S-1

As filed with the Securities and Exchange Commission August 10, 2012

Registration No.______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BMC CAPITAL, INC.

Nevada	5094	90-0712962
(State or Other Jurisdiction of Organization)	(Primary Standard Industrial Classification Code)	(IRS Employer Identification Number)

One Galleria Tower

13355 Noel Road

Suite 400

Dallas, Texas 75240

(972) 616-6360

(Address, including zip code, and telephone number, including area code, of

Registrant’s principal executive offices)

James Roundtree

One Galleria Tower

13355 Noel Road

Suite 400

Dallas, Texas 75240

(972)616-6360

jim@cinsay.com

(Name, address, including zip code, and telephone number, including area

code, of agent for service)

Copies of all communications to:

Thomas E. Stepp, Jr.

Stepp Law Corporation

15707 Rockfield Boulevard, Suite 101

Irvine, California 92618

Telephone: 949.660.9700

Fax: 949.660.9010

Email: tes@stepplawgroup.com

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.  T

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  £

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  £

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer”, a “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o               Accelerated Filer o

Non-accelerated Filer o                 Smaller Reporting Company x

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities To Be Registered	Number of Shares To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (1)
Common Stock, $.001 par value (1)	2,602,959	$.30	$780,888	$90

(1) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o).  Our common stock is not traded on any national exchange and, in accordance with Rule 457, the offering price was determined by the price shares were sold to our shareholders in private placement transactions.  The selling shareholders may sell shares of our common stock at a fixed price of $.30 per share until the prices of our common stock are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $.30 has been determined as the selling price based upon what we believe will be the market value of our common stock after the registration statement of which this prospectus is a part is declared effective by the SEC.  There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Bulletin Board, nor can there be any assurance that an application for quotation will be approved.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION,

DATED AUGUST 10, 2012

BMC CAPITAL, INC.

Up to 2,602,959 Shares of Common Stock

Offering Price: $.30 per share

This is a resale prospectus for the resale of up to 2,602,959 shares of our common stock by the selling stockholders specified herein.  We will not receive any proceeds from the sale of those shares.

Our common stock is not traded on any public market and, although we intend to apply to have the prices of our common stock quoted on the Over-The-Counter Bulletin Board (“OTCBB”) maintained by the Financial Industry Regulatory Authority (“FINRA”) concurrently with the filing of the registration statement of which this prospectus is a part, there can be no assurance that a market maker will agree to file the necessary documents with FINRA to enable us to participate on the OTCBB, nor can there be any assurance that any application filed by any such market maker for quotation on the OTCBB will be approved.

Selling stockholders will sell at a fixed price of $.30 per share until the prices of our common stock are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices.

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, which became law in April, 2012 and will be subject to reduced public company reporting requirements.  See “Jumpstart Our Business Startups Act” specified herein.

Investing in our common stock involves very significant risks.  See “RISK FACTORS” beginning on Page 3 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commissioner has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

The date of this prospectus is August 10, 2012.

You should rely only on the information specified in this prospectus.  We have not authorized anyone to provide you with information different from that specified in this prospectus.  The selling shareholders are offering to sell, and seeking offers to buy, their common shares, only in jurisdictions where offers and sales are permitted.  The information specified in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  THE SELLING SHAREHOLDERS MAY NOT SELL THEIR SECURITIES UNTIL THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.  THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE OF THESE SECURITIES IS NOT PERMITTED.

Table of Contents

PROSPECTUS SUMMARY	1
OUR BUSINESS	1
RISK FACTORS	4
USE OF PROCEEDS	15
CAPITALIZATION	15
DETERMINATION OF OFFERING PRICE	15
DILUTION	16
SELLING SHAREHOLDERS	16
PLAN OF DISTRIBUTION	18
STATE SECURITIES-BLUE SKY LAWS	20
LIMITATIONS IMPOSED BY REGULATION M	20
DESCRIPTION OF SECURITIES TO BE REGISTERED	21
MARKET FOR OUR COMMON STOCK	23
LEGAL PROCEEDINGS	24
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	24
SECURITIES OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS	27
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS	28
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	38
OUR BUSINESS	38
RESEARCH AND DEVELOPMENT	43
INTELLECTUAL PROPERTY	43
EMPLOYEES	43
OUR PROPERTY	43
EXECUTIVE COMPENSATION	44
EXPERTS	44
LEGAL MATTERS	45
WHERE YOU CAN FIND MORE INFORMATION	45
AUDITED FINANCIAL STATEMENTS FOR YEARS ENDED DECEMBER 31, 2011, AND DECEMBER 31, 2010	F-2
UNAUDITED FINANCIAL STATEMENTS FOR THE 3 MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011	F-16

PROSPECTUS SUMMARY

This prospectus includes forward-looking statements. To the extent that any statements made in this prospectus contain information that is not historical, such as financial projections, information or expectations about our business plans, results of operations, products or markets, or future events, such statements are forward-looking. Forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”.  Although we believe that the expectations specified in those forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from those forward-looking statements.  These include, among others, the cautionary statements in the “RISK FACTORS” section beginning on Page 3 of this prospectus and the “MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS” section elsewhere in this prospectus.  We do not undertake any obligation to update publicly any forward-looking statements.

OUR BUSINESS

BMC Capital, Inc. (“we”, “us” or the “Company”) was formed as a Nevada corporation on December 28, 2009, with the name Comanchero Corporation.  On December 30, 2009, we merged with a Texas corporation entitled Comanchero Corporation.  Pursuant to that merger, the Texas corporation was merged with and into us and, accordingly, we are the surviving corporation.  A copy of the Agreement and Plan of Merger which specifies the terms and conditions of that merger is attached as an exhibit to the registration statement of which this prospectus is a part.

On March 1, 2010, we changed our name to Hard Asset Management, Inc.  On May 3, 2010, we changed our name to BMC Capital, Inc.

On July 1, 2010, we effected a 2 for 1 forward split of our then outstanding shares of common stock.

Our fiscal year ends on December 31.

As of the date of this prospectus, we have 178,011,826 shares of our $.001 par value common stock issued and outstanding and held by 50 shareholders.  We are registering 2,602,959 shares of our common stock held by 47 shareholders pursuant to the Securities Act of 1933 for sale by those shareholders, which are named later in this prospectus.  Our officers and directors hold 153,100,000 shares of our common stock, and 125,000 of those shares are being registered.

As of March 31, 2012, we had $773,542 in current assets and $165,602 in liabilities.  Accordingly, our working capital position as of March 31, 2012 was $607,940.

As of December 31, 2011, we had $870,901 in current assets and $190,024 in liabilities.  Accordingly, our working capital position as of December 31, 2011, was $680,877.

Currently, we do not have enough cash to finance our operations.  Heron Capital Partners, Ltd. which is beneficially owned by Christian Briggs, our Chief Executive Officer and member of our Board of Directors (“Heron”), lends us the funds necessary to operate our business.  Since April 1, 2012, Heron has lent us $37,500.  Our operating expenses are approximately $15,000 each month.  Heron will continue to lend funds to us to support our operations until we raise additional funding.  The funds we borrow from Heron accrue interest at the annual rate of 5%.  Additionally, those funds are due and payable one year from the date of each respective loan.

We estimate that we need approximately $700,000 in additional funding to support our operations during the next 12 months.  We anticipate that we should be able to generate cash in excess of $1,100,000 from the sale of our current inventory.  That inventory is fully paid and the proceeds from the sale of that inventory will be used to purchase additional inventory, pay our general and administrative expenses, and additional working capital necessary to conduct our business.  To the extent we are not able to sell our inventory or the sale of our inventory does not provide sufficient proceeds to fund our operations, we will continue to borrow money from Heron.

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OUR BUSINESS - continued

We are in the business of purchasing and selling, both as principal and agent for certain of our clients, rare coins, precious metals and antiquities of all kinds.  Our primary business objective is to become one of the leading suppliers of rare antiquities, selling to affluent collections, investors and dealers worldwide.

Our revenue is derived from the sale of rare coins, precious metals and antiquities.

At March 31, 2012, we had $152 cash on-hand and our accumulated deficit was $1,546,189.  At December 31, 2011, we had $4,991 cash on-hand and our accumulated deficit was $1,473,252.  We have incurred operating losses since our formation and expect to incur losses for the foreseeable future, and we may not achieve profitability.  We expect to incur negative cash flows as we increase our inventory and incur operating losses.  Because of the operating losses and negative cash flows, there is substantial doubt as to our ability to continue as a going concern.  We will need to generate revenues in excess of the current amounts to achieve profitability and positive cash flows necessary to continue operating our business.

Presently, Thomas Gingerich, our Chief Financial Officer, is our only employee.  Our officers, directors and consultants are responsible for all planning, development and operational duties and will continue to do so throughout the early stages of our growth.  Human resource planning will be a part of an ongoing process that will include regular evaluation of our operations.

We intend to hire employees at such time as we determine it is appropriate.  We can provide no assurance or guarantee of the date upon which we will hire those employees.

We have no present plans to be acquired or to merger with another company, nor do we company, nor any of our shareholders, have plans to enter into a change of control or similar transaction.

Jumpstart Our Business Startups Act

We are electing to not opt out of JOBS Act extended accounting transition period. This may make our financial statements more difficult to compare to other companies.

Pursuant to the JOBS Act of 2012, as an emerging growth company, we can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the standard for the private company. This may make comparison of our financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, as possible different or revised standards may be used.

Emerging Growth Company

The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. We meet the definition of an emerging growth company and as long as we qualify as an “emerging growth company,” we will, among other things:

· be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act;

· be temporarily exempted from various existing and forthcoming executive compensation-related disclosures, for example: “say-on-pay”, “pay-for- performance”, and “CEO pay ratio”;

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OUR BUSINESS - continued

· be temporarily exempted from any rules that might be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting;

· be temporarily exempted from having to solicit advisory say-on-pay, say- on-frequency and say-on-golden-parachute shareholder votes regarding executive compensation pursuant to Section 14A of the Securities Exchange Act of 1934, as amended;

· be permitted to comply with the SEC’s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and

· be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies).

We will continue to be an emerging growth company until the earliest of:

· the last day of the fiscal year during which we have annual total gross revenues of $1 billion or more;

· the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered pursuant to the Securities Act of 1933, as amended;

· the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or

· the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million (Exchange Act Rule 12b-2).

The offering

Securities being offered:	Up to 2,602,959 shares of our common stock, $.001 par value by the selling stockholders.
Offering price per share:	$.30
Offering period:	The shares will be offered on a time-to-time basis by the selling stockholders.
Net proceeds:	We will not receive any proceeds from the sale of the shares.
Use of proceeds:	We will not receive any proceeds from the sale of the shares.
Number of Shares of Common Stock Authorized and Outstanding:	178,011,826 shares of common stock issued and outstanding, 249,000,000 shares of $.001 par value common stock authorized.

The number of shares of our common stock outstanding excludes:

· A total of 500,000 shares of common stock issuable upon the exercise of outstanding stock options;

· A total of 10,000,000 shares of common stock reserved for future issuance pursuant to our 2010 Stock Incentive Plan, which we refer to as the “Plan”;

· A total of 1,000,000 shares of common stock issuable upon the conversion of shares of our preferred stock;

· Those shares of our common stock issuable upon the conversion of a Convertible Demand Promissory Note dated June 16, 2011, in the principal amount of $47,125; and

· A total of 1,606,441 shares of common stock issuable on the exercise of outstanding warrants.

