Here is everything BCAP has done since just prior to the name change and beyond (with future updates covering the most recent events still pending):
In April the Company filed reinstatement documents with the State of Florida bringing the
corporation back to an active status.
In April the Company paid the filing fee with Pinksheets.com to allow the Company to post
current information.
In June the Company amended its Articles of Incorporation to reduce the number of
Authorized shares of its Common stock from 100 billion to 5 billion and changed the Par
value from $.00001 to $.0001.
In June the Company announced it was planning on completing a merger in a multi billion
dollar industry.
In July the Company amended its Articles of Incorporation to reduce the number of
Authorized shares of its Common stock from 5 billion to 3.5 billion shares.
In September the Company amended its Articles of Incorporation to reduce the number of
Authorized shares of its Common stock from 3.5 billion to 1.6 billion shares.
In September the Company amended its Articles of Incorporation to enact a name change to
Baron Capital Enterprise, Inc., to go effective November 1, 2011.
In September the Company announced it would be creating a Non Convertible Preferred
stock, which it will use to raise funds for the Company.
In September the Company achieved a Current Information status “PK” on
www.otcmarket.com
In September the Company formed a new wholly owned subsidiary Baron Capital Holdings,
LLC, which is the Managing Member for two other wholly owned subsidiaries; Baron
Capital Securities, LLC, Baron Capital Clearing Agency, LLC
In September the Company reached an agreement with the majority of Note holders whereby
the Note holders forgave the balance of the debt owed to them including any accrued interest.
In September the Company entered into an agreement to acquire $500,000 worth of
convertible debt in two separate public companies in exchange for 62,500 shares of its Series
AA Preferred stock.
In September the Company acquired Baron Capital Transfer and Registrar, LLC a startup
transfer agency.
In October the Company amended its Articles of Incorporation to reduce the number of
Authorized shares of its Common stock from 1.6 billion to 1.4 billion shares.
In October the Company sold its control block of 800,000 shares of Series A Preferred stock
in RightSmile, Inc, back to the Company for $200,000. The terms of the transaction state; all
payments and interest have been deferred until July of 2012 at which time RightSmile can
either pay the Company cash or elect to pay off the Note in equity.
In October the Company amended its Articles of Incorporation to increase the number of
Authorized shares of its Common stock from 1.4 billion to 2.4 billion shares.
In November the Company filed with the State of Florida to change the name of the
Company from 247MGI, Inc. to Baron Capital Enterprise, Inc.
In December the Company received notice from FINRA that the name of the Company
would be officially changed within the public markets to reflect the amendment made with
the State of Florida in November and a new ticker would be assigned (“BCAP”).
In December Baron Capital Transfer and Registrar licensed software from TS Partners, Inc to
run and operate Baron Capital Transfer and Registrar the software was installed in late
December.
In December the Company worked with programmers to design the functionality of an
“ATS” an Alternative Trading System which would be the first of its kind for debt
instruments. The Company has not begun development since it does not have a broker
dealer, which would be needed to successfully launch the system.
In January the Company issued 230,000,000 shares of its Common stock under rule 504 to
Fairhills Capital for $25,000.
In January the Company began working with two private companies and has made a few
small loans to one company.
In January Baron Capital Transfer and Registrar paid KFS Technologies $800 for an Annual
subscription fee for the Medallion Program.
In February Baron Capital Transfer and Registrar became a member of the Securities
Transfer Association (STAI.ORG).
In February Baron Capital Transfer and Registrar obtained insurance coverage from Crump
Insurance Services, Inc.
In February Baron Capital Transfer and Registrar purchased a Medallion Stamp Reader from
Hampton Technologies.
In late March the Company was able to obtain a brokerage account and has begun liquidating
a small portion of its investments within this account.
During March 2012, the Company purchased 10,000 shares of stock of an unrelated entity as
trading securities valued at the market price of $12,233. During April 2012, the Company
sold these shares for total proceeds of $11,095, recognizing a loss on sale of $1,138 during
the six months ended June 30, 2012.
In April and May the Company assigned to a third party $12,000 of convertible debt in one
entity and has received $7,200 in payment to date.
