BLUE SKY BREAKOUT

[~ Blue ~]

BCAP~ profitable, 50% share BUY BACK.. Updated DD

BCAP~ Baron Capital Has Been Upgraded to OTCPINK

FT. LAUDERDALE, Fla. / ACCESSWIRE / August 05, 2014 / Baron Capital Enterprises, Inc. (OTCPK: BCAP) is pleased to announce the "Caveat Emptor" status has been removed from the Company and it has been upgraded to OTCPINK Current status.

Baron through its filings has brought is shareholders current up through June 30, 2014 and would like to take this time to layout the Company's objectives for the last 6 months of 2014.

Baron should have several hundred thousand dollars in its coffers to grow the business during the last 6 months of 2014 generated from the equity it currently holds and is entitled to receive.

The Company will allocate the use of those funds as follows:

1. To pay down debt and strengthen Baron's balance sheet.

2. To retain the new auditor and complete an audit for 2012 through June of 2014.

3. To audit the 2 shell companies Baron owns and to file a Form 10 for each.

4. To move transfer agents.

5. To create a new website.

6. To establish a corporate headquarters.

7. To pay for legal services for various matters which should yield beneficial outcomes for the Company.

8. Put the proper D&O insurance in place to attract new Officers and Directors.

9. Generate new business.

Baron should close 2014 on deals for its two shells with the goal of having one if not both of them trading before the year is out. Baron will use the money generated to fund operations for next year with a goal to complete 4 new deals prior to the end of 2015 and 6 deals for 2016.

As the Company collects it's fees on the new deals moving forward Baron should have more working capital and therefore the Company can work on bigger and better deals.

The Company has removed the Special Provision within the Bylaws of the Corporation as voted and agreed to by a majority of the shareholders in 2012. Baron has not issued a single share of Common or Preferred since January of 2012 and currently has no plans or need to increase either the Authorized or the Outstanding share count.

Once the new Board is created a plan will be presented to eliminate the Preferred without converting any of the Preferred stock, but will entail the Company buying some of the Preferred and buying back half of the current float over a period of time.

Baron will continue to use newswire services, but will also begin taking advantage of social media outlets and its own website to disseminate news on the Company.


Contact:

Matt Dwyer

[e-mail]

954-623-3209

SOURCE: Baron Capital Enterprises, Inc

http://online.wsj.com/article/PR-CO-20140805-907612.html

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1) BCAP~ Baron Capital was created to service small-cap markets, valued at over $100 billion dollars through the OTC market on an annual basis, but Wall Street is backing away.

Over the past several years, regulatory changes that were meant to help protect investors have caused small-cap companies to hit a wall when attempting to raise capital.

Specialties

The new and ongoing stumbling block has been the regulation placed on the small-cap market in general. Through these obstacles millions of dollars have been lost attempting to get certificates cleared, and the problems have become more serious since the fall of 2009.

Baron Capital, through its wholly owned subsidiaries, will create a “one stop shop” for small-cap companies and investors to use the public markets to raise capital and trade the stocks of companies at this market level.

https://www.linkedin.com/pub/baron-capital/3a/aa2/232
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2) BCAP Share Structure AS OF JULY 17, 2014: MAXED OUT!!

Shares Outstanding 2,362,355,947

Float 2,362,355,947

Authorized Shares 2,400,000,000

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123565
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AFTER BUY BACK FLOAT WILL DECREASE TO 1.18 BILLION, 50% REDUCTION
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3) BCAP~ NO REVERSE SPLIT and NO PLAN TO INCREASE SHARES

The Company does not have any current plans to increase the share structure or effect any reverse split on its Common stock.
As long as the Company is able to collect its fees the Company will have sufficient to operate the and grow its core business.