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OUR BUSINESS - continued

There is no trading market for our common stock.  We intend to apply for participation on the Over-the-Counter Bulletin Board (“OTCBB”), and we hope that thereafter such trading market will develop.  The selling stockholders will sell at a fixed price of $.30 per share until prices of our common stock are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices.

We intend to enter into an agreement with a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and a member in good standing of FINRA to assist us in connection with causing the prices of our common stock to be quoted on the OTCBB.  There can be no assurance that any application filed by any sponsoring market maker for such quotation on the OTCBB will be approved.

Selected Financial Information

	For the year ended December 31, 2011		For the year ended December 31, 2010		For the 3 months ended March 31, 2012 (unaudited)
BALANCE SHEET DATA:
Current Assets:	$	870,901	$	740,278	$	773,542
Total Assets:	$	870,901	$	740,278	$	773,542
Total Liabilities:	$	190,024	$	343,672	$	165,602
Stockholders’ Equity (Deficit):	$	680,877	$	396,606	$	607,940

STATEMENT OF OPERATIONS DATA:	For the year ended December 31, 2011			For the year ended December 31, 2010			For the 3 months ended March 31, 2012 (unaudited)
Revenue:	$	380,950		$	1,959,023		$	152,841
Gross Profit:	$	(44,050	)	$	441,529		$	15,621
Operating Expenses:	$	1,033,331		$	807,512		$	88,558
Net (Loss):	$	(1,059,492	)	$	(504,232	)	$	(72,937	)

The foregoing summary information is qualified by and should be read in conjunction with our financial statements and accompanying footnotes, appearing elsewhere in the registration statement of which this prospectus is a part.

RISK FACTORS

This prospectus contains forward-looking statements, which relate to future events or our future financial performance.  In some cases, those forward-looking statements can be identified by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks specified below that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Investors should carefully consider the following factors in evaluation our business, operations and financial condition.  Additional risks and uncertainties not presently known to us, that we currently deem immaterial, or that are similar to those faced by other companies in our industry or business in general, such as competitive conditions, may also impair our business operations.  The occurrence of any of the following risks could have a material adverse effect on our business, financial condition and results of operations.

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RISK FACTORS - continued

Risks Related to Our Business

Our limited operating history makes it difficult to evaluate our business and future prospects.

We were formed in 2009.  While we have conducted development, sales and marketing activities, recently we have been operating at a loss.  Any purchaser of our common stock should consider our business and prospects in light of the risks and difficulties we will encounter as an early stage business.  These risks include:

· Our ability to effectively and efficiently market and distribute our products,

· Our ability to obtain market acceptance of our current and future products, and

· Our ability to sell our products at competitive prices, which exceed our per unit costs.

We may not be able to resolve these risks and difficulties, which could materially and adversely affect our revenue, operating results and our ability to continue to operate our business.

Our limited operating history makes it difficult to evaluate our business and future prospects.  We cannot provide any assurance that we will operate profitably.  Additionally, our operations will be subject to risks inherent in the operation of an early stage business, including, among other things, the purchase and sale of rare coins, precious metals and antiquities and implementation of our marketing campaigns and strategies.  Our ability to generate future revenues will be dependent on a number of factors, most of which are beyond our control, including demand for rare coins, precious metals and antiquities, market competition and government regulation.  As with any investment in a company with a limited operating history, ownership of our securities may involve significant risks and is not recommended if an investor cannot reasonably accommodate the risk of a total loss of his or her investment.

We require additional funding to continue our operations.  If we do not secure additional funding, we may not be able to continue as a going concern.

We incurred a net loss of $72,937 for the 3 months ended March 31, 2012.  We incurred a net loss of $1,059,492 for the year ended December 31, 2011.  We anticipate these losses will continue for the foreseeable future.

On March 31, 2012, we had cash reserves of $152 and negative retained earnings of $1,546,189.  On December 31, 2011, we had cash reserves of $4,991and negative retained earnings of $1,473,252.  We estimate that such cash reserves are not sufficient to fund our daily operations.  To fund our daily operations we must raise additional capital.  No guarantee or assurance can be given that we will receive additional funds required to fund our daily operations.  In addition, in the absence of the receipt of additional funding, we may be required to scale back our operations.  Currently, we have enough cash to satisfy those obligations that we can’t accrue or defer until September 30, 2012, and we will require approximately $700,000 to operate our business during the next 12 months.

Because of the lingering effects of the recession and the lack of available credit for businesses such as ours, we may be hampered in our ability to raise the necessary working capital.  We cannot provide any assurance that any additional funding will be available to us, or if available, will be on terms favorable to us.  If we do not raise the necessary working capital and or increase our revenue, we will not be able to remain operational.

Our failure to raise additional capital or generate the cash necessary to finance our business could force us to limit or cease our operations.  Accordingly, we will need to raise additional funds, and we may not be able to obtain additional funds on favorable terms, if at all. If we raise additional funds by the sale of our common stock, our stockholders may experience significant dilution of their ownership interests, and the per-share value of our common stock could decline.

5

RISK FACTORS - continued

Our corporate actions are substantially controlled by Christian Briggs, James Roundtree, and Thomas Gingerich.

Christian Briggs, James Rountree, and Thomas Gingerich beneficially own approximately 87% of our outstanding shares of common stock as of the date of this prospectus. As a result, they have control of most matters requiring approval by our stockholders, without the approval of our minority stockholders.  They will, also, be able to affect most corporate matters requiring stockholder approval by written consent, without the need for a duly noticed and duly held meeting of our stockholders.  Accordingly, our other shareholders will be limited in their ability to affect change in how we conduct our business.  Mr. Briggs, Mr. Roundtree, and Mr. Gingerich have significant influence in determining the outcome of any corporate transaction or other matters submitted to our shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, the election of directors and other significant corporate actions. In addition to their stock ownership, they are key to our operations and have significant influence over our key decisions. This concentration of ownership and influence over our decision-making may also discourage, delay or prevent a change in control of the Company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of the Company and might reduce the price of our common stock. These actions may be taken even if they are opposed by our other shareholders.

Additionally, we are authorized to issue 1,000,000 shares of preferred stock.  All of those shares of preferred stock are convertible into shares of our common stock on a 1 share per 1 share basis.  Additionally, each share of our preferred stock is entitled to 250 votes per share on all matters submitted to our stockholders for a vote.  Those 1,000,000 shares of our preferred stock are issued to Heron Capital Partners, Ltd. (“Heron”), which is beneficially owned by Christian Briggs, our Chief Executive Officer.  Accordingly, in addition to those shares of common stock owned by Heron, Mr. Briggs is in a position to influence the vote of those 1,000,000 shares of our preferred stock.

Because Christian Briggs, James Roundtree, and Thomas Gingerich (our officers and directors) have other outside business activities and will have limited time to spend on our business, our operations may be sporadic, which may result in periodic interruptions or suspensions of operations. 

Because our officers and directors have other outside business activities and will only be devoting between 10% and 40% of their time, or 4 to 16 hours per week each to our operations, our operations may be sporadic and occur at times which are convenient to Mr. Briggs, Mr. Roundtree, and Mr. Gingerich.  Christian Briggs will devote 40%, or up to 16 hours per week, James Roundtree will devote 10%, or up to 4 hours per week, and Thomas Gingerich the only full-time employee of the Company, will devote 80%, or up to 40 hours per week. In the event they are unable to fulfill any aspect of their duties to the Company, we may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of the business.

We are dependent upon our current officers and directors.

We currently are managed by 3 officers (Christian Briggs, James Roundtree, and Thomas Gingerich) and 2 directors (Christian Briggs and Thomas Gingerich) and we are entirely dependent upon them in order to conduct our operations.  If they should resign or die, there will be no one to operate the company.  If our current officers are no longer able to serve as such and we are unable to find other persons to replace them, it will have a negative effect on our ability to continue active business operations and could result in investors losing some or all of their investment in the Company.  To grow our business, we will need the assistance of additional sales representatives knowledgeable in the industry.  There is no guarantee we can add such sales representatives to assist in future growth.

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RISK FACTORS - continued

Conversion by Heron Capital Partners, Ltd. of preferred stock to common stock could result in dilution to our shareholders.

Heron Capital Partners, Ltd. holds 1,000,000 shares of our preferred stock.  Those shares of our preferred stock are convertible on a one share for one share basis, into shares of our common stock.  Heron Capital Partners, Ltd. is beneficially owned by Christian Briggs, our Chief Executive Officer.  If Mr. Briggs converts shares of our preferred stock to shares of our common stock, our other stockholders may experience dilution of their ownership interests, and the per share value of our common stock could decline.  There are no restrictions regarding the conversion of that preferred stock by Mr. Briggs.

Competitors with more resources may force us out of business.

The market for rare coin, precious metal and antiquities is intensely competitive and such competition is expected to continue to increase. Generally, our actual and potential competitors are larger companies with longer operating histories, greater financial and marketing resources, with superior name recognition and established customer bases. Therefore, many of these competitors may be able to devote greater resources to attracting customers and be able to grant preferred pricing. Competition by existing and future competitors could result in our inability to secure an adequate customer base sufficient enough to support our endeavors. We cannot be assured that we will be able to compete successfully against present or future competitors or that the competitive pressure we may face will not force us to cease operations.

Our growth strategy reflected in our business plan may not be achievable or may not result in profitability.

We may not be able to implement the growth strategy contemplated in our business plan fast enough for us to achieve profitability.  Our growth strategy is dependent on a number of factors, including market acceptance of our products.  We can provide no assurance that potential customers will purchase our products or that those customers will purchase our products at the cost and on the terms assumed in our business plan.

Among other things, implementation of our growth strategy would be adversely affected if:

● we are not able to attract sufficient customers to the products we offer, considering the price and other terms required in order for us to attain the level of profitability that will enable us to continue to pursue our growth strategy;

● adequate penetration of new markets at a reasonable cost becomes impossible, in turn limiting the future demand for our products below the level assumed by our business plan;

● we are forced to significantly adapt our business plan to meet changes in our markets; and

● for any reason, we are not able to attract, hire, retain and motivate qualified personnel.

If we cannot manage our growth effectively, we may not become profitable.

Businesses which grow rapidly often have difficulty managing their growth.  If we grow as rapidly as we anticipate, we will need to expand our management by recruiting and employing experienced executives and key employees capable of providing the necessary support.  We can provide no assurance that our management will be able to manage our growth effectively or successfully.  Our failure to meet these challenges could cause us to lose money and our shareholders’ investments in us could be lost.

Among other things, implementation of our growth strategy would be adversely affected if we were not able to attract sufficient customers for the products we offer or plan to offer in light of the price and other terms required in order for us to attain the necessary profitability.

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RISK FACTORS - continued

We may not be able to maintain and expand our business if we are not able to retain, hire and integrate key management and operating personnel.

Our success depends in large part on the continued services and efforts of our key management personnel.  Competition for such personnel is intense, and the process of locating key personnel with the combination of skills and attributes required to execute our business strategies may be lengthy.  The loss of key personnel could have a material adverse impact on our ability to execute our business objectives. 

Consideration should be given to future prospects in light of the risks and uncertainties typically experienced by companies such as ours.  Some of these risks and uncertainties relate to our ability to:

· increase awareness of our products and develop user loyalty;

· raise sufficient capital to sustain and expand our business;

· maintain effective control of our costs and expenses;

· respond to competitive market conditions;

· integrate any business acquisition properly; and

· attract, retain and motivate qualified personnel.

If we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected.

Possible shortage in supply or price fluctuations of rare coins, precious metals or antiquities may have a detrimental effect on our profitability.

