BAM bought the Orem store from the McNeffs. The disclosure it certified this month still calls them “our franchisee,” and never says what it paid.
The Bricks & Minifigs store at 658 South State Street in Orem has belonged, on paper, to the company’s chief executive and his family since 2017. In December 2024 the company bought it from them. The purchase appears in two sentences in the notes to BAM’s audited financial statements, with no price and no name. The same statements record the company paying an unnamed shareholder $3.08 a share, on a 7.5 percent note, in a year it lost money and its balance sheet showed a deficit. Seven passages from BAM’s own filings are set beside the record below.
PRIMARY SOURCEMinnesota Department of Commerce, franchise file 9006: BAM’s 2021, 2022, 2024, 2025 and 2026 disclosure documents and the September 2026 amendment, each downloadable from the state and linked below. Utah Division of Corporations, entity records 10416374-0160 and 14522452-0160, printed June 16, 2026. Nothing in this update comes from a leaked or private document.
CONFIRMEDEvery figure is from the audited statements BAM attaches as Exhibit H, the interim balance sheet dated July 22, 2026, Items 2 and 20, Exhibit F and the state registry. Where two of BAM’s own documents disagree, both are quoted. Page images are BAM’s filings as the states host them.
Seven passages, beside the record
Each quotation is from a document BAM filed with a state. After each one, what the rest of the record shows.
“He has been co-owner of Kragle, LLC, our franchisee in Orem, Utah, since June 2017.”
REFUTEDBy the same document. The notes to the fiscal 2024 statements, attached as Exhibit H: “During the year the Company purchased the Orem store.” Exhibit F, the outlet list as of December 31, 2025: 658 S. State St., Orem, “(Operated by an entity owned by BAM Franchising Inc.)” On Utah’s registry that entity is BAMF Orem 1 LLC, organized December 2, 2024; member, BAM Franchising, Inc.; manager and organizer, Ammon McNeff. A store the company bought from its officers in 2024 is not their franchisee in 2026. The sentence was left standing through two editions and an amendment, and certified with each.
“During the year the Company purchased the Orem store, there were additional funds remaining in the amount of $59,261, those funds will be paid to the previous owner who is a related party. There are no terms or repayment provisions that accompany the note, It is recorded as current on the balance sheet.”
CONFIRMEDThe admission stands, and it is BAM’s: the seller was a related party. Who: the 2024 edition’s Exhibit F listed the Orem outlet under “Matthew, Karen, Ammon, and Nicole McNeff,” and Utah’s registry lists the same four people as the members of Kragle, LLC. What is missing: the price. The note gives the unpaid remainder, $59,261, owed to the family with “no terms or repayment provisions.” The accounting standard that governs the note asks for the dollar amounts of related-party transactions. The reader is given what was still owed.
“The company acquired the assets of BAMF Orem, LLC. The Company acquired a $140,000 note to finance the purchase. The note carries a 6% interest rate and requires monthly principal and interest payments of $9,305 from January 2024 through December 2026.”
REFUTEDOn three points, by BAM’s own pages. The seller was not BAMF Orem, LLC: Utah’s registry shows BAMF Orem 1 LLC did not exist until December 2, 2024, when Ammon McNeff organized it for BAM Franchising. It is the buyer’s vehicle. The store’s assets were Kragle’s. The payment is not $9,305: that is the monthly payment on the Block Party Bricks note in the paragraph above it, and at $9,305 a month a $140,000 note at 6 percent is retired in sixteen months, while this note’s own schedule runs twenty-four months and totals $148,917. The payments did not begin in January 2024: the same schedule shows all $140,000 unpaid at the end of 2024, and the next year’s statements moved the start to January 2025. The note never says who holds it.
“Utah. Zach Giles. 658 S. State St. Orem, UT 84058. 801-874-2362. (Operated by an entity owned by BAM Franchising Inc.)”
