BULL RUN CAPITAL HOLDINGS, INC.

FORWARD LOOKING STATEMENTS
 

This document contains forward-looking statements that involve risks and uncertainties. We use words, such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing.  Certain of the statements included here constitute “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In particular, they include statements relating to future actions and strategies of the Company. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements.

Welcome to Bull Run Capital Holdings, Inc.

CORPORATE HISTORY (BEGINNING WITH FLINT TELECOM GROUP, INC.)

Flint Telecom Group, Inc., (the “Company”) was originally incorporated in Nevada on June 18, 1996 under the original name of Datalink Systems Corp., (“Datalink”). On June 19, Lord Abbott, Inc. merged with and into Datalink with Datalink as the surviving corporation. On August 5, 1999, Datalink Systems Corp. changed its name to Datalink.net, Inc. On January 11, 2001, Datalink.net changed its name to Semotus Solutions, Inc., (“Semotus”). On December 31, 2002, Datalink Communications Corp. merged with and into Semotus with Semotus as the surviving corporation. On October 30, 2003, Cross Communications Inc. merged with and into Semotus with Semotus as the surviving corporation. On October 3, 2008 Semotus changed its name to Flint Telecom Group, Inc. On December 16, 2008 FTG Holdings, Inc. merged with and into Flint Telecom Group, Inc. with Flint Telecom Group, Inc as the surviving corporation.

On June 30, 2012, the Company’s Nevada business license expired and the corporate charter was subsequently revoked by the Nevada Secretary of State for failure to pay annual list and business license fees. On August 20, 2018, PEM, LLC whereas Paul Moody is the sole member was appointed by court order as Custodian of the Company. On August 23, 2018, the Custodian filed a Certificate of Amendment with Nevada Secretary of State pursuant to NRS 78.347. On August 31, 2018, the Custodian filed a Certificate of revival with Nevada Secretary of State.​

On August 30, 2018 the Company, through board resolution, resolved to issue 1,000,000 shares of Series Z preferred stock to Flint Consulting Services, LLC, (“FCS”), a Wyoming Limited Liability Company, of which Jeffrey DeNunzio is the controlling member and Paul Moody is the manager. Series Z preferred stock has super voting rights of nine hundred (900) votes for each one share of Series Z preferred stock issued and outstanding. 

 

FCS was hired by custodian to address the Company’s outstanding financial obligations, locate shareholder records, update state filings, board minutes, articles of incorporation, and other corporate books and records. In addition, FCS was hired to find merger and acquisition candidates for the purpose of resurrecting the business operations in a defunct company and opening and maintaining communication with shareholders by conducting shareholder meetings and issuing notices. 

On June 12, 2019, the interim board noticed a shareholders’ meeting at which time the shareholders elected a board whereas a quorum was obtained and Paul Moody was elected to serve as the Company’s sole Director.

On July 19, 2019, Flint Telecom Group, Inc. (“Predecessor”) completed a holding company reorganization by merging with and into its indirect wholly owned subsidiary known as Flint Merger Group Sub Inc. with Flint Telecom Group, Inc. as the surviving corporation and becoming a wholly owned subsidiary of Bull Run Capital Holdings, Inc. Bull Run Capital Holdings, Inc. as successor issuer to Flint Telecom Group, Inc. continues to trade in the OTC MarketPlace. On August 16, 2019, Bull Run Capital Inc’s ticker symbol was effectively changed to BRCH.

Bull Run Capital Holdings, Inc., (“Successor”), a Nevada Corporation and a wholly owned subsidiary of Predecessor, was created and incorporated with Nevada Secretary of State on June 7, 2019. Flint Merger Group Sub Inc. (“Merger Sub”), a Nevada Corporation and a direct wholly owned subsidiary of Successor, was created on June 7, 2019. Successor and Merger Sub were formed for the sole purpose of participating in a Holding Company Reorganization, (“Reorganization”) pursuant to the Agreement and Plan of Merger, NRS 92A.180, 92A.200, NRS 92A.230 and NRS 92A.250. On July 19, 2019, the Holding Company Reorganization was completed. Contemporaneously, the Company completed a reverse stock split (1:50) affecting all the holders of stock in predecessor, and subsequently successor. Concurrently with the Holding Company Reorganization, the Company, Bull Run Capital Holdings, Inc. cancelled all its stock held in Flint Telecom Group, Inc. resulting in Bull Run Capital Holdings, Inc. as a stand-alone entity with no subsidiaries.

