# BOLTON SECURITIES CORPORATION X-17A-5 (2026-02-27) — Broker-dealer annual report - Company: BOLTON SECURITIES CORPORATION - Form: X-17A-5 - Filed: 2026-02-27 - Period: 2025-12-31 - Accession: 0001457457-26-000002 - CIK: 1457457 - File #: 8-68187 - Type: Broker-dealer - Material weakness: No - Auditor: DeMarco Sciaccotta Wilkens & Dunleavy, LLP - Auditor location: Frankfort, IL - Contact: Steven Tarpey - Phone: 9782965540 - Signed by: Steven Tarpey (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1457457/000145745726000002/Public26.pdf --- {0}------------------------------------------------ #### STATEMENT OF FINANCIAL CONDITION AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DECEMBER 31, 2025 {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 > SEC FILE NUMBER 68187 MM/DD/YY # **ANNUAL REPORTS FORM X-17A-5 PART Ill** **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 **Q 1/01/2025** AND ENDING **12/31/2025** MM/DD/YY **A. REGISTRANT IDENTIFICATION** # NAME OF FIRM: Bolton Securities Corporation TYPE OF REGISTRANT (check all applicable boxes): [el Broker-dealer □ Security-based swap dealer □ 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.) | 579 Main Street | | | | |-----------------|--|--|--| |-----------------|--|--|--| | (No. and Street) | | | |--------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | MA | | 01740 | | (State) | | (Zip Code) | | | | | | | | starpey@boltong lobal .com | | | (Email Address) | | | | | | | | | | | | | | | Frankfort | IL | 60423 | | (City) | (State) | (Zip Code) | | | 5376 | | | | | (PCAOB Registration Number, if applicable) I | | 20646 Abbey Woods Ct. N, Ste. 201
mate of Registration with PCAOB)(if applicable) | PERSON TO CONTACT WITH REGARD TO THIS FILING
(978) 296-5540
(Area Code - Telephone Number) | B. ACCOUNTANT IDENTIFICATION
INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
DeMarco Sciaccotta Wilkens & Dunleavy, LLP
(Name -if individual, state last, first, and middle name) | **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 0MB control number.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** I, Steven Tarpey swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Bolton Securities Corporatlon as of 12/31 205,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. ![](_page_2_Figure_4.jpeg) **Signatu��** « *CE0* - filing **contains (check all applicable boxes):** @ (a) Statement of financial condition. - - **!ii** (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 5 210.1-02 of Regulation S-X). - □ (d) Statement of cash flows. - □ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (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. - □ 0) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - 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 § 240.15c3-3. - □ (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. - □ (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. - � (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 report or financial statements under 17 CFR 240.17a-S, 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-S 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 240.15c3-1e 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). □ (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.* {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM #### Board of Directors Bolton Securities Corporation #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Bolton Securities Corporation (the "Company") as of December 31, 2025, 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 Bolton Securities Corporation as of December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'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 the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial 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 Bolton Securities Corporation's auditor since 2014. Frankfort, Illinois February 23, 2026 {4}------------------------------------------------ #### STATEMENT OF FINANCIAL CONDITION #### DECEMBER 31, 2025 #### ASSETS | Cash and cash equivalents | \$ 3,103,808 | |---------------------------|--------------| | Receivables - other | 1,576 | | Prepaid expenses | 3,444 | TOTAL ASSETS #### \$ 3,108,828 #### LIABILITIES AND STOCKHOLDER'S EQUITY | LIABILITIES | | |--------------------------------------------------------------------------------------------------------------------|---------------| | Accounts payable and accrued expenses | 78,904
\$ | | Accounts payable - related party | 276,399 | | Deferred revenue | 47,475 | | Total Liabilities | 402,778
\$ | | | | | STOCKHOLDER'S EQUITY
Common stock,
\$.01 par value;
authorized
3,000 shares;
issued and outstanding | | | 100 shares | 1
