Update · July 15, 2026

Oregon, then “Utah, soon,” then Delaware: the franchisor’s legal home keeps moving, and its current one is delinquent

CONFIRMEDthe state-of-incorporation trajectory and the registry statusesUNRESOLVEDwho filed the new same-name Utah entityINFERENCEwhat it means for franchisees and creditors

BAM Franchising, Inc. Franchise Disclosure Documents, 2012–2026 editions; Oregon Secretary of State registration No. 76881896 (officers and inactive status); the Delaware Certificate of Merger (8 Del. C. §252, SR 20241516656, filed April 18, 2024) and Delaware Division of Corporations file No. 2482543 (status retrieved June 16, 2026); Utah Division of Corporations Business ID 14713435-0142 (report July 10, 2026). The full edition-by-edition Item 1 walk is in The Disclosure.

When you buy a franchise, you sign a contract with a company and you agree that if it ever comes to a fight, you will have it in that company’s home state, under that state’s law. So it matters where BAM Franchising, Inc. — the company behind Bricks & Minifigs — actually lives. Across its own disclosure documents the answer has been Oregon, then “Utah, soon,” then Delaware — and the Delaware company the franchisor told buyers it had become is, on Delaware’s own records, delinquent and behind on its franchise tax. Then, this month, a fourth name appeared: a Utah corporation of the same name, filed July 9, 2026 — by a hand the public record does not identify.

What the record shows CONFIRMED

Apr 29, 2011Incorporated in Oregon OR as BAM Franchising, Inc. (Sec. of State No. 76881896). The Oregon registry now shows that entity inactive.

2018–2021Item 1 of the FDD announces “We anticipate redomiciling our legal entity to the State of Utah” UT — “during 2018,” then 2019, then 2020, then frozen. No edition ever records the Utah move as completed.

2022–2024The Utah-redomicile language is dropped; Item 1 returns to “We are an Oregon corporation, formed on April 29, 2011.”

Oct 11, 2023A Delaware DE corporation is formed (Div. of Corporations file No. 2482543, “Stock Corporation”).

Apr 18, 2024The Oregon corporation is merged into the Delaware corporation under Delaware §252, Delaware surviving. The certificate is signed by Ammon McNeff, President and filed that day, stating an effective date of Dec 18, 2023 “for accounting purposes only.”

2025 FDDItem 1 now reads “We are a Delaware corporation, formed October 11, 2023.”

Mar 2, 2026The Delaware company’s status is AR Delinquent, Tax Due: last annual report filed 2024, $5,566.99 franchise tax shown due.

Jul 9, 2026A Utah UT domestic corporation of the same name is filed (Business ID 14713435-0142, West Jordan) — the filer is not identified on the record.

Across every edition the franchisor is the same brand, BAM Franchising, Inc., doing business as Bricks & Minifigs. The state of incorporation is the moving part. The company’s own Item 1 is where the trajectory is written down: for four editions running it promised a Utah move that never appears as completed, then quietly returned to calling itself Oregon, then — in 2025 — announced it had become a Delaware corporation by merger. The Oregon, Delaware, and Utah business registries independently record the same dates.

2018 FDD Item 1, redlined to add: we anticipate redomiciling our legal entity to the State of Utah during 2018 — **2018 edition, Item 1.** A tracked-changes redline adds the promise to redomicile “to the State of Utah during 2018,” and moves the address from Oregon to Orem, Utah.

2025 FDD Item 1: We are a Delaware corporation, formed October 11, 2023; on April 18, 2024 we completed a merger in Delaware — **2025 edition, Item 1.** The domicile is now Delaware: “We are a Delaware corporation, formed October 11, 2023 … On April 18, 2024, we completed a merger in Delaware.”

The merger itself, in the company’s own certified filing CONFIRMED

The move to Delaware was done by merger, and the certified filing is a primary record. It is a Delaware Certificate of Merger of Foreign Corporation into a Domestic Corporation (8 Del. C. §252): BAM Franchising, Inc. of Oregon was merged into BAM Franchising, Inc. of Delaware, the Delaware corporation surviving. It was signed by Ammon McNeff, as President, and delivered to and filed with the Delaware Secretary of State on April 18, 2024 (SR 20241516656, file No. 2482543). It also recites that the merger is effective “December 18, 2023, for accounting purposes only.”

Delaware Certificate of Merger of Foreign Corporation into a Domestic Corporation: BAM Franchising Inc of Oregon merged into BAM Franchising Inc of Delaware, signed Ammon McNeff President, filed April 18 2024, file number 2482543 — Delaware Certificate of Merger (8 Del. C. §252), filed April 18, 2024. Surviving corporation: BAM Franchising, Inc. (Delaware). Corporation “being merged into” it: BAM Franchising, Inc. of Oregon. Signed **Ammon McNeff, President**; Delaware SoS file No. 2482543. The Agreement of Merger is recited as on file at 1337 East 750 North, Orem — “an office of the surviving corporation.” The BAM Map purchased this copy of the filing from the Delaware Division of Corporations; the fee was $89.

The effect on the disclosure is the part worth seeing. After this merger, the 2025 Item 1 reads simply “We are a Delaware corporation, formed October 11, 2023” — a clean 2023 origin for a business the same document elsewhere dates to 2011. The Oregon company’s twelve-year history — including periods in which its Oregon registration lapsed into administrative dissolution and had to be reinstated — sits behind the merger, not on the face of the current filing. The Oregon registration is now inactive; its listed officers were Ammon McNeff (president) and Matthew McNeff (secretary), the same family names on the Delaware certificate, and both entities used the same registered agent.

