Baron Capital Enterprise Inc (BCAP)

[JDs Stocks]

TOFS - Overview (Update)

Original TOFS Overview

Company Information

Baron Capital Enterprise

News

Pinksheets

Current Share Structure per OTCMarkets.com

AS: 1,400,000,000 as of 10/04/11
OS: 1,294,022,614 as of 10/07/11
Float: 927,022,615 as of 8/11/11

TOFS is still a speculative RM play (Company Overview)

Currently incorporated in Florida as Baron Capital Enterprise, Inc., TOFS has been a non-reporting public shell for the last several years. It has had several iterations since its inception as Thrift Management, Inc. in 1991. It has also had two share restructurings via RS (decreased by 1 for 10 split in 2003, and decreased by 1 for 100 split in 2006).

Matthew P. Dwyer, CEO of Baron Capital Enterprise, Inc., has been preparing TOFS for the RM process the past several months. The company has reduced the AS and OS, settled liabilities, and filed the necessary financial reports and other documentation to bring the company current.

In September the Company filed a name change Amendment with the State of Florida to take effect November 1, 2011 to officially change the name of the Company to Baron Capital Enterprise, Inc. The Company is currently on track to complete the name, ticker, and CUSIP # change by November 1st; however, the CEO stated on Baron Capital's Blog that he would not be surprised if it was delayed a week or two, max, simply due to the amount of work and documents needed to be filed, and the legal opinion needed for the new CUSIP # so the Company doesn’t get a “Chill” placed on the new CUSIP #.

On September 28th Baron Capital Enterprise, Inc. through its wholly owned subsidiary Baron Capital Holdings, LLC, officially completed the acquisition of Baron Capital Transfer and Registrar, LLC, a stock Transfer Agency registered with the SEC. According to the CEO, the Transfer Agency is expected to be fully operational and begin generating revenue toward the end of October.

Baron Capital Enterprise, Inc. is currently converting several hundred thousand dollars of aged convertible debt, and using the proceeds to finance other operations and acquisitions.

The Company plans on purchasing two separate Brokerage Firms in the future, one for retail investors, and one for trading and clearing securities. The CEO has been doing extensive research to find suitable candidates that will fill these spots; although, he admitted it has been difficult to find proper suitors because there are so many requirements that go into buying a firm: licensed personnel, regulatory approval, and a firm that meets all your needs (almost impossible). He also stated via a Blog response, "You also look to see the last time they amended their charter with FINRA, maybe they can go before a them and request the changes you want prior to purchasing the firm. Once the firm is purchased the new owners will not be able to make any changes for 12-24 months. So as you can see this is not as simple as finding a company entering into a purchase agreement and off you go."

The Company also plans, at some point in the future, on purchasing a small 1 or 2 branch Federally Chartered Bank which will be the last part of the Company to become active.

Over the next year Baron Capital Enterprise, Inc. plans on registering with the SEC to act as a clearing agency to help offer companies an alternative to DTCC as well as create a secondary market place for companies to trade. These ventures will take time to complete, but will truly make Baron Capital a “one stop shop.”

The CEO plans on eventually moving the stock to a higher exchange. He stated on the Baron Capital Blog that the Company will begin preparing the S-1 this quarter and file it after the end of the fiscal year. This will allow the Company to increase its cash position and reduce its liabilities so it does not get a “going concern” paragraph from its auditors.

According to the CEO, Baron Capital Enterprise, Inc. shall be profitable during the fourth quarter of 2011 and should have projected revenue of over $10 million for fiscal 2012 from the investment division alone, not including fees generated from the Transfer Agency or any of its brokerage services.

Positive third quarter Financials are expected to be posted between now and November 1st. The October 5th PR purported that the third quarter which ended September 30th has brought tremendous changes to the balance sheet of the Company. The total Liabilities will show a reduction of over 40%, while the Assets of the Company will increase by over 10 fold. This will be the first time in 8 years the Company’s Assets will exceed its Liabilities.

A Conference Call will be held on Wednesday, October 26th at 12:30pm ET to address shareholder questions per the October 14th PR.

Conference Call Info:
Dial-in number: [phone]
Access code: 239084#

Baron Capital Enterprise Corporate Structure

The following is what I assume the company’s corporate structure will be once everything is up and running:

Baron Capital Enterprise BREAKDOWN:

Baron Capital Enterprise on Sunbiz.org

Baron Capital Holdings on Sunbiz.org

Baron Capital Bank on Sunbiz.org (awaiting an updated filing) CEO's response to my question on the Blog about the Bank: "Yes, the State requires you to submit documentation for a full license to obtain a corporation with the word "Bank" we simply wanted to acquire the name as the bank will be the last part of the Company to become active. We will seek to purchase a small 1 or 2 branch Federally chartered bank this way we can cut down the time to obtain a new charter from the Government."

Baron Capital Securities on Sunbiz.org

Baron Capital Clearing Agency on Sunbiz.org

Baron Capital Transfer & Registrar on Sunbiz.org

Baron Capital Broker (awaiting information)

Upcoming Events

Soon: Real Time Level II Quotes on the Investors page per Blog news

Soon: The Transfer Agency will go online and become fully operational with clients lined up per CEO's Blog response (sixth answer down) and September 28th PR

10/26/11: Conference Call per October 14th PR

10/26/11: The last payment to Dr. Peskin will be made thereby allowing a release of lien to be filed with the court house in Broward County putting an end to this matter per October 5th PR

10/26/11 - 11/1/11: Financials released per October 20th PR

11/1/11 - Soon thereafter: DTC Security position reports posted to the company's website per October 3rd PR

11/1/11 - Soon thereafter: Name, Ticker, and CUSIP change per September 28th PR

Baron Capital Blog (Q & A) Compilation

For a comprehensive list of answers provided by CEO Matt Dwyer to questions asked by shareholders/potential investors, please review TOFS post # 64156.

Technical Analysis

While I feel the upcoming events are going to dictate SP direction and movement, I think the charts are still worth looking at.

Daily Annotated Chart:
TOFS has been adhering to a Sideways Trading Channel known as a "Rectangle" on the Daily Chart for the past five months (1). There is currently a Bearish Price Channel within the Rectangle (1). The Bearish Price Channel reflects negative market sentiment and selling; however, the Rectangle is generally a continuation pattern. In this case the initial trend was positive. So I would ultimately expect a new positive trend to take over again. Also note the decrease in in Volume the past five weeks, while the SP has actually increased the past two weeks (1). I believe this is a positive sign. If there's a surge in volume, the SP could really take off.


The Parabolic SAR is about to flip, which is usually considered a buy signal (2a). The Bollinger Bands are starting to pinch now, indicating a potential substantial SP move either way (2b).


Weekly Annotated Chart:
Despite the recent drop in SP, TOFS has maintained an uptrend on the Weekly Chart for the entire year, thus far (3). It appears the SP has just bounced off the trend line, and is hovering around the 50WMA (3). The STO, which is a leading indicator, seems like it may turn up and come out of oversold territory soon (3).


My conclusion: Although TOFS is still a speculative RM play, I feel it is worth the risk given its potential to run several hundred to several thousand percent from its current price @ .0009. The issuance of positive financials, an informative Conference Call, and the name, ticker, and CUSIP # change should vastly improve the current SP. Everyone interested in TOFS should focus on these events in relation to the SP.

All the best,

J.D.