\$ | | Additional paid in capital | 28,920 | | Retained earnings | 2,677,129 | | | | | Total Stockholder's Equity | \$ 2,706,050 | | TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY | \$ 3,108,828 | The accompanying notes are an integral part of this financial statement. {5}------------------------------------------------ #### NOTES TO STATEMENT OF FINANCIAL CONDITION ## YEAR ENDED DECEMBER 31, 2025 #### NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization - Bolton Securities Corporation (the "Company") is located in Bolton, Massachusetts. The Company is a dually registered broker-dealer and investment advisor conducting business on a fully disclosed basis over a network of independent advisors. The Company, through its independent financial advisors, offers investment advice to its investment clients. The Company is registered with the Securities and Exchange Commission (SEC) and is an introducing broker subject to the rules of the Commodity Futures Trading Commission (CFTC), and is a member of the Financial Industry Regulatory Authority (FINRA), the National Futures Association (NFA), and the Securities Investors Protection Corporation (SIPC). Basis of Presentation - The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (GAAP). Recognition of Revenue - The Company follows the revenue recognition guidance that 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 the performance obligation. Revenues are recognized in accordance with the accounting guidance when persuasive evidence of an arrangement exists, the performance obligation has been met, the fee is fixed or determinable, and collection is reasonably assured. Significant Judgments - The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Fee-based revenues - Fee-based revenues primarily consist of portfolio service fees that are derived from accounts that charge an annual fee based on net asset value (generally billed quarterly in advance based on prior quarter asset values and recognized over the quarterly period). {6}------------------------------------------------ ## NOTES TO STATEMENT OF FINANCIAL CONDITION ## YEAR ENDED DECEMBER 31, 2025 # NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - *(Continued)* Receivables and Credit Losses - The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with F ASB ASC 326-20, Financial Instruments --Credit Losses. F ASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account on the balance sheet that adjusts the asset's amortized cost basis. Changes in the allowance for credit losses are reported in credit loss expense, if applicable. The Company estimates expected credit losses over the life of the financial assets as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. In the opinion of management at December 31, 2025, all accounts receivables were considered collectible and no allowance for credit losses was necessary. Cash Equivalents - For purposes of the Statement of Cash Flows, the Company has defined cash equivalents as highly liquid investments, with original maturities of less than three months that are not held for sale in the ordinary course of business. Concentrations of Credit Risk - The Company is engaged in various brokerage activities in which the counterparties primarily include broker/dealers, banks, other financial institutions and the Company's own customers. In the event the counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company's policy to review, as necessary, the credit standing of each counterparty. In addition, most of the Company's cash is on deposit at two financial institutions and the balance at times may exceed the federally insured limit. The Company believes it is not exposed to any significant credit risk to cash. Leases - The Company recognizes and measures leases in accordance with F ASB ASC 842, *Leases.* This requires the recognition of lease assets and lease liabilities on the balance sheet related to the rights and obligations created by lease agreements, including those leases classified as operating leases under previous GAAP, along with the disclosure of key information about leasing arrangements. The Company has elected not to recognize leases with terms of 12 months or less, unless there is reasonable expectation the agreement will be renewed. {7}------------------------------------------------ ### NOTES TO STATEMENT OF FINANCIAL CONDITION ## YEAR ENDED DECEMBER 31, 2025 ## NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - *(Continued)* Estimates - The preparation of financial statements in conformity with GAAP 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Single Reportable Segment - The Company is engaged in a single line of business as a securities broker-dealer and investment advisor, which is comprised of account supervision and investment advisory services. The Company has identified its President as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 3), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. #### NOTE 2- RELATED PARTIES The Company pays monthly management fees to Bolton Capital Group, Inc. (BCG), a related entity through common ownership, under a management contract. The fees provide compensation for supervisory responsibilities, and for any operational and overhead expenses incurred in connection with the Company's broker/dealer business. During 2025, supervisory and overhead costs incurred under this arrangement totaled \$4,882,305, of which \$273,327 was payable at December 31, 2025. The Company records fee-based revenue and the related commission expense via a book entry with Bolton Global Capital, Inc. (BGC), a related broker-dealer indirectly owned by the sole stockholder of the Company. At