CONFIRMEDThe company operates it; the exhibit says so, and Item 20 counts one Utah company-owned outlet at the end of every year from 2021 through 2025. What the exhibit does not say: the entity BAM formed to hold the store, BAMF Orem 1 LLC, is “Inactive, Administratively Dissolved” on the state’s print of June 16, 2026. Kragle, LLC, the family company the document still calls the franchisee, is “Active,” with Matthew McNeff as its registered agent at the store’s address, 658 S. State Street. On the registry the buyer is gone and the seller remains, at the store. Zach Giles is the BAM employee the disclosure names as contact for its corporate stores.
“** These ‘company-owned’ outlets are owned and operated by entities in which one or more of our officers owns an interest.”
CONFIRMEDThat is how a store the McNeffs owned was “company-owned” in Item 20 and “our franchisee” in Item 2 at once. Nothing was bought in 2018: the owners became the officers, and the company-owned table recorded a reacquisition. In December 2024 something was bought, and the table recorded nothing: Utah, 2024, one outlet at the start of the year, none reacquired from a franchisee, one at the end. A purchase from a franchisee is what the reacquired column exists to show. The editions do not agree with each other about the earlier years either. The 2021 edition counts the Utah company store at the end of 2019; the 2022 edition, covering the same year, counts none, and gives Utah one fewer franchised outlet for 2020.
“During the year the Company purchased 20,000 shares of common stock owned by a shareholder for $3.08 per for a total of $61,682. The company paid $20,000 at the time of the sale and signed a note agreement in the amount of $41,682. The note carries a 7.50% interest rate and requires monthly principal and interest payments through October of 2026.”
REFUTEDWithin its own set. The cash flow statement in the same audited statements records the transaction as “Purchase of treasury stock with issuance of note payable $61,186,” not $61,682. The shareholder is not named; the note’s heading says related party, and the disclosure does not list BAM’s shareholders anywhere. The price was $3.08 a share for a company whose balance sheet in the same set shows 906,500 shares and a stockholders’ deficit of $621,091, about 69 cents a share below zero, after a net loss of $66,914 for the year and $215,635 the year before. At $3.08 a share the whole company is worth $2,792,020. On its audited numbers it is worth less than nothing. The balance sheet’s share count and the equity statement’s do not match either; that discrepancy is on the ledger of BAM’s own words.
“675,000 shares issued and 642,730 shares outstanding”
REFUTEDTwo audited statements, one date, two share counts, 251,500 shares apart. The later statement then records $219,876 of “Additional Capital” in 2022 with no change to the share count on the same line. No edition says who put the money in or who holds the shares. In 2020 and 2021 the company bought back 32,270 of its shares at $2.17; in 2025, 20,000 more at $3.08. Who sold, and to whom the company’s shares have been issued since the McNeffs took it over in 2018, is not in any of the documents BAM files to sell franchises.
One store, five names
The store has not moved. The company’s description of it has, from page to page of one document.
What BAM paid
The disclosure does not say. It gives two debts. The $140,000 note is under Notes Payable, beside the note for the Block Party Bricks store BAM bought in 2023, and the paragraph does not say who holds it. The $59,261 is under Related Party, owed to the family, with no terms. Together they put the floor at $199,261 for a store the company had counted as its own, by its officers’ interest, since 2018. By the end of 2025 the note’s principal stood at $102,760 and the family’s line at $23,732. The fiscal 2025 statements say the note is paid off in December 2026.
The federal franchise rule does not require a franchisor to state what it paid for a store. The accounting standard for related-party transactions, which the audited statements are certified to follow, calls for the nature of the relationship, a description of the transaction and its dollar amounts. The note gives the relationship in three words, the transaction in six, and the amount still owed. Whether a purchase from the chief executive’s family by a company carrying a deficit was too small to matter was a judgment the auditor made and the note does not explain. The auditor, Gilbert & Stewart of Provo, signed the fiscal 2025 statements on March 26, 2026, with a clean opinion, as it has every year the equity line has fallen.
The reader is told the seller was family. The reader is not told the price, the seller’s name, or the buyer’s.
