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Update · July 2, 2026 · Plain-language edition

The BJC translation

CONFIRMED

This is the plain-language edition of Going-concern distress on BAM’s own numbers, a clean opinion anyway. Same facts, same grades, none of the case citations, and nothing collapsed or hidden in boxes. Every claim below is stated again on the cited edition with its full legal sourcing attached.

Nothing on this page comes from a critic. Every number is BAM’s own: the audited financial statements filed inside its 2026 franchise disclosure booklet, signed by the auditor BAM itself hired, Gilbert & Stewart of Provo, Utah, in a report dated March 26, 2026. Accounting has a standard test for a company in trouble, the going-concern question: can this company keep operating for the next year, or is there substantial doubt that it can? The warning signs: recurring losses, a deepening hole in the owners’ equity, bills outrunning assets, and operations that burn cash once one-time money is stripped out. On BAM’s own audited numbers, three of the four are met outright. The fourth is met after one subtraction. The company’s own auditor issued a clean opinion anyway. Both facts are true at once. The gap between them is the story.

The hole, and the slide into it

Start with stockholders’ equity: what would be left if the company sold everything it owns and paid everything it owes. Not one bad year, a four-year slide: positive $142,667 in 2020, positive $129,513 in 2021, then under water and sinking, negative $181,935, negative $276,860, negative $492,495, and at the end of 2025, negative $621,091. Solvent and small through 2021. Insolvent on its own books every year since.

Next, working capital: the bills due soon against what is on hand to pay them. BAM shows $3,774,970 of current assets against $5,456,122 of current liabilities, $1,681,152 short, a shortfall that has worsened every year for four years. Cash on hand is $1,095,239. Against it sit the two fastest-growing debts on the books: $1,017,015 owed on gift cards bought but not yet redeemed, and $2,683,713 collected in advance for stores not yet opened. Together, $3,700,728 of pre-sold obligations. Call it the float: roughly six times the equity hole, and 125-fold bigger than the $29,574 it was in 2020. Hold onto the float. It is the whole trick.

The one good number, and what is inside it

Exactly one number argues against distress. The cash-flow statement reports operating cash flow of positive $361,911 for 2025 and positive $532,025 for 2024, and a company generating cash is not in going-concern trouble. But the same statement lists what is inside that number. For 2025: gift-card debt grew $343,787 and deferred revenue grew $311,665, together $655,452 that arrived not because BAM delivered a store or a product, but because it collected new prepaid obligations faster than it fulfilled old ones. Do the subtraction: $361,911 minus $655,452 is negative $293,541. Strip the new prepaid intake and 2025 burned nearly $294,000. Run 2024 the same way, $532,025 minus $255,861 of gift-card growth minus $956,048 of deferred-revenue growth, and it is worse: negative $679,884. Nearly $680,000 burned.

A healthy franchisor’s operating cash comes from royalties on stores already open and selling. BAM’s comes from selling new obligations faster than it retires old ones. A fourth signal: unpaid vendor bills and accrued expenses grew $658,129 in one year, and under the professional going-concern standard, stretching your own vendors is itself a recognized sign of distress.

One honest caveat. On a pure pay-the-bills basis BAM is not in default: set the float aside and the remaining hard bills, roughly $1,755,394, are nominally covered by the $3,774,970 of current assets. But only $1,095,239 of that is cash, and the money franchisees owe BAM jumped $611,099 in a year: franchisees paying slower, or revenue booked before it is collected. And the float is not stretchable debt. It is promises, open the store, honor the card, backed by just over $1 million of cash, serviceable only by more intake.

The clean opinion

Now the other half. The auditor read all of this and signed a clean opinion: the statements “present fairly, in all material respects,” the company’s financial position, under generally accepted accounting principles. No “except for.” No modification. The phrase “going concern” appears exactly twice in the report, both times as a duty, not a finding: management must evaluate whether substantial doubt exists, and the auditor must reach a conclusion. That is boilerplate found in essentially every modern audit report; it is not a finding, and this page does not claim otherwise. But an auditor who actually concludes doubt exists must add a separate, titled section saying so, and management a footnote with its plan. Neither exists anywhere in BAM’s 2026 financials. Be exact about what this page says. It accuses the auditor of nothing. The numbers meet the objective warning signs, the opinion on top of them is clean, and the two facts sit side by side.

And say the fair reading out loud. A clean opinion is a real professional judgment. Negative book equity is not actual insolvency. Collecting money up front is ordinary franchisor accounting, and plenty of growing systems carry big deferred-revenue balances without distress. Fair, as far as it goes, but it does not survive the subtraction. The question is whether the business makes cash once new intake is backed out. Twice running, on BAM’s own statement, the answer is no: negative $293,541, then negative $679,884. A business that needs an ever-larger float to keep its cash line above zero is describing dependence on continuous new intake, not growth. That is structural, not rhetorical.

Who was buying in while this was true

The same booklet says who fed the float. A note inside the audited statements discloses that “during 2025 the company finalized 55 franchise agreements,” and the same document states the price: $40,000 for a single-area franchise, payable at signing. Roughly 55 people paid roughly $40,000 apiece in the same year the booklet’s own numbers show the deepening hole and the cash burn. That is the intake: new franchise fees plugging the hole the existing stores do not fill.

The front of the book and the back of the book

Those buyers read a booklet whose litigation section said nothing was wrong. Item 3 is where a franchisor must list its lawsuits, and BAM’s says, in its own words: “Other than these actions, no litigation is required to be disclosed in this Item.” The only “actions” it points to: a 2019 agreement with the state of Washington. When that sentence issued, it was not true. In February 2024, a business called Plastic Palette and Christina Cooper had already sued BAM in Oregon for interference, conversion, and elder financial abuse under Oregon law; BAM moved the dispute into private arbitration two months later. Twelve days before the booklet’s April 8, 2026 issue date, three franchisees sued BAM in Utah’s business court, fraud in the inducement the very first claim, next to negligent misrepresentation. Both suits are unadjudicated allegations, and BAM is presumed innocent of each. Not in dispute: the timing. The Utah suit sat on a public docket, and the Oregon dispute in arbitration, when Item 3 said there was nothing to disclose. And on this site’s reading, arbitration does not necessarily end the duty to disclose.

BAM did not need to look outside its own booklet to know. Four pages past the audited balance sheet, in notes its own auditor reviewed, sits a note headed, in capital letters, LITIGATION: “The Company is a defendant in certain legal actions and pending actions.” The note adds that the final cost cannot yet be determined and that management believes the outcome will not hurt the financial statements; the very next note discloses an $18,000 legal settlement after the books closed. Put the two sentences side by side. Item 3, printed page 4: no litigation to disclose. The financial notes, same document, fifteen pages later: the company is a defendant in pending actions. Same booklet. Same company. Filed the same day. The front of the book said clean. The back of the book said sued.

What this proves, and what it does not

Hold the whole picture. An equity hole deepening four straight years to negative $621,091. A working-capital shortfall worsening to negative $1,681,152. Operations cash-negative two years running once the float growth is backed out. A float of $3,700,728, up 125-fold since 2020. A clean opinion on top, issued the same year roughly 55 buyers paid $40,000 each on a litigation section that said there was nothing to tell them. What the numbers do not prove is where the money went: aggressive but ordinary growth accounting, or something closer to extraction. The mechanism needs no speculation. It is arithmetic, performed on statements BAM’s own chosen accountant signed.

Source, singular: BAM’s own 2026 Franchise Disclosure Document, its audited financial statements, and their notes. Every figure and quotation above is BAM’s. Each is stated again, with grade and full sourcing attached, on the cited edition of this update.

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