We have not entered into any long-term supply contracts with suppliers of major rare coins, precious metals or antiquities, and we cannot guarantee that we will be able to pass any future increases in rare coins, precious metals or antiquities purchase prices on to consumers.  In the event that there is a significant shortage or change in the prices of rare coins, precious metals or antiquities in the future and we are unable to transfer resulting cost increases to consumers, our profitability may be adversely affected. 

We have good working relationships with a limited number of suppliers for rare coins, precious metals or antiquities that are otherwise generally available. Although we believe alternative suppliers are available to supply rare coins, precious metals or antiquities, should any of these suppliers terminate its business arrangement with us or increase the prices of rare coins, precious metals or antiquities supplied by that supplier, it could delay product shipments and adversely affect our profitability.

As our business is subject to the risk of theft or loss in transit, theft or loss could hurt our reputation and affect our revenue.

We face the risk of theft from inventory or during shipment.  We will take steps to prevent such theft by implementing comprehensive surveillance and security measures. In addition, we hope to be in a position to obtain and maintain insurance to cover losses resulting from theft or loss.  However, if security measures fail, losses exceed our insurance coverage, or we are not able to maintain insurance at a reasonable cost, we could incur significant losses from theft, which would substantially harm our business and results of operations.

Our business is subject to a variety of U.S. and foreign laws, rules and regulations that could subject us to claims or otherwise harm our business.

Government regulation of the Internet and e-commerce is evolving and unfavorable changes could substantially harm our business and results of operations.  We are subject to a variety of laws in the U.S. and abroad that affect advertising, that are costly with which to comply, can result in negative publicity and diversion of management time and effort, and can subject us to claims or other remedies.  In some countries, such as the United Kingdom, regulatory agencies are required to pre-approve advertising and investigate complaints from the public.  The failure to obtain approval and/or required revisions as a result of complaints could result in delays which may reduce our revenue, increase our expenses and adversely affect our profitability.  In addition, the laws relating to the liability of providers of online services are currently unsettled both within the U.S. and abroad.  Claims can be brought under both U.S. and foreign law for defamation and other tort claims, unlawful activity, copyright and trademark infringement.

8

RISK FACTORS - continued

The Digital Millennium Copyright Act has provisions that limit, but do not necessarily eliminate, our liability for listing or linking to third-party websites that include materials that infringe copyrights or other rights, so long as we comply with the statutory requirements of this act.  The Child Online Protection Act and the Children’s Online Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. In the area of data protection, the European Union and many states have passed laws requiring notification to users when there is a security breach for personal data, such as California’s Information Practices Act.  We must comply with the Federal Trade Commission’s unfair trade practices rules and state consumer protection laws including “little” unfair trade practice rules.   Any failure on our part to comply with these laws, rules and regulations may subject us to additional liabilities.

Our officers and directors have limited experience in the rare coin, precious metals and antiquities business, and we may have to hire qualified consultants to assist in our operations. If we cannot locate qualified consultants, we may have to suspend or cease operations which will result in the loss of your investment.

Christian Briggs, our Chief Executive Officer and a member of our Board of Directors, has experience in our industry, but due to his lack of recent experience in the rare coin, precious metals and antiquities business, he and our other officers (who have no such experience) may make decisions and choices that negatively impact our operations, including marketing and sales. Consequently, our operations, earnings and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. As a result, we may have to suspend or cease operations which will result in the loss of our shareholders’ investments.  We may decide to hire independent consultants to assist us in sales and marketing.  As independent consultants, with no fiduciary responsibility to our shareholders, their expertise and sales ability may fall short of our expectations and not assist in our growth, but cause us to incur additional expense for their services.  Without name recognition, we will have a definite marketing challenge, and our competitors will have advantages in attracting customers.

The prolonged downturn in the global economy could materially and adversely affect our business and results of operations.

The global market and economic conditions during the years 2008 through 2011 are unprecedented and challenging, with recessions occurring in most major economies. Continued concerns about the systemic impact of potential long-term and wide-spread recession, energy costs, geopolitical issues, and the availability and cost of credit have contributed to increased market volatility and diminished expectations for economic growth around the world. The difficult economic outlook has negatively affected businesses and consumer confidence and contributed to volatility of unprecedented levels.

We may not maintain sufficient insurance coverage for the risks associated with our business operations.

Risks associated with our business and operations include, but are not limited to, claims for wrongful acts committed by our officers, directors, and other representatives, the loss of intellectual property rights, the loss of key personnel and risks posed by natural disasters. Any of these risks may result in significant losses. We do not carry business interruption insurance. In addition, we cannot provide any assurance that our insurance coverage is sufficient to cover any losses that we may sustain, or that we will be able to successfully claim our losses under our insurance policies on a timely basis or at all. If we incur any loss not covered by our insurance policies, or the compensated amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations could be materially and adversely affected.

9

RISK FACTORS - continued

Material weaknesses in our internal controls and financial reporting may limit our ability to prevent or detect financial misstatements or omissions.  As a result, our financial reports may not be in compliance with U.S. GAAP.  Any material weakness, misstatement or omission in our financial statements will negatively affect the market and the price of our stock, which could result in significant loss to our investors.

None of the members of our current management has recent experience managing and operating a public company, and they rely in many instances on the professional experience and advice of third parties. Therefore, we may, in turn, experience “weakness” and potential problems in implementing and maintaining adequate internal controls as required under Section 404 of the “Sarbanes-Oxley” Act of 2002. This “weakness” also includes a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. If we fail to achieve and maintain the adequacy of our internal controls, as such requirements are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.  Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.  If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to include in our annual reports our assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal years.  We have not yet completed any assessment of the effectiveness of our internal control over financial reporting.  We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification.

As we are an emerging growth company and have elected not to opt out of the extended transition period created by the provisions of the JOBS Act, during that transition period, our independent auditor shall not attest to, and report on, the assessment made by our management regarding the effectiveness of our internal control structure and procedures for financial reporting.

If we are unable to retain key personnel, it will have an adverse effect on our business.  We do not maintain “key man” life insurance policies on our key personnel.

The conduct of our business is dependent on retaining the services of qualified personnel.  The loss of key management, the inability to secure or retain such key personnel with unique knowledge of our business or our inability to attract and retain sufficient numbers of other qualified personnel would adversely affect our business and could have a material adverse effect on our business, operating results, and financial condition.

We do not have “key man” life insurance policies for any of our key personnel.  If we were to obtain “key man” insurance for our key personnel, of which there can be no assurance, the amounts of such policies may not be sufficient to pay losses experienced by us as a result of the loss of any of those personnel.

We intend to become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, which will require us to incur audit fees and legal fees in connection with preparation of reports.  These additional costs could reduce or eliminate our ability to operate profitability.

Following the effective date of this registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.  In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis.  Moreover, our legal counsel will have to review and assist in the preparation of such reports.  The costs charged by these professionals for such services cannot be accurately predicted at this time, because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys.  These costs will, obviously, be expenses of our operations and, therefore, have a negative effect on our ability to pay our other costs and expenses and earn a profit.

10

RISK FACTORS - continued

Risks Related to our Common Stock

We are an “emerging growth company,” and any decision on our part to comply with certain reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote regarding executive compensation, and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although, if the market value of our common stock that is held by non-affiliates exceeds $700 million during that five-year period or we issue more than $1 billion of non-convertible debt during a 3 year period, we would cease to be an “emerging growth company”. We cannot predict if investors will determine that our common stock is less desirable, if we choose to rely on these exemptions. If some investors determine that our common stock less desireable, as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

Currently, there is no public market for our common stock, and there can be no assurance that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it will probably be subject to significant price fluctuations.  We anticipate our common stock may be quoted on the OTCBB, which may result in limited liquidity and the inability of our stockholders to maintain accurate price quotations of our common stock.

Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no public market whatsoever for our common stock.  We intend to retain a broker-dealer registered with the SEC and a member in good standing of FINRA to file an application with FINRA, so as to enable the quotation for the prices of our common stock on the OTCBB.  There can be no assurance as to whether any market maker will file that application or if that application will be accepted by FINRA.  We are not permitted to file such application on our own behalf.  If that application is accepted, there can be no assurance as to whether any market for our common stock will develop or the prices at which our common stock will trade.  If that application is accepted, we cannot predict the extent to which investor interest in us will result in the development of an active, liquid trading market.  Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, it is probable that our common stock will not be followed by any market analysts, and there may be few institutions acting as market makers for our common stock.  Either of these factors could adversely affect the liquidity and trading price of our common stock.  Until an orderly market develops in our common stock, if ever, the price at which it trades will probably fluctuate significantly.  Prices for our common stock will be determined in the market and may be influenced by many factors, including the depth and liquidity of the market for our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these RISK FACTORS, investor perception, and general economic and market conditions.  No assurance can be given that an orderly or liquid market will develop for our common stock.  Because of the anticipated low price of our common stock, many brokerage firms may not be willing to effect transactions in our common stock.

11

RISK FACTORS - continued

On our liquidation, holders of our preferred stock are entitled to receive the first proceeds from the liquidation of our assets.

In the event of any liquidation, dissolution or winding up of our affairs, the holders of the shares of our preferred stock then outstanding are entitled to receive an amount equal to $1 per share from our assets legally available for distribution to our shareholders, whether from capital, surplus or earnings, and before any payment shall be made to the holders of our common stock.  In the event of any such liquidation, dissolution or winding up, there may not be sufficient proceeds from such liquidation, dissolution or winding up after the payment to the holders of our preferred stock of funds sufficient to return to the holders of our common stock the amounts of their investments, or any amount whatsoever.

The market price, if any, for our common stock may be volatile.

If a market price for our common stock should develop, that market price for our common stock may be volatile and subject to significant fluctuations in response to factors including the following:

· liquidity of the market for our shares of common stock;

· actual or anticipated fluctuations in our operating results;

· sales of substantial amounts of our common stock, or the perception that such sales might occur;

· changes in financial estimates by securities research analysts;

· changes in the economic performance or market valuations of other companies in our industry;

· announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

· addition or departure of key personnel;

· fluctuations of exchange rates between foreign currencies and the U.S. dollar;

· our dividend policy; and

· general economic or political conditions.

Our operating results may decline below the expectations of our investors.  In that event, the market price of our common stock, if any, would likely be materially adversely affected, and the value of our common stock may decline.  In addition, the securities market has, from time to time, experienced significant price and volume fluctuations that are not related to the operating performance of particular companies.  These market fluctuations may, also, materially and adversely affect the market price of our common stock, if any.

Volatility in our common share price may subject us to securities litigation.

The market for our common stock, if one develops, may be characterized by significant price volatility, and we expect that our share price may be more volatile than a seasoned issuer for the indefinite future.  In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities.  We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert our management's attention and resources.

Certain provisions of Nevada law provide for indemnification of our officers and directors at our expense and limit their liability, which may result in a major cost to us and damage the interests of our shareholders, because our resources may be expended for the benefit of our officers and/or directors.

Applicable Nevada law provides for the indemnification of our directors, officers, employees, and agents, under certain circumstances, for attorney’s fees and other expenses incurred by them in any litigation to which they become a party resulting from their association with us or activities on our behalf.  We will also pay the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us, if it is ultimately determined that any such person shall not have been entitled to indemnification.  This indemnification policy could result in substantial expenditures by us, which we will be unable to recover.

12

RISK FACTORS - continued

We have been advised that, in the opinion of the SEC, indemnification for liabilities occurring pursuant to federal securities laws is against public policy as expressed in the Securities Act of 1933 and, therefore, unenforceable.  In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer, or controlling person in the successful defense of any action, lawsuit, or proceeding, is asserted by a director, officer, or controlling person in connection with our securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the issue of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.  The legal process relating to this matter, if it were to occur, probably will be very costly and may result in us receiving negative publicity, either of which factors would probably materially reduce the market and price for our common stock, if such a market ever develops.