In July the Company and RightSmile, Inc. (“RIGH”) entered into a series of Amendments to
Convertible Notes dated between January 2010 and January 2012. The parties agreed to
exchange approximately $213,000 in aged debt earning interest at 18% per annum for
750,000,000 free trading shares of RIGH. The parties further agreed to amend the terms of
the remaining loans entered into in 2012 totaling less the $40,000, which would reduce the
conversion rate to 25% of the average closing bid price for the previous 10 trading days or
RIGH has the ability to pay the loan in cash prior to conversion. The Note dated October 18,
2011 for $200,000, the parties agreed to forgive all accrued interest and give RIGH the ability
to pay the loan back in cash prior to conversion. Currently the parties are working on an
agreement to extend the Note due on October 18, 2012 until January 18, 2013 in exchange for
the Company receiving a lump sum cash payment on that date.
In July the Company assigned the available debt in RIGH convertible to a third party for
$75,000, but because the RIGH was not able to file its financials and restore the entity to a
“Limited Information” until recently. The proceeds of the sale have not been recorded as of
this filing. This was done because of the cost of depositing and executing transactions
because of the Chill Status from DTC.
In September the Company retained the services of Broadridge Financial Solutions, Inc. to
complete a mailing and count for a shareholder Consent to Restate the Articles of
Incorporation and Amend the Corporate By-Laws restricting the Company from increasing
the Authorized shares or performing a Reverse Split on the Common stock until July 1, 2014,
as of this filing the ballots are still being tallied.
In September the Company acquired majority control of a private entity with 45 existing
shareholders. The entity has 25 million shares authorized and Baron plans to complete a small
equity raise and file an S-1 registration to register no more then Ten million (10,000,000)
shares that will be sold with a floor of $.25 per share. After the equity raise Baron will
maintain its majority ownership of the entity. The shareholders of Baron who participated in
the bridge loans will receive their investments back and equity in the new entity. The
purpose of the new entity is to raise capital after the entity completes its S-1 filing at much
higher levels with limited dilution to the entity. The funds will be used to purchase operating
brokerage firms and operating transfer agency services. Since Baron will own over 50% of
the new entity the financials will be consolidated and shareholders of Baron will benefit from
the operations of its subsidiaries. The new entity will have strict restrictions on
management’s ability to increase the Authorized shares or perform a reverse split.
In September the Company executed an LOI to purchase an operational stock transfer
company to be merged into its new subsidiary. The Company anticipates closing the
transaction near the end of October 2012. The terms are for cash and equity in the new entity.
This acquisition helps bridge some gaps the Company has had in operating its transfer agency
such as personnel with operational experience, compliance knowledge, and standard
operating procedures in place. As part of the acquisition current management will remain and
relocate to Florida once the S-1 goes effective. The name of transfer agency will change to
“Baron Capital Transfer and Registrar” after the relocation takes place at which time an
application to DTC to be part of the FAST program will be made.
In September the Company entered into an agreement to transfer ownership in a few domain
names and websites controlled by the Company in exchange for the return of 63,000 shares of
the Company’s Preferred Series AA. The Preferred was issued last year in exchange for the
debt purchased in RightSmile, Inc. and Trans Global Group, Inc. with the return of the 63,000
shares of Series AA Preferred. This will eliminate the conversion of the 63,000 shares of
Series AA into 630,000,000 million shares of Common stock after July 1, 2014.
In September the Company’s consultant as of the date of this filing has delivered to the
Company’s auditors revised fiscal years 2007, 2008, 2009, and 2010 the delivery of 2011 is
expected to be completed within the coming days. Starting with this report moving forward
all reports will be prepared by our consultant for review by the Company and the auditors
after the prior years audits are complete. We will engage our counsel to begin preparing the
S-1 filing in October which we should have filed prior to the end of 2012. Once the S-1 has
been filed Baron will become a volunteer filer with the SEC until the S-1 is approved.
In September the Company acquired a second private entity with 45 shareholders to be used
with a client the Company is close to securing.
(BCAP will need to update shareholders on the events since this point)
AI