Page 3

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123567

Baron has not issued a single share of Common or Preferred since January of 2012 and currently has no plans or need to increase either the Authorized or the Outstanding share count.

http://online.wsj.com/article/PR-CO-20140805-907612.html
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The Preferred shares will be 100% eliminated: IT MEANS NO CONVERSION

The Company will have no Preferred shares by the time the Company seeks to uplist. The Preferred will be 100% eliminated from the Articles of Incorporation along with a provision preventing the creation of any new Preferred unless a majority of 75% of the outstanding voting shares of Company agree to the measure.

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123567
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4) BCAP~~ owns 2 SHELL COMPANIES~~

Baron owns two shell companies it purchased in 2012 and has looked at several deals for both entities over the past 2 years and believes it will be able to secure a deal for each during this fiscal quarter.

Each entity will be audited and a Form 10 filed so it will begin trading directly on the OTCQB.

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123567

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5) BCAP served and financed 3 public companies: RIGH, TGGI, CYBK.

During February 2013 the Company and Cyber Kiosk Solutions, Inc ("CYBK") agreed to mutually terminate the consulting agreement we had entered into in October of 2012. The final modified agreement calls for a payment of $330,000 or Baron can elect to convert the $330,000 into equity of CYBK, which Baron has elected to do and CYBK has been notified of that. In February Baron received 1,400,000 shares of CYBK from a former Director of the company as payment for a Consulting Agreement entered into in November of 2012. Baron sold the majority of these shares in 2013 and the balance in the 1st quarter of 2014.
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Beginning in June of 2014 Baron began assisting Trans Global Group, Inc.("TGG") the company became current during the fourth quarter of last year. Baron has reworked its debt listed on the books of TGGI and written off a portion of the debt and all of the accrued interest to assist TGGI in bringing in quality companies with solid management.

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Baron and RightSmile ("RIGH") have entered in to a series of Amendments
regarding Baron's debt owed from RightSmile. The last Amendment
executed on October 16, 2012 was to extend the payment on the $200,000 Note owed against the Purchase of 800,000 shares of Preferred that had been issued in March of 2011. The final Amendment stated the Note for $200,000 had a maturity date of January 18, 2013 and earned interest at the rate of 18%. Baron
gave a cash discount option to RightSmile that would have allowed
them to pay Baron only $150,000 for the Note on January 18, 2013, but if the payment was not made then the interest would accrue from the beginning of the Note (October 18, 2011) and the conversion feature was restored at a 70% discount and RightSmiles till maintained the ability to pay off each conversion (all documents supporting this are attached at the end of this disclosure).

Baron has repeatedly sent requests to RightSmile since January 18, 2013 and has been told the company has no money and does not have the ability to issue more shares to Baron.

Baron will reflect the balance owed including the earned and unpaid interest since October 18, 2011 within its financials. Baron shall also seek to collect the 800,000 shares it sold RightSmile in its share reduction prior to the transaction with BG MedTech, and all write offs and revisions to other loans
reinstated.


http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123567

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6) BCAP posted NET PROFIT last 2.5 years.

End of 2012 Net Income $173,109.71

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123838

End of 2013 Net Income $45,757.61

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123842

End of June 30, 2014 Net Income $195.83

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123844

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BCAP is the only sub penny stock that posted
NET PROFIT LAST 3 YEARS CONSEQUENTLY
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7) BCAP~~ MERGE AND 1 MILLION DOLLARS REVENUE: AGREEMENT AT Q3, 2104 STAY TUNED!!!

"...Since March of 2014 $BCAP has been working with a group to merge an operating company generating over $1 million annually into one of its shell companies. They are in the process of getting the company audited which is a prerequisite to close, and a closing is anticipated this quarter. ..."

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123844
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8) BCAP expanding board members before uplisting to OTCQB

"...Prior to an OTCQB uplisting, Baron plans to expand its Board and has had discussions with two potential members along with additional staff to ensure the Company has the ability to maximize returns on its investments. At this same time with an expanded Board in place, a method shall be effected to cancel the remaining Preferred shares and remove all series of Preferred shares from the Article of Incorporation. A special provision shall be added to the Bylaws mandating that no less than 75% of the Outstanding Common stock must vote to approve any new Preferred Series, and must vote to approve the Rights and Preferences of the Preferred. ..."