Any market that develops for our common stock will be subject to the penny stock restrictions, which will create a lack of liquidity and make trading difficult or impossible.

SEC Rule 15g-9 establishes the definition of a “penny stock,” for purposes relevant to us, as an equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions.  It is probable that our common stock will be considered to be a penny stock for the immediately foreseeable future.  This classification severely and adversely affects the market liquidity for our common stock.  For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker-dealer approve a person’s account for transactions in penny stocks, and the broker-dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

To approve a person’s account for transactions in penny stocks, the broker-dealer must obtain financial information, investment experience and objectives of that person and make a reasonable determination that transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker-dealer must, also, deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

· the basis on which the broker-dealer made the suitability determination, and

· that the broker-dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure, also, has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to, both, the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

13

RISK FACTORS - continued

Because of these regulations, broker-dealers may desire to not engage in the necessary paperwork and disclosures and encounter difficulties in their attempt to sell our common stock, which may affect the ability of the selling shareholders or other holders to sell our common stock in the secondary market and have the effect of reducing trading activity in the secondary market of our common stock.  These additional sales practice and disclosure requirements could impede the sale of our common stock, if and when our common stock becomes publicly traded.  In addition, the liquidity of our common stock may decrease, with a corresponding decrease in the price of our common stock.  Our common stock, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, quite probably, have difficulty selling our common stock.

We intend to not pay dividends on our common stock.

We have not paid any dividends on our common stock, and we have no plans to pay dividends on our common stock in the foreseeable future.

We intend to retain earnings, if any, to provide funds for the operation of our business.  Therefore, there can be no assurance that holders of our common stock will receive any additional cash, stock or other dividends on their shares of our common stock until we have funds which our Board of Directors determines can be allocated to dividends.  Investors that require liquidity should also not invest in our common stock.   There is no established trading market for our common stock and should one develop, it will likely be volatile and subject to minimal trading volumes.

Because we can issue additional shares of common stock, purchasers of our common stock may experience dilution.

We are authorized to issue up to 249,000,000 shares of $.001 par value common stock.  At present, there are 178,011,826 shares of our common stock issued and outstanding.  Our Board of Directors has the authority to cause us to issue additional shares of common stock without consent of any of our stockholders.  We anticipate that we will be required to raise additional capital to finance our operations, and that capital may be raised by the sale of additional shares of our common stock.  Consequently, upon the sale of additional shares of our common stock, our stockholders will experience dilution in the ownership of our common stock.

One of the effects of the existence of unissued and unreserved common stock may be to enable our Board of Directors to issue shares of our common stock to persons friendly to current management, which issuance could render more difficult or discourage in attempt to obtain control of our Board of Directors by merger, tender offer, proxy contests, or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

If a market develops for our common stock, sales of our common stock in reliance on Rule 144 may reduce prices in that market by a material amount.

All of the outstanding shares of our common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933.  As restricted securities, those shares may be resold only pursuant to an effective registration statement or pursuant to the requirements of Rule 144 or other applicable exemptions from registration under that act and as required under applicable state securities laws.  Rule 144 provides in essence that an affiliate (i.e., an officer, director, or control person) who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1.0% of the issuer’s outstanding common stock.  The alternative average weekly trading volume during the four calendar weeks prior to the sale is not available to our shareholders, as the OTCBB (if and when the prices of our common stock are quoted thereon) is not an “automated quotation system” and, accordingly, market based volume limitations are not available for securities quoted only on the OTCBB.

14

RISK FACTORS - continued

Pursuant to the provisions of Rule 144, there is no limit on the number of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days before the date of the proposed sale) after the restricted securities have been held by the owner for a prescribed period.  A sale under Rule 144 or under any other exemption from the Securities Act of 1933, if available, or pursuant to registration of shares of our common stock held by our stockholders, may reduce the price of our common stock in any market that may develop.

Any trading market that may develop for our common stock may be restricted, because of state securities “Blue Sky” laws which prohibit trading absent compliance with individual state laws.

Transfers of our common stock may, also, be restricted under the securities laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws.  Absent compliance with such laws, our common stock may not be traded in such jurisdictions.  Because the shares of our common stock registered hereunder have not been registered for resale under the “Blue Sky” laws of any state, the holders of such shares and persons who desire to purchase such shares in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions upon the ability of investors to sell and purchasers to purchase such shares.  These restrictions prohibit the secondary trading our common stock.  We currently do not intend and may not be able to qualify securities for resale in those states which do not offer manual exemptions and require securities to be qualified before they can be resold by our shareholders.  Accordingly, investors should consider the secondary market for our securities to be limited.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares of the common stock offered by the selling stockholders.  We are registering 2,012,761 of our 175,951,037 currently outstanding shares of our common stock for resale to provide the holders thereof with tradable securities, but the registration of such shares does not necessarily mean that any of such shares will be offered or sold by the holders thereof.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2012.  The table should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus:

Common stock, $.001 par value	$	178,013
Preferred stock, $.001 par value	$	1,000
Additional paid-in capital	$	1,975,116
Accumulated deficit	$	(1,546,189	)
Total stockholders’ equity (deficit)	$	607,940

DETERMINATION OF OFFERING PRICE

There is no established public market for the shares of our common stock being registered.  The shares of our common stock registered by this registration statement were issued at prices ranging from $.001 to $.19 per share from December 2009 through August 2011.  In determining the offering price, we selected $.30 per share, which we believe will be the value of our common stock after the registration statement of which this prospectus is a part is declared effective by the SEC.

Additionally, because we have no significant operating history and have not generated any material revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us.  No valuation or appraisal has been prepared for the business and potential business expansion.  Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

15

DILUTION

We are not offering any shares of our common stock by this prospectus.  All shares of our common stock that are being registered are owned by the selling shareholders, who will offer such shares at a fixed price of $.30 per share until the prices of our common stock are quoted on the OTCBB or another quotation service and thereafter at prevailing market prices, or privately negotiated prices.  Accordingly, we have not included information on dilution in this prospectus.

SELLING SHAREHOLDERS

All shares of our common stock offered under this prospectus are being offered by selling shareholders and may be sold from time to time for the account of the selling stockholders named in the following table.  The table also contains information regarding each selling stockholder’s beneficial ownership of shares of our common stock as of the date of this prospectus.

We have issued those 2,012,761 shares of our common stock offered by this prospectus to 48 investors pursuant to transactions which we believe are exempt from registration pursuant to the provisions of Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated pursuant thereto.

The selling shareholders may offer and sell, from time to time, any or all of the shares of our common stock which are registered for sale by this registration statement.  As the selling shareholders may offer all or only some portion of the 2,012,761 shares of our common stock to be registered, no estimate can be given as to the amount or percentage of those shares of our common stock that will be held by the selling shareholders upon termination of the offering.

SELLING SECURITYHOLDER AND RELATIONSHIP TO THE COMPANY OR ITS AFFILIATES, IF ANY	SHARES OWNED (NUMBER AND PERCENTAGE*) BEFORE OFFERING		SHARES OFFERED		SHARES OWNED (NUMBER AND PERCENTAGE*) AFTER OFFERING
Ben Ganter		10,000		10,000		0
Brent Almand		10,000		10,000		0
Brian & Jennifer Guinn		10,000		10,000		0
Bruce Wasmuth(1)		10,000		10,000		0
Carl Skelley		1,294,211		361,053		933,158
Chris Ganter		10,000		10,000		0
Clara Roundtree(2)		10,000		10,000		0
Delfino Galindo		10,000		10,000		0
Dimitri Tisnoi		10,000		10,000		0
Dominic Briggs(3)		10,000		10,000		0
Doug Davis		10,000		10,000		0
Doyle Heath McBurnett		25,000		25,000		0
Ed Prous		10,000		10,000		0
Emanual Sklom		526,316		169,079		357,237
Gunnar Sjoegren		750,000		225,000		525,000
Isaac Roundtree(4)		10,000		10,000		0
Island Stock Transfer(5)		25,000		25,000		0
Jeff Drapkin		10,000		10,000		0
Jessica Cook		10,000		10,000		0
James Roundtree(6)		100,000		62,500		37,500
Joe Denton		116,667		66,667		50,000
Jonathan Villeza		10,000		10,000		0
Joulia Prous		10,000		10,000		0
Julie Briggs(7)		10,000		10,000		0
Justin Roundtree(8)		10,000		10,000		0
Kathleen Roundtree(9)		10,000		10,000		0
Kyle Durant		10,000		10,000		0
Leslie Ball		526,316		169,079		357,237
Melissa Gentry		10,000		10,000		0

16

SELLING SHAREHOLDERS - continued

Munck Wilson Mandala, LLP(10)	200,000	87,500	112,500
Noel Spraggins	83,334	58,334	25,000
Pepperwood Partners(11)	753,666	225,917	527,749
Priscilla Huntress	10,000	10,000	0
Ricardo Villeza	10,000	10,000	0
Ronald Bratek	398,158	137,040	261,118
Scott & Daneille O’Neal	10,000	10,000	0
Sean Ryan	100,000	62,500	37,500
Shanna Brady	10,000	10,000	0
Stahl Family Revocable Tr	1,500,000	412,500	1,087,500
Stephanie Briggs(12)	10,000	10,000	0
Stuart Singer	50,000	50,000	0
Tamara Molenaar	10,000	10,000	0
The Gabrielle Briggs 1995 Trust(13)	10,000	10,000	0
Timothy Rothwell	263,158	103,290	159,868
Tom Gentry	10,000	10,000	0
Thomas Gingerich(14)	100,000	62,500	37,500
Troy Haney	10,000	10,000	0
Total:	7,111,826	2,602,959	4,508,867

*Percentage is indicated only if greater than 1%

(1) Bruce Wasmuth is the step-father of Christian Briggs, our Chief Executive Officer and a member of our Board of Directors.

(2) Clara Roundtree is the mother of James Roundtree, our Chief Operating Officer.

(3) Dominic Briggs is the son of Christian Briggs, our Chief Executive Officer and a member of our Board of Directors.

(4) Isaac Roundtree is the son of James Roundtree, our Chief Operating Officer.

(5) Island Stock Transfer is our transfer agent.  No person affiliated with Island Stock Transfer is affiliated with the Company.

(6) James Roundtree is our Chief Operation Officer.

(7) Julie Briggs is the wife of Christian Briggs, our Chief Executive Officer and a member of our Board of Directors.

(8) Justin Roundtree is son of James Roundtree, our Chief Operating Officer.

(9) Kathleen Roundtree is is the former spouse of James Roundtree, our Chief Operating Officer.

(10) Munck Wilson Mandala, LLP is a law firm.  No member of Munck Wilson Mandala, LLP is an affiliate of the Company.

(11) Pepperwood Partners provided certain consulting services to us.  No partner of Pepperwood Partners is an affiliate of the Company.

(12) Stephanie Briggs is the sister of Christian Briggs, our Chief Executive Officer and member of our Board of Directors.

(13) The beneficiary of The Gabrielle Briggs 1995 Trust is Gabrielle Briggs, who is the daughter of Christian Briggs, who is Chief Executive Officer and member of our Board of Directors.

(14) Thomas Gingerich is our Chief Financial Officer, Principal Accounting Officer, Principal Financial Officer, and a member of our Board of Directors.

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.  Shares of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, are considered as outstanding for computing the percentage of the person holding such options or warrants, but are not considered as outstanding for computing the percentage of any other person.  There are currently no shares of our common stock subject to options, warrants or preferred stock.

None of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.