 

Upon consummation of the Reorganization, each share of Predecessor Capital Stock was converted in the Merger into a share of Successor Capital Stock with each share or fraction of a share of the Capital Stock of the Predecessor outstanding immediately prior to the Effective Time of the merger converted in the merger into a share or equal fraction of share of Capital Stock of the Holding Company having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the share of stock of the Predecessor being converted in the merger. At the Effective Time, all the shareholders of Predecessor automatically became the shareholders of Successor and Predecessor became a wholly owned subsidiary of Successor. On July 19, 2019, Bull Run Capital Holdings, Inc. cancelled all its stock held in Flint Telecom Group, Inc., resulting in Bull Run Capital Holdings, Inc. as a stand-alone entity with no subsidiaries.

 

All assets and liabilities of Predecessor, Flint Telecom Group, Inc., remain with Predecessor. Bull Run Capital Holdings, Inc., Successor has no assets, no liabilities, and no subsidiaries. Bull Run Capital Holdings, Inc. and Flint Telecom Group, Inc. are each a stand-alone entity with their own distinct assets and liabilities.

Corporate News and Press Releases

THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE DIRECTOR OF THE COMPANY
  
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
 
BULL RUN CAPITAL HOLDINGS, INC.
 780 Reservoir Avenue, #123
Cranston, RI 02910
 
INFORMATION STATEMENT 
 
AUGUST 1, 2019
 
GENERAL INFORMATION

We are a Non-SEC Reporting company and therefore not subject to the reporting requirements of the Exchange Act. However, we are posting this Information Statement on our website to provide current information publicly regarding our most recent activities.

EVENT: CHANGE IN TICKER SYMBOL

On July 19, 2019, Flint Telecom Group, Inc. completed a holding company reorganization by merging with and into its indirect wholly owned subsidiary known as Flint Telecom Merger Group Sub Inc. with Flint Telecom Group, Inc. as the surviving corporation and becoming a wholly owned subsidiary of Bull Run Capital Holdings, Inc. Bull Run Capital Holdings, Inc. as successor issuer to Flint Telecom Group, Inc., now trades in the OTC MarketPlace. On August 16, 2019, Bull Run Capital Inc’s ticker symbol was effectively changed to BRCH.  As of July 22, 2019, Bull Run Capital Holdings, Inc., no longer trades under the previous CUSIP for Flint Telecom Group, Inc. The newly issued CUSIP for Bull Run Capital Holdings, Inc. is 12018E104.

Future Plans

 

Currently, the Company, Bull Run Capital Holdings, Inc., intends to engage a PCAOB Auditor to provide an audit for its fiscal year ending August 31, 2019. 

 

 

Corporate Information:

 

Bull Run Capital Holdings, Inc.
780 Reservoir Avenue, #123
Cranston, RI 02910
Telephone: 401-714-5337

Email: Flintconsultingservicesllc@gmail.com

 

 

Transfer Agent:

Olde Monmouth Stock Transfer Co., Inc.
http://www.oldemonmouth.com/
200 Memorial Pkwy   

Atlantic Highlands, NJ 07716
Office (732) 872-2727

 

Ticker Symbol: BRCH
Common Shares Outstanding: 15,594,603

Preferred Shares Outstanding: 1,000,000 Shares of Series Z Preferred Stock 

 

Series Z preferred stock has super voting rights of nine hundred (900) votes for each one share of Series Z preferred stock issued and outstanding.