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123844
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9) Spencer Edwards will help $BCAP for up-listing to OTCQB

"...Baron Capital has met with a new auditor which will be retained in August to audit 2012, 2013 and the first six months of 2014. Once that is done the Company has a few ways to achieve an OTCQB listing and will examine its options and chose the one that will give the Company and its shareholders the path of least resistance to achieving this listing. Prior to an OTCQB uplisting, Baron plans to expand its Board and has had discussions with two potential members along with additional staff to ensure the Company has the ability to maximize returns on its investments. At this same time with an expanded Board in place, a method shall be effected to cancel the remaining Preferred shares and remove all series of Preferred shares from the Article of Incorporation. A special provision shall be added to the Bylaws mandating that no less than 75% of the Outstanding Common stock must vote to approve any new Preferred Series, and must vote to approve the Rights and Preferences of the Preferred. ..."

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123844

"...Spencer Edwards as a market maker is qualified to file form 211 under Rule 15c2-11 to allow a company’s securities to trade on public markets.

Securities and Exchange Act of 1934 (“Exchange Act”) Rule 15c2-11 governs the submission and publication of quotations by brokers and dealers for certain non-NASDAQ over-the-counter equity securities. Specifically, the rule applies to a broker/dealer’s initiation or resumption of quotations for such securities in any inter-dealer quotation medium, including the OTC Bulletin Board and the Pink Sheets. Pursuant to the rule, brokers and dealers are required to review and maintain specified information about the issuer of the security before publishing a quotation for that security.

SEC Rule 15c2-11 was designed to allow non-reporting public company’s securities to be quoted on NASDAQ’s Over-the-Counter Bulletin Board (“OTCBB”) by filing certain required disclosures through a FINRA member Market Maker. To be eligible for a quotation of its securities, the company’s market maker must file a Form 211 with FINRA and the company must have sufficient free trading stock in its public float to satisfy Rule 15c2-11.

Companies seeking to obtain a quote on the NASDAQ OTCBB are required to file reports with the SEC. Under Section 15 of the Securities Exchange Act of 1934 (the “Act”), as amended, a company who has filed a registered offering with the SEC, such as an SB-1 or SB-2 registration statement, is required to file reports for one year. A company which files a Form 10 or Form 10SB (for small business issuers) becomes a reporting company under Section 12g of the Act and must file reports...."

https://spenceredwards.com/

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10) New $BCAP IPO to be announced shortly:

"...Baron Capital does not have an obstacle engaging new clients. ... In 2012 Baron purchased two shell companies and sought to find qualified operating companies to merge into the shells. Baron will retain a piece of the company and enter into a two year consulting agreement with the client paying the company a monthly retainer and stock options.


Since March of 2014 Baron has been working with a group to merge an operating company generating over $1 million annually into one of its shell companies. They are in the process of getting the company audited which is a prerequisite to close, and a closing is anticipated this quarter. ..."

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123844
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11) Lots more revenue to come with regular cash flow and long-term investment potential:

"...$BCAP has decided to focus for now on two key parts that are synergistic in servicing the needs of its target clients. These parts are a bank and brokerage firm. Baron Capital was setup to service small cap companies looking to go public as well as existing public companies. Currently Baron has been able to assist a handful of companies with loans and/or consulting services. ... $BCAP as part of refining its core business will require all new clients to enter into a two-year non-cancelable consulting agreement paying the company a monthly retainer and quarterly stock options..."

https://www.otciq.com/otciq/ajax/showFinancialReportById.pdf?id=123844
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12) UPCOMING NEWS and UPDATES