The selling stockholders will sell at a fixed price of $.30 per share until the prices of our common stock are quoted on the OTCBB or another quotation service and thereafter at prevailing market prices or privately negotiated prices.

We may require the shareholders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the registration statement of which this prospectus is a part untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.

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PLAN OF DISTRIBUTION

Shares offered only by selling shareholders

We are registering shares of our common stock on behalf of the selling shareholders.  The selling shareholders will offer and sell the shares of our common stock to which this prospectus relates for their own accounts.  We will not receive any proceeds from the sale of those shares.  We will pay all fees and expenses in connection with the registration of those shares.  Fees and expenses of any attorneys or other advisors retained by the selling shareholders in connection with the registration will be paid by the selling shareholders.

The selling shareholders may sell some or all of their shares of our common stock registered hereby at a fixed price of $.30 per share until the prices of our common stock are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to those prices being quoted on the OTCBB, the selling shareholders may sell their shares of our common stock registered hereby in private transactions to other individuals. Although our common stock is not listed on a public exchange, we intend to apply for participation on the OTCBB concurrently with the filing of this registration statement. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling shareholders of their shares of our common stock registered hereby must be made at the fixed price of $1.00 until the prices of our common stock are quoted on the OTCBB.

When prices for our common stock are quoted on the OTCBB, the shares of our common stock registered hereby may be sold or distributed from time to time by the selling shareholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of those shares may be effected in one or more of the following methods:

· ordinary brokers transactions, which may include long or short sales;

· transactions involving cross or block trades on any securities or market where our common stock is trading;

· through direct sales to purchasers or sales effected through agents;

· through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); or

· any combination of the foregoing;

In addition, the selling shareholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of those shares in the course of hedging the positions they assume with the selling stockholders. The selling shareholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of those shares, which shares may be resold thereafter pursuant to this prospectus. To our best knowledge, none of the selling shareholders are broker-dealers or affiliates of broker dealers.

We will inform the selling shareholders that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of those shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act of 1933. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of those shares against certain liabilities, including liabilities arising under the Securities Act of 1933.

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PLAN OF DISTRIBUTION - continued

Brokers, dealers, or agents participating in the distribution of those shares may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling shareholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements among the selling shareholders and any other shareholder, broker, dealer or agent relating to the sale or distribution of those shares.

Our affiliates and/or promoters, if any, who are offering their shares of our common stock for sale and any broker-dealers who act in connection with the sale of the shares of our common stock hereunder will be deemed to be “underwriters” of this offering within the meaning of the Securities Act of 1933, and any commissions they receive and proceeds of any sale of the shares may be deemed to be underwriting discounts and commissions under the Securities Act of 1933.

The selling shareholders and any purchasers of our common stock should be aware that any market that develops for our common stock will be subject to “penny stock” rules.

Insofar as indemnification for liabilities occurring pursuant to the Securities Act of 1933 may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, unenforceable.

If any of the selling shareholders enter into an agreement after the effectiveness of the registration statement of which this prospectus is a part to sell all or a portion of his or her shares of our common stock registered hereby to a broker-dealer as principal and that broker-dealer acts as underwriter, we will file a post-effective amendment to this registration statement identifying that broker-dealer, providing the required information regarding the plan of distribution, revising disclosures in that registration statement, as required, and filing a copy of that agreement as an exhibit to that registration statement.

Penny Stock Rules

SEC Rule 15g-9 establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions.  It is probable that our common stock will be considered to be a penny stock for the immediate foreseeable future.  For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker-dealer approve a person’s account for transactions in penny stocks and the broker-dealer receive from that person, a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker-dealer must obtain financial information, investment experience, and objectives of that person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluation the risks of transactions in penny stocks.

The broker-dealer must, also, deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker-dealer made the suitability determination and that the broker-dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in, both, public offerings and in secondary trading and commissions payable to, both, the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks.  The above requirements may create a lack of liquidity, making trading difficult or impossible and, accordingly, shareholders may find it difficult to dispose of our common stock.

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STATE SECURITIES-BLUE SKY LAWS

There is no public market for our common stock, and there can be no assurance that any such market will develop in the foreseeable future.  Transfers of our common stock may, also, be restricted under the securities laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws.  Absent compliance with such laws, our common stock may not be traded in such jurisdictions.  Because our common stock registered hereunder has not been registered for resale under the “Blue Sky” laws of any state, the holders of our common stock and persons who desire to purchase our common stock in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions regarding the ability of investors to sell our common stock and of purchasers to purchase our common stock.  Accordingly, investors may not be able to liquidate our common stock and should be prepared to hold our common stock for an indefinite period of time.

The selling shareholders may contact us directly to ascertain procedures necessary for compliance with Blue Sky laws in the applicable states relating to sellers and purchasers of our common stock.

We intend to apply for listing in a nationally recognized securities manual, which, once published, will provide us with “manual” exemptions in 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6301 entitled “Standard Manuals Exemptions.”

Thirty-three states have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by selling stockholders under this registration statement.  In these states, if we obtain and maintain an acceptable manual exemption, secondary trading of our common stock can occur without filing, review or approval by state regulatory authorities in these states.  These states are Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming.  We cannot secure this listing until after the registration statement of which this prospectus is a part is declared effective.  When we secure this listing, secondary trading of our common stock can occur in these states without further action.

We currently do not intend to and may not be able to qualify our common stock for resale in other states which require our common stock to be qualified before such common stock can be resold by our shareholders.

LIMITATIONS IMPOSED BY REGULATION M

Pursuant to applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of our common stock may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of any such distribution.  In addition, and without limiting the foregoing, each selling stockholder will be subject to applicable provisions of the Securities Exchange Act of 1934 and the associated rules and regulations thereunder, including, without limitation, Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholders.  We will make copies of this prospectus available to the selling stockholders and inform them of the requirement regarding delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the shares offered hereby.  We assume no obligation to deliver copies of this prospectus or any related prospectus supplement.

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DESCRIPTION OF SECURITIES TO BE REGISTERED

Common Stock

We are authorized to issue 249,000,000 shares of common stock, $.001 par value.  There are 178,011,826 shares of our common stock issued and outstanding on the date of this prospectus, which shares are held by 50 shareholders.  The holders of our common stock:

· Have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if, declared by our Board of Directors;

· are entitled to share ratably in all of the assets available for distribution to holders of our common stock upon liquidation, dissolution, or winding up of our affairs;

· do not have preemptive, subscription or conversion, or redemption rights; and

· are entitled to one vote per share on all matters submitted to stockholders for a vote.

See also “PLAN OF DISTRIBUTION” and “RISK FACTORS” regarding negative implications of being classified as a “penny stock.”

Preferred Stock

We are authorized to issue 1,000,000 shares of preferred stock, $.001 par value.  There are 1,000,000 shares of our preferred stock issued and outstanding on the date of this prospectus, which shares are held by one shareholder, Heron Capital Partners, Ltd., which is beneficially owned by Christian Briggs, our Chief Executive Officer.  The shares of our preferred stock:

· are senior and prior to our common stock and all other classes of capital stock issued by the Company with respect to the payment of dividends and the assets available for distribution to holders of our capital stock upon the liquidation, dissolution, or winding up of our affairs;

· are entitled to 250 votes per share on all matters submitted to our stockholders for a vote;

· may be converted to fully paid and non-assessable shares of our common stock, on a one share per one share basis; and

· in the event of any liquidation, dissolution or winding up of the Company, the holders of the shares of our preferred stock then outstanding are entitled to receive an amount equal $1 per share out of the assets of the Company legally available for distribution to its shareholders, whether from capital, surplus or earnings, before any payment shall be made to the holders of the Company’s common stock.

Stock Purchase Warrants

There are warrants outstanding to purchase 1,606,441 shares of our common stock.  Of those warrants, the per share exercise price for 578,947 shares of our common stock subject to those warrants is $.19 per share; 764,336 shares of our common stock may be purchased pursuant to those warrants at a purchase price of $.30 per share; and 263,158 shares of our common stock may be purchased pursuant to those warrants at a purchase price of $.38 per share.  The term of those warrants is 6 months and expires on the later of (i) 6 months following the date that our initial public offering pursuant to an effective registration statement pursuant to the Securities Act of 1933, as amended, regarding the offer and sale of our common stock to the public or (ii) 6 months following the date on which we become a reporting company by a merger, share exchange or other method.  A copy of the form of the agreement pursuant to which those warrants are granted is attached as an exhibit to the registration statement of which this prospectus is a part.

 

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DESCRIPTION OF SECURITIES TO BE REGISTERED - continued

Stock Purchase Options

Thomas Gingerich, our Chief Financial Officer and a member of our Board of Directors, has options to purchase 500,000 shares of our common stock at a purchase price of $.005 per share, and those options will remain in effect until those options are fully vested and exercised.  A copy of the agreement among Mr. Gingerich and the Company is attached as an exhibit to the registration statement of which this prospectus is a part.

We established the BMC Capital, Inc. 2010 Stock Incentive Plan, effective May 1, 2010, (the “Plan”).  The Plan shall terminate as of the earlier of May 1, 2020, or on that date determined by our Board of Directors.  The number of shares which may be issued pursuant to the Plan is 10,000,000.  As of the date of this prospectus, no shares have been issued pursuant to the Plan.  A copy of the Plan is attached as an exhibit to the registration statement of which this prospectus is a part.

Authorized but unissued Common Stock

Nevada law does not require stockholder approval for any issuance of authorized shares of our common stock.  Additional shares of common stock may be used for a variety of purposes, including future offerings to raise additional capital or to facilitate acquisitions.

One of the effects of the existence of unissued and unreserved common stock may be to enable our Board of Directors to issue shares of our common stock to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our Board of Directors by merger, tender offer, proxy contest, or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights; meaning that the holders of 50.1% of the outstanding shares of our common stock, voting for the election of directors, can elect all of the directors to be elected, and, in such event, the holders of the remaining shares of our common stock will not be able to elect any of our directors.

Cash Dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders.  The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Nevada anti-takeover laws

The Nevada Business Corporation Law contains a provision governing “acquisition of controlling interest.”  This law provides, generally, that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part.  The control share acquisition law provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, or (3) more than 50%.  A “control share acquisition” is, generally, defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares.  The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation.  Our Articles of Incorporation and Bylaws do not exempt our common stock from the control share acquisition law.  The control share acquisition law is applicable only to shares of “issuing corporations” as defined by the act.  An issuing corporation is a Nevada corporation, which (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; and (2) does business in Nevada directly or through an affiliated corporation.

 

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DESCRIPTION OF SECURITIES TO BE REGISTERED - continued

At this time, we do not have 100 stockholders of record who reside in Nevada. Therefore, the provisions of the control share acquisition law do not apply to acquisitions of our shares and will not until such time as these requirements have been met.  At such time as they may apply to us, the provisions of the control share acquisition law may discourage companies or persons interested in acquiring a significant interest in or control of the Company, regardless of whether such acquisition may be in the interest of our stockholders.

The Nevada “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of the Company. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met.  The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having (1) an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; (2) an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or (3) representing 10 percent or more of the earning power or net income of the corporation.  An “interested stockholder” means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof.  A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares, unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares.  If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of (1) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher; (2) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or (3) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock. The effect of Nevada's business combination law is to potentially discourage parties interested in taking control of the Company from doing so, if any such party cannot obtain the approval of our board of directors.

MARKET FOR OUR COMMON STOCK

There is no established public market for our common stock.