In fairness — and this distinction matters: this is not a hidden corporate parent, and this page does not claim one. The company’s audited financial statements consolidate at BAM Franchising, Inc. as the top entity, and a same-name redomestication by merger is a lawful, ordinary corporate step. The narrow, documentary point is only this: a “formed 2023” Delaware origin now stands in front of a business that has operated since 2011, so the earlier state’s record — lapses and all — no longer appears on the face of the current disclosure.

The home it moved to is delinquent CONFIRMED

The Delaware corporation the 2025 disclosure relies on is file No. 2482543. Delaware’s own Division of Corporations record shows it formed October 11, 2023 and surviving an April 18, 2024 merger — and it shows the current status as “AR Delinquent, Tax Due.” The last annual report on file is for 2024, and the record shows $5,566.99 in franchise tax due against an annual assessment of $8,665. This is the entity a 2025 or 2026 franchise buyer is told they are contracting with.

Delaware Division of Corporations status for BAM Franchising, Inc., file 2482543: AR Delinquent, Tax Due; tax due $5,566.99; merger survivor 4/18/2024 — Delaware Division of Corporations, file No. 2482543 (status retrieved June 16, 2026). Status: **AR Delinquent, Tax Due**, as of March 2, 2026. Filing history: a “Merger [Survivor]” effective April 18, 2024 over the October 11, 2023 stock-corporation formation. The page is marked, in Delaware’s own words, “not an official certificate of status.”

In fairness: a Delaware delinquency is a curable condition, not a dissolution — the company can pay the tax, file the report, and return to good standing at any time, and this record does not show the charter voided. But while it stands, a delinquent Delaware corporation cannot obtain a certificate of good standing, and the status is a matter of Delaware’s public record, not an allegation. The presumption of innocence applies to every person associated with the entity.

And a same-name Utah corporation just appeared — filed by whom, the record does not say CONFIRMED FILER OPEN

The Utah the FDD promised to move to “during 2018” now has a corporation in it by that name. Utah’s Division of Corporations shows BAM Franchising, Inc. as a domestic business corporation — active and current, Business ID 14713435-0142, effective July 9, 2026. Its registered agent is a commercial registered-agent service, Registered Agents Inc, and its incorporator of record is a name listed at that service’s own West Jordan address. What the public record does not show is who stands behind the filing. It could be the franchisor finally executing the Utah move it announced for years and never completed; it could be someone else registering an available name. The record does not resolve which, and this page does not guess.

Utah Division of Corporations business report for BAM Franchising, Inc., Business ID 14713435-0142, effective 07/09/2026, active/current, registered agent Registered Agents Inc, West Jordan UT — Utah Division of Corporations business report for BAM Franchising, Inc., Business ID 14713435-0142 (report July 10, 2026): **Active / Current**, domestic business corporation, effective **July 9, 2026**, registered agent Registered Agents Inc, West Jordan. Like the Delaware page, this report notes it “is not an official certificate of good standing.”

In fairness: a domestic filing through a commercial registered agent, with a nominee incorporator at the agent’s address, is an ordinary and widely-used arrangement — it conceals the beneficial filer by default and is not, by itself, a signal of anything. This page does not attribute the July 9 filing to the franchisor or to anyone else, and draws no inference from the identity of the registered agent or the incorporator. What the records establish is narrow and factual: a same-name Utah corporation became effective July 9, 2026, while the Delaware corporation the FDD names remained delinquent. Who filed it, and why, is an open question, not a finding.

Item 1 says it has no predecessor, and then describes one CONFIRMED

There is a second thing on the face of the 2025 Item 1. The same section both states “We have no parents or predecessors that are required to be disclosed” and states “We were previously an Oregon corporation, formed on April 29, 2011” that was merged into the Delaware survivor on April 18, 2024. Whether a prior same-name corporation absorbed by merger is a “predecessor” that must be disclosed is a definitional question under the franchise-disclosure rule, and it is not resolved here. The observation is limited to the face of the document: one sentence denies predecessors; another describes the merged-out prior corporate self.

In fairness: this is a documentary juxtaposition, not a finding of a violation. Reasonable lawyers can disagree about whether a merged-out same-name corporation is a “predecessor” for disclosure purposes, and nothing here decides that question or imputes intent.

Why it matters INFERENCE

A franchise agreement typically tells the buyer they must litigate or arbitrate in the franchisor’s home state, under that state’s law. When the state of incorporation moves, that target moves with it — and BAM’s own agreements track the drift: the venue the FDD points franchisees toward reads “in Oregon” in the older editions and “in Utah” in the newer ones. A delinquent domicile compounds the problem: a Delaware corporation that is behind on its franchise tax cannot get a certificate of good standing, and its ability to prosecute or defend a suit can be affected until it cures. Meanwhile the Oregon company that many franchisees originally signed with has been merged out of existence, and the survivor is the entity now shown delinquent. For a franchisee — or a creditor — trying to hold the company to its word, an enterprise whose legal home has moved from state to state and whose current home is behind on its taxes is simply harder to locate, serve, and collect against. None of that is a finding of wrongdoing. It is what the public records, read together, show.

In fairness: companies relocate, reincorporate, and reorganize for many ordinary reasons, and a Delaware reincorporation by merger is a common and lawful corporate step. This page identifies what the sequence means for the people on the other side of the contract; it does not assert that any move was made to evade anyone, and every entity and person named keeps the presumption of innocence.

Oregon, then “Utah, soon,” then Delaware — the franchisor’s legal home keeps moving, the one it points to today is behind on its taxes, and this month a same-name Utah corporation appeared with no filer on the record.

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The BAM Map is independent reporting on matters of public concern. Nothing here is a finding of any person’s guilt; the criminal charges referenced are unadjudicated and every defendant is presumed innocent. Sources are linked so readers can check the record. · Home · Map · The law · Bodycam