1. To pay down debt and strengthen Baron's balance sheet.

2. To retain the new auditor and complete an audit for 2012 through June of 2014.

3. UPLISTING TO OTCQB

4. To audit the 2 shell companies Baron owns and to file a Form 10 for each.

5. To move transfer agents.

6. To create a new website.

7. To establish a corporate headquarters.

8. To pay for legal services for various matters which should yield beneficial outcomes for the Company.

9. Put the proper D&O insurance in place to attract new Officers and Directors.

10. Generate new business.


http://online.wsj.com/article/PR-CO-20140805-907612.html
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13) BCAP CEO Matthew Dwyer worked on Wall Street

For the past 13 years Baron Capital Enterprise has been the brainchild of Matthew Dwyer, our CEO, who started his career on Wall Street 26 years ago working for Donaldson Lufkin and Jenrette in Manhattan. In the family tradition, Mr. Dwyer went to work on Wall Street following in his father's footsteps as well as his grandfather’s, who worked on Wall Street during the Great Depression.

Through these years various versions of the company have been successfully developed and deployed. As with any business, trial and error always exists, that is, until you find the perfect scenario. The concept of Baron Capital has been tweaked, while some parts were applied to real world application. Those applications, although well-conceived, wouldn’t produce the amount of capital needed to sustain a public company.

For the past two years, Mr. Dwyer has been buying and selling debt, private placements, judgments, development stage companies, and funding private entities. This has been extremely profitable with high margins, low overhead, and no inventory worries, all without being labor intensive.

The new and ongoing stumbling block has been the regulation placed on the small-cap market in general. Through these obstacles millions of dollars have been lost attempting to get certificates cleared, and the problems have become more serious since the fall of 2009.

Baron Capital, through its wholly owned subsidiaries, will create a “one stop shop” for small-cap companies and investors to use the public markets to raise capital and trade the stocks of companies at this market level.

Baron Capital will grow and change within this new environment from which it must develop, but as it prospers, so will the opportunities for investors and companies.

http://equijohn.blogspot.ca/2013/12/bcap-for-past-13-years-baron-capital.html
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14) B.Legal/Disciplinary History. Names of Officers, Directors, and Control Persons: Matthew Dwyer -Sole Officer and Director

. Please identify whether any of the foregoing persons have, in the last five years, been the subject of:

1.A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

None

2.The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined,
barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;

None

3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities
regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or

None

4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person’s involvement in any type of business or securities activities.

None

http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123565
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15) BCAP Contact Info

Address of the issuer’s principal executive offices
Company Headquarters

Address 1:
515 E Las Olas Blvd

Address 2:
Suite 120

Address 3:
Fort Lauderdale, FL 33301
Phone: [phone]
Email:
[e-mail]
Website(s):
www.baroncapitalenterprise.com
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To Sum Up, From BCAP filings and NEWS

1) 50% of float 1.18 billion shares BUY BACK

2) NO REVERSE SPLIT

3) PREFERRED SHARES WILL BE ELIMINATED 100%: NO CONVERSION

4) THE COMPANY MAKES MONEY FROM FINANCING SMALL CAP COMPANIES: RIGH, TGGI, CYBK

CASH INCREASED 267% DURING Q2 2014.. PLUS THE COMPANY HAS TRADABLE SECURITIES

5) THE COMPANY OWNS 2 SHELL COMPANIES. ANOTHER huge CASH SOURCE FOR THE COMPANY.

6) BCAP posted NET PROFIT last 3 years.

BCAP~ 2012 NET PROFIT: $173,109 http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123842

BCAP 2013 NET PROFIT: $45,757 http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123842

BCAP End of June 30, 2014: $195.83 http://www.otcmarkets.com/financialReportViewer?symbol=BCAP&id=123844

BCAP IS THE ONLY 000 STOCK POSTED NET PROFIT LAST 3 YEARS CONSEQUENTLY

7) Expecting new IPO during Q3, 1 million dollars revenue source

8) Uplisting to OTCQB

This is my DD. Read, check filings and make your own DD.

~Blue~