We intend to apply to have the prices of our common stock quoted on the Over the Counter Bulletin Board (“OTCBB”) maintained by the Financial Industry Regulatory Authority (“FINRA”) currently with the filing of the registration statement of which this prospectus is a part.  There can be no assurance that a market maker will agree to file the necessary documents with FINRA to enable us to participate on the OTCBB, nor can there be any assurance that any application filed by such market maker for quotation on the OTCBB will be approved.  We will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker that is willing to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite criteria. Our common stock may never be quoted on the Over-the-Counter Bulletin Board, or, even if quoted, a liquid or viable market may not materialize. There can be no assurance that an active trading market for our shares of common stock will develop, or, if developed, it will be sustained.

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LEGAL PROCEEDINGS

We are not a party to any pending litigation and, to the best of our knowledge, none is threatened or anticipated.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our directors, officers, promoters, and control persons are as follows:

Name	Age	Position
Christian Briggs	45	Chief Executive Officer and Director
James R. Roundtree	54	Chief Operating Officer
Thomas J. Gingerich	51	Chief Financial Officer, Principal Accounting Officer, Principal Financial Officer, and Director

Business Experience

Christian R. Briggs is our Chief Executive Officer and a member of our Board of Directors.  From April 2009 to the present, Mr. Briggs has been the Chief Executive Officer and Chairman of the Board of Cinsay, Inc.    His duties at Cinsay, Inc. are those routinely assigned to a chairman of a board of directors and chief executive officer.  On August 16, 2010, we entered into a Platform License Agreement with Cinsay, Inc., pursuant to which we license certain software and media application for use in our business.  A copy of that agreement is attached as an exhibit to the registration statement of which this prospectus is a part.  Mr. Briggs is the president and a beneficial owner of Heron Capital Partners, Ltd., a Texas limited partnership.  On April 1, 2010, we entered into a Professional Services Agreement with Heron Capital Partners, Ltd., pursuant to which we engaged Heron Capital Partners, Ltd. to provide the services of Mr. Briggs to us as our Chief Executive Officer.  A copy of that agreement is attached as an exhibit to the registration statement of which this prospectus is a part.

From October 2007 to April 2009, Mr. Briggs was the Chief Executive Officer and Owner of Briggs Digital Media, the predecessor of Cinsay, Inc. Briggs Digital Media was in the business of developing e-commerce software.

Mr. Briggs is a member of the American Numismatic Association.

James R. Roundtree is our Chief Operating Officer.  From 2009 until the present, Mr. Roundtree has been the Chief Financial Officer, Treasurer, Secretary and an owner of Cinsay, Inc.  His duties at Cinsay, Inc. include those routinely assigned to such a chief financial officer, treasurer and secretary.  From March 2005 to September 2009, Mr. Roundtree was self-employed as a consultant to businesses regarding bankruptcy matters. From February 2004 to March 2009, Mr. Roundtree was on the board of managers and Chief Financial Officer of Capital Lending Strategies, LLC (a web-based automobile loan company serving credit union clients nationwide). In 1987, Mr. Rountree received Bachelor Degree from the University of Texas at Dallas; and in 2006, Mr, Roundtree received a Juris Doctor Degree in Business and Public Administration/Accounting from William Howard Taft University.  Mr. Roundtree is a licensed as a Certified Public Accountant in the State of Texas.  Mr. Roundtree is admitted to the California State Bar to practice law.

Thomas J. Gingerich is our Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and member of our Board of Directors.  Mr. Gingerich became our only employee on February 13, 2012.     From February 2009 to February 2012, Mr. Gingerich was a manager/shareholder at Lain Faulkner & Co., PC, Dallas, Texas.   From 2006 to 2009, Mr. Gingerich was a manager at Lain Faulkner & Co., P.C.  From January 2005 through December 2005, Mr. Gingerich was the Chief Financial Officer of Davis Dining Group, a restaurant management company for twelve (12) restaurants in Dallas, Texas and Phoenix, Arizona, where his responsibilities included overseeing all tax and accounting aspects of the business.   In May 1983, Mr. Gingerich received a Bachelors Degree in Accounting from Simpson College, Indianola, Iowa.  Mr. Gingerich is a licensed Certified Public Accountant in the State of Texas and is a member of the American Institute of Certified Public Accountants, the Texas Society of CPAs, and the Texas Board of Accountacy.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - continued

Involvement in Certain Legal Proceedings

In 1988, at age 21, Christian Briggs, our Chief Executive Officer and a member of our Board of Directors, was named as a defendant in 3 criminal indictments brought by the Securities and Exchange Commission regarding securities fraud.   It was alleged that Mr. Briggs was a sales person and made cold calls selling investments in Oreo Mining Co., a Nevada corporation.  Mr. Briggs was not convicted of any crime, and it was determined he played a “minor” role in the sales of securities, but was named as a defendant because of his sales role and for not verifying information provided by officers of Oreo Mining Co. Mr. Briggs was placed on probation for a period of 10 years; provided, however, after 7 years of that probation, the judge dismissed those indictments and the final three years of that probation.

Other than specified above, none of our directors, executive officers and control persons have been involved in any of the following events during the past ten years:

· a petition under the federal bankruptcy laws or any state insolvency law that was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any joint venture in which such person was a general participant at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing;

· convicted in a criminal proceeding or is, currently, a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

· the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities:

o acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

o engaging in any type of business practice; or

o engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

· the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to act as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, for broker, leverage transaction merchant, or any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engage or continuing any conduct or practice in connection with such activity, or to be associated with persons engaged in any such activity;

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - continued

· found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated;

· found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

· the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

o any federal or state securities or commodities law or regulation; or

o any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

o any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

· the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

No compensation to Directors.

No director has received any cash or other compensation for serving as a director, and we do not plan to pay any cash or other compensation to any person for serving as a director.  Our directors are entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with our business.  Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf, other than services ordinarily required of a director.

Code of Ethics; Financial Expert

We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers.  We do not have a financial expert on our Board of Directors.

Committees of the Board of Directors

Concurrent with having sufficient members and resources, our Board of Directors will establish an audit committee and a compensation committee.  The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate our system of internal controls.  The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for our officers.  No final determination has yet been made as to the memberships of these committees or when we will have sufficient members and resources to establish those committees.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - continued

Potential Conflicts of Interest

As we do not have an audit committee or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors.  Thus, there is a potential conflict of interest, in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions.  We are not aware of any other conflicts of interest with any of our executive officers or directors.

We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

Directors Independence

Our Board of Directors is, currently, composed of members who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market, as we do not participate in that market.  The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the directors, not any of his or her family members has engaged in various types of business dealings with us.  In addition, our Board of Directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.  If our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Term of Office

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his or her respective successor is elected and qualified, or until he or she resigns or is removed in accordance with the applicable provisions of Nevada law.  Our officers are appointed by our Board of Directors and hold office until removed by our Board of Directors or until their resignation.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL SECURITY HOLDERS

The following table lists, as of the date of this prospectus, the number of shares of common stock of the Company that are beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL SECURITY HOLDERS - continued

The percentages below are calculated based on 175,951,037 shares of our common stock issued and outstanding as of the date of this prospectus.  

Name and address of owner	Number of Shares Owned before the offering	Number of Shares Owned after the offering	Percent of Class After Offering
Heron Capital Partners, Ltd.(1) 3267 Bee Caves Road Suite 107-122 Austin, Texas 78746	154,900,000(4)	154,900,000(4)	65%
Thomas Gingerich(2) 13355 Noel Road Suite 400 Dallas, Texas 75240	600,000(5)	537,500(7)	.003%
James Roundtree(3) 13355 Noel Road Suite 400 Dallas, Texas 75240	100,000(6)	37,500	.0002%

(1) Heron Capital Partners, Ltd. is a Texas partnership, and the President and beneficial owner of Heron Capital Partners, Ltd. is Christian Briggs, our Chief Executive Officer and a member of our Board of Directors.

(2) Thomas Gingerich is our Chief Financial Officer, Principal Accounting Officer, Principal Financial Officer, and a member of our Board of Directors.

(3) James Roundtree is our Chief Operating Officer.

(4) Includes the 1,000,000 shares of our common stock for which the 1,000,000 shares of our preferred stock held by Heron Capital Partners, Ltd. may be converted.

(5) Includes 500,000 shares of our common stock exercisable upon the conversion by Mr. Gingerich of share purchase options.

(6) Does not include those shares of our common stock issuable upon the conversion by Conforto Partners, LLC of that indebtedness in the principal amount of $47,125 evidenced by the provisions of a Convertible Demand Promissory Note dated June 16, 2011.

(7) Includes 500,000 shares of our common stock exercisable upon the conversion by Mr. Gingerich of share purchase options.

Transfer Agent

The transfer agent for our common stock is Island Stock Transfer.  Its telephone number is (727) 289-0010.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis contains statements that are forward-looking.  These statements are based on current expectations and assumptions that are subject to risks and uncertainties.  Actual results could differ materially because of factors discussed in “Factors That May Affect Future Results and Financial Condition.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS - continued

Forward-Looking Statements

This prospectus contains forward-looking statements, which relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “RISK FACTORS,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Factors That May Affect Future Results and Financial Condition

Our future operating results and financial condition are dependent on our ability to successfully sell and distribute our rare coins, precious metals and antiquities.  Inherent in this process are a number of factors that we must successfully manage in order to achieve favorable future operating results and financial condition.  Potential risks and uncertainties that could affect future operating results and financial condition include, without limitation, those factors specified herein.

Overview

BMC Capital, Inc. (“we”, “us” or the “Company”) was formed as a Nevada corporation on December 28, 2009, with the name Comanchero Corporation.  On December 30, 2009, we merged with a Texas corporation entitled Comanchero Corporation.  Pursuant to that merger, the Texas corporation was merged with and into us and, accordingly, we are the surviving corporation.  A copy of the Agreement and Plan of Merger which specifies the terms and conditions of that merger is attached as an exhibit to the registration statement of which this prospectus is a part.

On March 1, 2010, we changed our name to Hard Asset Management, Inc.  On May 3, 2010, we changed our name to BMC Capital, Inc.

On July1, 2010, we effected a 2 for 1 forward split of our then outstanding shares of common stock.

We purchase and sell rare coins, precious metals and antiquities for resale to collectors, individual and institutions.  In addition to a casual purchase of products by collectors, we have acquisition programs, Silver, Gold and Platinum, designed to provide collectors with opportunities to purchase products priced from $50,000 to $1,000,000 and up.

We purchase products to have a readily available inventory of collectibles.  We follow the metals and collectible markets, searching for products to complement our inventory, giving the novice and sophisticated collectors a variety of products to choose from.  We act as principal or agent for collectors to purchase or sell products.

Currently, we utilize a website to enable collectors to view our inventory on-line.  Our website provides a presentation of grades and prices, which allows collectors to make prudent decisions before purchasing our products.  Our website, also, allows collectors to maintain portfolios on our website to assist with resale.

As we develop our business, we intend to utilize sales representatives to contact current and potential  collectors.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS - continued

Our revenue is generated from two sources, direct sales of products to collectors and commissions earned by acting as agent for collectors.  The majority of our revenues are from selling products to collectors.  Revenues are earned from sales on our website and direct sales by our sales representatives.

Our consolidated financial statements have been prepared on a going concern basis, and we need to generate sufficient material revenue to support our ongoing operations.

Results of Operations

The following should be considered in conjunction with the financial statements and notes thereto included elsewhere herein.

Results of Operations for the 3 months ended March 31, 2012 and March 31, 20111 and the years ended December 31, 2011 and December 31, 2010.

The following table sets forth for the periods indicated certain statement of operations data.

