December 31, 2024 totaled \$76,730. ATPW and Amplify also share 11 employees in key roles such as finance, compliance, and trading. ATPW pays these employees' salaries in full and is then reimbursed by Amplify pro rata based on the portion of time those employees spent providing services to Amplify. Amplify has an agreement with the Company that allows advisors to utilize Amplify's third-party money managers. Under this arrangement, third-party manager fees are calculated by Amplify, charged to client accounts by Pershing, and paid to the Company, which then remits the fees to Amplify without markup. For the year ended December 31, 2024, total passthrough fees paid to Amplify for third-party manager services amounted to \$556,997. {14}------------------------------------------------ ![](_page_14_Picture_0.jpeg) # ASHTON THOMAS SECURITIES, LLC. # OTHER INFORMATION # DECEMBER 31, 2024 # **Computation for determination of reserve requirements.** The Company operates under the exemptive provision of paragraph (K}(2}(ii) of SEC Rule 15c3-3. # **Information relating to possession or control requirements.** The Company has complied with the exemptive requirements of SEC Rule 15c3-3 and did not Maintain possession or control of any customer funds or securities as of December 31, 2024. {15}------------------------------------------------ ASHTON THOMAS SECURITIES LLC COMPUTATION OF NET CAPITAL UNDER RULE 15C3-1 OF THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 2024 c= **com f rDf runAl** | Stockholders' equity | \$56,200,698 | |--------------------------------------------------------------------------|--------------| | Subordinated notes payable | | | | 56,200,698 | | Non allowable assets | | | Deposit Account | 47,875 | | Prepaid Expenses | 23,789,600 | | Net Property and Equipment | 90,217 | | Intangible Asset | 26,040,000 | | | 49,967,692 | | Net capital before haircuts on security positions | 6,233,006 | | Haircuts on proprietary security positions | 0 | | Net Capital | 6,233,006 | | Minimum net capital requirements | 170,505 | | Excess net capital | \$6,062,501 | | Ratio of aggregate indebtedness to net capital | 41% | | Minimum net capital requirements | | | Aggregate indebtedness | \$2,557,825 | | 6-2/3% of aggregate indebtedness | \$170,505 | | Statutory minimum net capital requirement | \$50,000 | | Minimum net capital requirement (greater of 6-2/3% of aggregate | | | indebtedness or statutory minimum) | \$170,505 | | Reconciliation of net capital | | | The above computation of net capital pursuant to SEC Rule 15c3-1 | | | does not materially differ from the computation as of December 31, 2024, | | | | | included in the Company's unaudited Form X17a-5, Part IIA. {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) ![](_page_16_Picture_1.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholder of Ashton Thomas Securities, LLC We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Ashton Thomas Securities, LLC identified the following provisions of 17 C.F.R. §15c3-3(k) under which Ashton Thomas Securities, LLC claimed an exemption from 17 C.F.R. §240.15c3-3: exemption provision (2)(ii) and (2) Ashton Thomas Securities, LLC stated that they met the identified exemption provision throughout the most recent fiscal year without exception. Ashton Thomas Securities, LLC's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Ashton Thomas Securities, LLC'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)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934. Rochester, New York March 14, 2025 > RDG + Partners CPAs, PLLC 10 Winthrop Street, Rochester, **NY** 14607 \* Tel 585.673.2600 **www.1rdg.com** {17}------------------------------------------------ #### Ashton Thomas Securities, LLC. Exemption Report Ashton Thomas Securities, LLC. (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. § 240.17a-S(d)(l) and (4). To t he best of its knowledge and belief, the Company states the following: - (1) The Company claimed an exemption from 17 C.F.R § 240.15c3-3 under the following provisions of 17 C.F.R. §240.15c3-3 (k)(2)(ii}. - (2) The Company met the identified exemption provisions in 17 C.F.R. § 240.1Sc3-3(k) throughout the most recent fiscal year without exception. Ashton Thomas Securities, LLC. **1, {o~eph lA,-,i,se:(0-I** . affirm that, to my best knowledge and belief, this Exemption Report is true and correct. By: ~~~~f+-"--.:::::::::--r.~::...,,<--- -.. .... / 1tle rch 14, 2025 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.