December 31, 2025, the Company recorded \$50,971,160 of fee-based revenue and \$44,897,372 of commission expense from BGC. As of December 31, 2025, the Company owed \$3,072 to BGC. The Company subleases office space from BGC for a monthly fee of\$56,000. The agreement shall renew automatically on an annual basis unless terminated by mutual agreement by both parties. For the year ended December 31, 2025, the Company paid \$672,000 for this sublease, which is included in occupancy on the Statement of Operations (See note 8). {8}------------------------------------------------ #### NOTES TO STATEMENT OF FINANCIAL CONDITION #### YEAR ENDED DECEMBER 31, 2025 #### NOTE 3 - NET CAPITAL REQUIREMENTS As a registered broker/dealer and member ofFINRA, the Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1 ), 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 1500%. At December 31, 2025, the Company's net capital and required net capital were \$2,641,964 and \$50,000, respectively. The ratio of aggregate indebtedness to net capital was 15%. #### NOTE 4 - INCOME TAXES The Company is taxed as a C Corporation status for income tax purposes. For the year ended December 31, 2025, the current components of the income tax expense from continuing operations are as follows: | | Current | Deferred | Total | |-----------------|-----------|----------|-----------| | Federal | \$228,217 | \$ -0- | \$228,217 | | State and Local | \$ 72,341 | \$ -0- | \$ 72,341 | | Total | \$300,558 | \$ -0- | \$300,558 | For the year ended December 31, 2025, the Company's domestic income before income taxes was \$1,134,749. The Company does not have income from foreign sources and therefore does not have any foreign income tax. A reconciliation of the difference between the expected income tax expense computed at the U.S. statutory income tax rate and the Company's income tax expense is shown in the following table: | | Amount | Percent | |-------------------------------------------------|---------------|---------| | U.S. Federal Statutory Tax Rate | (a) \$228,217 | 21.00% | | State and Local Income Taxes, Net (b) \$ 72,341 | | 5.49% | | Effective Tax Rate | \$300,558 | 26.49% | - (a) Federal taxes are calculated on net income after state tax expense. - (b) State and local income taxes are computed after apportionment to state and local taxing authorities. The Company accounts for any potential interest or penalties related to possible future liabilities for unrecognized income tax benefits as other expense. {9}------------------------------------------------ ### NOTES TO STATEMENT OF FINANCIAL CONDITION ### YEAR ENDED DECEMBER 31, 2025 # NOTE 4 - INCOME TAXES - *(Continued)* The Company has no deferred tax assets or liabilities as of December 31, 2025. For the year ended December 31, 2025, the Company made payments related to the following jurisdictions: | Federal | \$228,217 | |------------------|-------------| | State and Local: | | | Massachusetts | \$11,411 | | Florida | \$47,540 | | New York | \$
8,809 | | Maine | \$
4581 | | Total | \$ 72,341 | The Company is no longer subject to examination by tax authorities for federal, state or local income taxes for periods before 2022. ### NOTE 5 - BUSINESS CONCENTRATIONS The Company had approximately 65 registered investment advisor affiliations during 2025. One of those advisors was responsible for 13% of the Company's revenue volume during the year ending December 31, 2025. ## NOTE 6- OFF-BALANCE SHEET RISK AND CLEARING AGREEMENTS In order to facilitate securities transactions, the Company has an agreement with a broker/dealer (Clearing Broker/dealer). When effective, the Company will forward (introduce) customer securities transactions to the Clearing Broker/dealer, fully disclosing the customer name and other information. The processing and, if applicable, any financing pertaining to the introduced transactions would be performed by the Clearing Broker/dealer. The customers' accounts would be maintained and recorded in the books and records of the Clearing Broker/dealer on the Company's behalf. ### NOTE 7 - REVENUE FROM CONTRACTS WITH CUSTOMERS In regard to ASC Topic 606, revenue has been disaggregated on the Statement of Operations. No further disaggregation is warranted for the year ended December 31, 2025. ## NOTE 8 - LEASE COMMITMENT The Company leases office space from a related party on an annual basis. The lease automatically renews unless terminated by both parties (See Note 2). {10}------------------------------------------------ ### NOTES TO STATEMENT OF FINANCIAL CONDITION # YEAR ENDED DECEMBER 31, 2025 ### NOTE 9--CONTINGENCIES During 2025, the Company was involved in various claims and lawsuits, arising in the normal course of business. Management believes that any financial responsibilities that may be incurred in the ultimate resolution of these matters will not have a material adverse effect on the Company's financial position or results of operations. ### NOTEl0-SUBSEQUENTEVENTS The Company has evaluated subsequent events for potential recognition and/or disclosure through the date the financial statements were issued, noting none. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.