	For the three months ended March 31, 2012 (unaudited)			For the three months ended March 31, 2011 (unaudited)			For the year ended December, 31, 2011			For the year ended December 31, 2010
REVENUE	$	152,841			-		$	380,950		$	1,959,023
COST OF GOODS SOLD	$	137,220			-		$	425,000		$	1,517,494
GROSS PROFIT	$	15,621			-		$	(44,050	)	$	441,529
OPERATING EXPENSES	$	88,558		$	76,005		$	1,033,331		$	807,512
INCOME(LOSS) ATTRIBUTABLE  TO DISCONTINUED OPERATIONS AND NON-CONTROLLING INTEREST		-			-		$	17,889		$	(138,249	)
NET INCOME (LOSS)	$	(72,937	)	$	(76,005	)	$	(1,059,492	)	$	(504,232	)

Segment information

We report information about operating segments, as well as disclosures about our products, geographic areas and major customers.  Operating segments are defined as revenue-producing components, which are generally used internally for evaluating segment performance.  We have concluded that we have only one reportable segment.

Revenue

A summary of revenue generated for the 3 months ended March 31, 2012 and March 31, 20111 and theyears ended December 31, 2011 and December 31, 2010 is as follows:

	For the three months ended March 31, 2012 (unaudited)		For the three months ended March 31, 2012 (unaudited)		For the year ended December 31, 2011		For the year ended December 31, 2010
REVENUE	$	152,841		-	$	380,950	$	1,959,023

We had revenue in the amount of $ 152,841 for the three months ended March 31, 2012.

We had no revenue for the three months ended March 31, 2011.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS - continued

Revenues increased $152,841 during the three months ended March 31, 2012 as the Company began selling platinum and palladium during the quarter due to rising prices in the metals.  The Company also began contacting potential clients to begin setting up accounts in our various sales programs. The Company did not close any sales opportunities during the three months ending March 31, 2011.

We had revenue in the amount of $380,950 for the year ended December 31, 2011.

We had revenue in the amount of $1,959,023 for the year ended December 31, 2010.

Revenues decreased $1.58 million, or 80.60% during the year ended December 31, 2011 as fewer sales opportunities existed and the number of transactions decreased from the prior year.  We increased our inventory, but due to the limited availability of sales personnel and general economic conditions, our sales decreased.

Cost of Goods Sold

	For the three months ended March 31, 2012 (unaudited)			For the three months ended March 31, 2011 (unaudited)		For the year ended December 31, 2011			For the year ended December 31, 2010
Cost of Goods Sold	$	137,220			-	$	425,000		$	1,517,494
Percent of Revenue		89.8	%		-		111.56	%		77.46	%

Our cost of goods sold was $137,220 for the three months ended March 31, 2012.

We had no cost of sales for the three months ended March 31, 2011.

Our cost of goods sold increased $137,220 for the quarter ended March 31, 2012 as compared to the three months ended March 31, 2011.  The increase was due sales activity recorded in the three months ended March 31, 2012 as compared to no sales in the three months ended March 31, 2011.  The cost of sale of a coin or metal is determined on each sale, and therefore could fluctuate from 65% to 90% of the sale price.  The Company had no cost of sales for the three months ended March 31, 2011 as there were no sales.

Our cost of goods sold was $425,000 for the year ended December 31, 2011.

Our cost of goods sold was $1,517,494 for the year ended December 31, 2010.

Our cost of goods sold decreased $1,090,000, or 72.0% to $425,000 for the year ended December 31, 2011 as compared to the year ended December 31, 2010.  The decrease was due to the lower prices and fewer sales transactions.  We continued to increase our inventory.  The cost of sales exceeded sales amounts, as certain coins did not hold their value, and were sold for less than their purchase prices.

Gross Profit

	For the three months ended March 31, 2012 (unaudited)			For the three months ended March 31, 2011 (unaudited)		For the year ended December 31, 2011			For the year ended December 31, 2010
Gross Profit (Loss)	$	15,621			-	$	(44,050	)	$	441,529
Percent of Revenue		10.2	%		-		11.56	%		22.54	%

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS - continued

We had gross profit of $15,621 for the three months ended March 31, 2012.

We had no gross profit for the three months ended March 31, 2011.

During the three months ended March 31, 2012, we had gross profit of 10.2%.  Each coin or metal sold and its cost was tracked separately, and the gross profit on items sold ranged from 4% to 20%.

We did not have a sale transaction during the three months ended March 31, 2011; therefore, did not have cost of sales.

We had $44,050 gross loss for the year ended December 31, 2011.

We had $441,529 gross profit for the year ended December 31, 2010.

During the year ended December 31, 2010, we had gross profit of 22.5%.  Each product sold and its cost was tracked separately, and the gross profit on items sold ranged from 1% to 35%.

We had only one sale transaction in 2011; therefore, the opportunity to average profits from multiple transactions did not exist.

Consulting Fees

	For the three months ended March 31, 2012 (unaudited)			For the three months ended March 31, 2011 (unaudited)		For the year ended December 31, 2011			For the year ended December 31, 2010
Consulting fees	$	60,000		$	68,900	$	1,016,137		$	760,769
Percentof Revenue		39.3	%		-		256.27	%		38.83	%

Our consulting fees were $60,000 for the three months ended March 31, 2012.

Our consulting fees were $68,900 for the three months ended March 31, 2011.

Our consulting fees consist of consulting fees and professional fees.  Consulting fees decreased $8,900, or 12.9%, to $60,000 for the three months ended March 31, 2012 as compared to $68,900 for the three months ended March 31, 2011.

For the three months ended March 31, 2012, our consulting fees were $60,000 for fees paid to Heron Capital Partners, Ltd. for the services of Christian Briggs, our Chief Executive Officer and a member of our Board of Directors.

For the three months ended March 31, 2011, our consulting fees included $68,000 for fees and bonuses paid to Heron Capital Partners, Ltd. and $900 paid to a law firm for general business issues.

Our consulting fees were $1,016,137 for the year ended December 31, 2011.

Our consulting fees were $760,769 for the year ended December 31, 2010.

Our consulting fees consisted of consulting, marketing and professional fees.  Consulting fees increased $255,368, or 33.5%, to $1,016,137 for the year ended December 31, 2011, as compared to $760,769 for the year ended December 31, 2010.

For the year ended December 31, 2011, our consulting fees included $397,000 for consulting fees paid to Heron Capital Partners, Ltd. for the services of Christian Briggs, our Chief Executive Officer and a member of our Board of Directors.  Marketing costs of $618,237 were incurred for coin sales and promotion of the Company’s products.  In addition, individuals were compensated for increasing the customer lists and locating rarities.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS - continued

For the year ended December 31, 2010, our consulting fees included $443,041 for consulting fees. We paid Heron Capital Partners, Ltd. consulting fees of $216,743.  In addition, we paid Christian Briggs $55,447 for consulting fees prior to the commencement of the consulting agreement with Heron.

General and Administrative Expenses

	For the three months ended March 31, 2012 (unaudited)			For the three months ended March 31, 2011 (unaudited)		For the year ended December 31, 2011			For the year ended December 31, 2010
General and Administrative Expense	$	28,558		$	7,105	$	17,194		$	46,743
Percent of Revenue		18.7	%		-		4.51	%		2.39	%

Our general and administrative expenses were $28,558 for the three months ended March 31, 2012.

Our general and administrative expenses were $7,105 for the three months ended March 31, 2011.

Our general and administrative increased $21,453, or 302%, to $28,558 for the three months ended March 31, 2012, as compared to $7,105 for the three months ended March 31, 2011.  During the current period, Tom Gingerich, our Chief Financial Officer, became a full time employee of the Company.

For the three months ended March 31, 2012, our general and administrative expenses included $22,765 for salaries and benefits; $4,109 for office expenses; and $1,684 for interest.

For the three months ended March 31, 2011, our general and administrative expenses included $6,620 for website expenses and $485 for licenses.

Our general and administrative expenses were $17,194 for the year ended December 31, 2011.

Our general and administrative expenses were $46,743 for the year ended December 31, 2010.

Our general and administrative decreased $29,549, or 63.2%, to $17,194 for the year ended December 31, 2011 as compared to $46,743 for the year ended December 31, 2010.

For the year ended December 31, 2011, our general and administrative expenses included $4,039 for insurance; $500 for licenses; $2,899 for interest; $1,825 for the write off of a receivable; and $7,979 for website development expenses.

For the year ended December 31, 2010, our general and administrative expenses included $18,000 for rent, $12,500 for marketing; $10,000 for travel expenses; $3,350 for website development; $1,035 for office supplies; $500 for licenses; and $1,450 for other expenses.

Liquidity and Capital Resources

As of March 31, 2012, we had cash equal to $152.  Net cash used in operating activities for the three months ended March 31, 2012 was $4,839, compared to $185,705 for the three months ended March 31, 2011.  For the three months ended March 31, 2012, our use of cash was primarily a result of the net loss of $72,937 and $49,000 used to pay our short term notes payable.    The changes in our operating assets and liabilities consisted of an increase to accounts receivable of $23,400 offset by the increase in accrued expenses of $24,578 that resulted in a cash provision of $1,178.  The cash provision was offset by a reduction in inventory of $115,920 that resulted in a net cash usage of $4,839. We used $63,980 for operating expenses, consisting of $40,000 for consulting fees, $19,219 for salaries and benefits, $4,109 for office expenses and $652 for interest expenses.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS - continued

For the three months ended March 31, 2011, our use of cash was primarily a result of the net loss of $76,005 and $124,550 payoff of accounts payable.  The changes in our operating assets and liabilities consisted of a decrease to inventory of $5,150 offset by the increase in accrued consulting fees of $20,000 that resulted in a cash provision of $14,850.  The cash provision was offset by payoff of accounts payable of $124,550 that resulted in a net cash usage of $185,705. We used $55,105 for operating expenses, consisting of $48,000 for consulting fees, $6,620 for website expenses and $485 for licenses.

As of March 31, 2012 and March 31, 2011, we had working capital usage of $4,839 and surplus of $64,295, respectively.

As of December 31, 2011, we had cash equal to $4,991.  Net cash used in operating activities for the year ended December 31, 2011 was $592,947, compared to $487,987 for the year ended December 31, 2010.  For the year ended December 31, 2011, our use of cash was primarily a result of the net loss of $1,047,566.  Our use of cash was primarily a result of the net loss of $596,398 for the year ended December 31, 2010.  We used $129,670 to purchase inventory and $330,370 for operating expenses.  We paid $317,000 for consulting fees and bonuses, $4,039 for insurance, $7,979 for website costs, $900 for legal fees and $452 for office expenses.  In addition, cash of $343,672 was used to pay our accounts payable.  The changes in our operating assets and liabilities consisted of collection of accounts receivable, short term borrowing and higher accrued expenses that resulted in a cash provision of $84,724, offset by an increase in inventory and a decrease in accounts payable that resulted in a cash usage of $473,342.

The changes in our operating assets and liabilities in for the year ended December 31, 2011, consisted of increases to accrued expenses of $84,724 that resulted in an increase to our cash, offset by an increase in inventory of $129,670 and a decrease in accounts payable of $343,672 that resulted in a cash usage of $473,342.

As of December 31, 2011 and December 31, 2010, we had net increase to cash of $2,778 and $2,213, respectively.

We anticipate we will spend approximately $30,000 for expenses associated with the registration statement of which this prospectus is a part.  Our anticipated requirement for operating our business for the next 12 months are approximately $700,000, which includes (1) $400,000 for inventory; (2) $100,000 for general and administrative purposes; and (3) $200,000 for working capital.  Working capital will be used for filing the registration statement of which this prospectus is a part, marketing/advertising, travel, salaries and office expenses.  Based on the foregoing, our cash on hand will not be adequate to satisfy our ongoing cash requirements.