The price BAM puts on itself
In the same year it was carrying the family’s note, the company bought 20,000 of its own shares from “a shareholder” and booked the purchase under Related Party. It paid $20,000 in cash and signed a 7.5 percent note for the rest, due October 2026. The arithmetic is the company’s.
On the day of that balance sheet, the company’s largest liabilities were $2,683,713 of deferred revenue, most of it franchise fees collected but not yet earned, and $1,017,015 owed on unredeemed gift cards. It found $20,000 in cash and a 7.5 percent note for a shareholder. Utah’s fraudulent-transfer statute lists, by name, a transfer to an insider and a transfer made while the debtor was insolvent among the badges a court weighs; the badges are set out on this site, and this transaction is not on that page yet. BAM swore to a Utah court in May that it has “more than 300 other independent and unrelated franchisees.” Its own Item 2 names one of them: the chief executive’s.
A company with a deficit set its own share price at $3.08 and paid an insider on credit.
Why a buyer would want the number
Item 19 of the same document, the financial performance representation BAM shows prospective franchisees, includes a table of gross margins for “six affiliate locations that were open and operating for the full 12-month period in 2025.” Item 20 counts six company-owned outlets at the start and end of 2025. The Orem store is one of them. A buyer reading those margins is not told that the company bought the store from its officers the month before the year the table covers, or for how much, or that the officers’ company still holds the store’s address on the registry. The amendment that carries these pages is the one Ammon McNeff certified on September 9 as accurate and complete, under penalty of law. Item 2’s sentence about “our franchisee in Orem” is on page 10 of it.
The store, in order
The record
Everything in this update is published by a state. The disclosure documents are hosted by the Minnesota Department of Commerce; the entity records by the Utah Division of Corporations. A prospective franchisee can read the related-party notes without asking the company for them.
Minnesota, file 9006. The September 2026 amendment, marked, 395 pages: Item 2 at page 10, the company-owned footnote at page 68, Exhibit F at page 291, the interim balance sheet at page 300, the fiscal 2025 related-party note at page 320, the fiscal 2024 notes at pages 340 and 341. The April 2026 edition. The 2025 edition, the first to carry the fiscal 2024 notes. The 2024 edition, Exhibit F at page 266. The 2022 edition, the balance sheet at December 31, 2021. The 2021 edition, Item 20 at pages 52 and 53. The file index.
Utah Division of Corporations. Kragle, LLC, entity 10416374-0160 (the June 16 print, hosted here). BAMF Orem 1 LLC, entity 14522452-0160 (the June 16 print). The assumed name “Bricks and Minifigs #051,” 10462872-0151, applicant Kragle, LLC, is on the same registry.
On this site. The disclosure, edition by edition. BAM’s own words, the ledger. The BAMF store companies. The cast: Kragle, LLC; BAMF Orem, LLC; Karen McNeff; Zach Giles.
Sources. BAM Franchising, Inc., Franchise Disclosure Documents as filed with the Minnesota Department of Commerce, file 9006: 2021 edition (17847-202105-04), 2022 edition (23080-202204-04), 2024 edition (31301-202404-07), 2025 edition (33584-202504-15), 2026 edition (36508-202605-19) and the September 2026 amendment (37254-202609-02); Items 2, 19, 20 and 21; Exhibit F; Exhibit H, the audited consolidated financial statements for the years ended December 31, 2021 through 2025 and the interim balance sheet dated July 22, 2026; the 2019 edition’s Item 20 footnote. Utah Division of Corporations and Commercial Code, business information reports for Kragle, LLC (10416374-0160), Bricks and Minifigs #051 (10462872-0151) and BAMF Orem 1 LLC (14522452-0160), printed June 16, 2026. 16 CFR Part 436, Items 2, 20 and 21. FASB ASC 850-10-50-1, related party disclosures. The amortization arithmetic is ordinary: $140,000 at 6 percent, paid at $9,305 a month, reaches zero in the sixteenth month. Page numbers are to the PDF as Minnesota hosts it. Captures September 25, 2026.