Currently, we do not have enough cash to finance our operations.  Heron Capital Partners, Ltd., which is beneficially owned by Christian Briggs, our Chief Executive Officer and a member of our Board of Directors (“Heron”), lends us the funds necessary to operate our business.  Since April 1, 2012, Heron has lent us $37,500.  Our operating expenses are approximately $15,000 each month.  Heron will continue to lend funds to us to support our operations until we raise additional funding.  The funds we borrow from Heron accrue interest at the annual rate of 5%.  Additionally, those funds are due and payable one year from the date of each respective loan.

We estimate that we need approximately $700,000 in additional funding to support our operations during the next 12 months.  We anticipate that we should be able to generate cash in excess of $1,100,000 from the sale of our current inventory.  That inventory is fully paid and the proceeds from the sale of that inventory will be used to purchase additional inventory, pay our general and administrative expenses, and additional working capital necessary to conduct our business.  To the extent we are not able to sell our inventory or the sale of our inventory does not provide sufficient proceeds to fund our operations, we will continue to borrow money from Heron.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS - continued

As of the date of the registration of statement which this prospectus is a part, we have generated $2,492,814 in revenue from the sales of rare coins.  Through the period ended March 31, 2012, we issued 178,011,826 shares of common stock and 1,000,000 shares of our preferred stock.  Of those shares, 152,900,000 shares of common stock were issued to Heron Capital Partners, Ltd., which is beneficially owned by Christian Briggs, our Chief Executive Officer (“Heron”) at $.0001 and 1,000,000 shares of preferred stock were issued to Heron at $.0001 for services provided.  In addition, James Roundtree and Thomas Gingerich were each issued 100,000 shares of common stock at $.001 for services provided, and Thomas Gingerich was issued options to purchase 500,000 shares of our common stock.  We issued 3,452,879 shares of our common stock to non-related parties, receiving $778,800 in proceeds.  In addition to our officers and directors, we issued to non-related parties 21,418,947 shares of our common stock for services provided to us.  We issued 60,000 shares to of common stock to related parties of Christian Briggs as partial consideration for services provided to us by Mr. Briggs.  Additionally, we issued 40,000 shares of common stock to related parties of James Roundtree at a per share price of $.01.

Net Cash Used by Operating Activities.

Net cash used by operating activities was $4,839 for the three months ended March 31, 2012.

Net cash used by operating activities was $185,705 for the three months ended March 31, 2011.

For the three months ended March 31, 2012, our use of cash was primarily a result of the net loss of $72,937 and $49,000 used to pay our short term notes payable.    The changes in our operating assets and liabilities consisted of an increase to accounts receivable of $23,400 offset by the increase in accrued expenses of $24,578 that resulted in a cash provision of $1,178.  The cash provision was offset by a reduction in inventory of $115,920 that resulted in a net cash usage of $4,839. We used $63,980 for operating expenses, consisting of $40,000 for consulting fees, $19,219 for salaries and benefits, $4,109 for office expenses and $652 for interest expenses.

For the three months ended March 31, 2011, our use of cash was primarily a result of the net loss of $76,005 and $124,550 payoff of accounts payable.  The changes in our operating assets and liabilities consisted of a decrease to inventory of $5,150 offset by the increase in accrued consulting fees of $20,000 that resulted in a cash provision of $14,850.  The cash provision was offset by payoff of accounts payable of $124,550 that resulted in a net cash usage of $185,705. We used $55,105 for operating expenses, consisting of $48,000 for consulting fees, $6,620 for website expenses and $485 for licenses.

Net cash used by operating activities was $488,822 for the year ended December 31, 2011.

Net cash used by operating activities was $487,987 for the year ended December 31, 2010.

For the year ended December 31, 2011, our use of cash was primarily a result of the net loss of $429,329, adjusted by $225,000 for common stock issued for inventory.  We used $129,670 to purchase inventory and $330,370 for operating expenses.  We paid $317,000 for consulting fees and bonuses, $4,039 for insurance, $7,979 for website costs, $900 for legal fees and $452 for office expenses.  In addition, cash of $343,672 was used to pay our accounts payable.

For the year ended December 31, 2010, our use of cash was primarily a result of the net loss of $596,398.  We used $334,566 to purchase inventory and $364,502 for operating expenses.  We paid $272,129 for consulting fees, bonuses and commissions; $36,538 for legal fees and $9,000 for accounting fees, $12,500 for marketing, $18,000 for rent, $10,000 for travel, $3,350 for website costs and $2,985 for office and related expenses.

Net Cash Used by Investing Activities.

None.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS - continued

Net Cash Provided From Financing Activities.

Net cash provided from financing activities was $0 for the three months ended March 31, 2012.

Net cash provided by financing activities was $250,000 for the year ended March 31, 2011.

During the three months ended March 31, 2011, we received $250,000 from the sale of 867,106 shares of our common stock.

Net cash provided from financing activities was $488,600 for the year ended December 31, 2011.

Net cash provided by financing activities was $490.200  for the year ended December 31, 2010.

In 2010, we received $490,200 from the sale of 1,546,317 shares of our common stock.  In 2011, we received $488,600 from the sale of 1,686,562 shares of our common stock.  The cash was used for the purchase of inventory, payment of liabilities and payment of operating expenses.

Related Party Transactions

In June of 2006, we issued 20,000 shares of our common stock to Heron Capital Partners, Ltd. (“Heron”)  for consideration of $1,000.  Heron is owned by Austin Capital Partners, LLC (“Austin”) and Choctaw Revocable Trust (“Choctaw”).  Austin’s members and Choctaw’s beneficiaries are Christian Briggs, our Chief Executive Officer and a member of our Board of Directors, and his spouse, Julie Briggs.

On December 15, 2009, we issued 152,880,000 shares of our common stock and 1,000,000 shares of our preferred stock (100% of our preferred stock) to Heron  for services rendered to the Company.

On December 18, 2009, we issued 100,000 shares of our common stock to Thomas Gingerich, our Chief Financial Officer and a member of our Board of Directors.

For the years ended December 31, 2009, Heron was compensated $76,940 for consulting services rendered to us for the issuance of our common stock and preferred stock.

For the year ended December 31, 2009, Thomas Gingerich, our Chief Financial Officer and a member of our Board of Directors, was compensated $50 for consulting services rendered to us for the issuance of our common stock.

On April 1, 2010, we entered into a professional services agreement with Seneca Capital Partners, Ltd. (“Seneca”).  The agreement states Seneca is a consultant and agrees to provide the services of Christian Briggs to us.  The agreement continues until December 31, 2012, with an automatic two year extension, but can be terminated upon death, incapacity, or “cause”, such as fraud, dishonesty, or conduct which could result in serious prejudice to the interests of the Company and change of control of the Company.  Seneca is to be compensated $20,000 per month plus out of pocket expenses.  This agreement was terminated upon entering into a professional services agreement with Heron.

On April 1, 2010, we entered into a professional services agreement with Heron.  The agreement states Heron is an independent contractor and agrees to provide the services of Christian Briggs to us.  The agreement continues until December 31, 2020, but can be terminated upon death, incapacity, or “cause”, such as fraud, dishonesty, or conduct which could result in serious prejudice to the interests of the Company and change of control of the Company.  Heron is to be compensated $20,000 per month and reimbursed travel and other out of pocket expenses.  Pursuant to the professional services agreement, Heron will provide the services of Christian Briggs to act as our Chief Executive Officer and a member of our Board of Directors.  In that regard, Mr. Briggs will be in charge of our day to day operations, including inventory purchasing, contact with collectors, and assist in sales and management, in addition to overseeing the general management of the affairs of the Company.  Pursuant to the provisions of that agreement, Heron may receive a discretionary consulting bonus.  The consulting bonus will be based upon certain sales results upon the efforts of Mr. Briggs.  Our Board of Directors will determine if such a bonus is to be paid, and, if so, the amount of such bonus.  That bonus may be paid monthly, quarterly, or annually, at the discretion of our Board of Directors.  A copy of that agreement is attached as an exhibit to the registration statement of which this prospectus is a part.

36

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS - continued

On April 7, 2010, an option agreement was entered into by us and Thomas Gingerich, our Chief Financial Officer and a member of our Board of Directors, whereby he has the option to purchase 500,000 shares of our common stock at an exercise price of $0.005 per share.  A copy of that agreement is attached as an exhibit to the registration statement of which this prospectus is a part.

On August 1, 2010, we issued 60,000 shares of our common stock to family members of Christian Briggs.  The names of those family members, their relationships to Mr. Briggs and number of shares are as follows:

Name	Relationship	Number of Shares
Pricilla Huntress	Mother		10,000
Bruce Wasmuth	Stepfather		10,000
Julie Briggs	Wife		10,000
The Gabrielle Briggs 1995 Trust	Daughter		10,000
Dominic Briggs	Son		10,000
Stephanie Briggs	Sister		10,000

The consideration for those shares of our common stock issued to those persons is services provided by Christian Briggs to us.

As result of our merger with Comanchero Corporation, a Texas corporation, on December 18, 2009, we issued 40,000 shares of our common stock to family members of James Roundtree.  The names of those family members, their relationships to Mr. Roundtree and the number of shares are as follows:

Name	Relationship	Number of Shares
Clara Roundtree	Mother		10,000
Isaac Roundtree	Son		10,000
Justin Roundtree	Son		10,000
Kathleen Roundtree	Ex-Wife		10,000

For the year ended December 31, 2011, we paid Heron Capital Partners Ltd., which is beneficially owned by Christian Briggs, our Chief Executive Officer (“Heron”) $397,000 for consulting fees.  For the year ended December 31, 2010, we paid Seneca $155,605 and Heron $216,743 for consulting fees, and Christian Briggs $55,447 for commissions and consulting fees.

During the years ended December 31, 2010 and 2009, we sold products to Scott Asset Management for total sales prices of $972,740 and $671,316, respectively.  During the years ended December 31, 2010 and 2009, we purchased products from Scott Asset Management in the amounts of $92,466 and $45,135, respectively. Scott Asset Management was owned by Michael Scott, a member of our Board of Directors during 2010 and 2009.  The sales and purchases were arms-length transactions for coins.

On June 16, 2011, we issued a Convertible Demand Promissory Note in the principal amount of $47,125 to Conforto Partners, LLC (the “Holder”), which accrues interest at the annual rate of 10%.  The managing member of Conforto Partners, LLC is Kathleen Roundtree, who is the former spouse of James Roundtree, our Chief Operating Officer.  The Holder at any time may convert the indebtedness evidenced by the provisions of that note in whole or in part into as may fully paid and non-accessible shares of our common stock at a conversion price equal to 55% of the then “bid” price of our common stock.

37

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS - continued

Heron Capital Partners, Ltd, which is beneficially by Christian Briggs, our Chief Executive Officer and a member of our Board of Directors (“Heron”), provides the funds necessary to fund our operations.  Since April 1, 2012, Heron has lent us $17,500.  The funds lent accrue interest at the annual rate of 5% and are due and payable to Heron 1 year from the date of the respective loan.  Currently, we need approximately $15,000 each month to fund our operations.  We anticipate that Heron will continue to lend us those funds as necessary to fund our operations, to the extent that we are not able to general funds from the sale of our inventory or from the sale of our common stock.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Turner, Stone & Company, LLP is our auditors.  There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

Summary of Significant Accounting Policies

See Note 2 to our consolidated financial statements for the years ended December 31, 2011 and December 31, 2010, included herein for summary of our significant accounting policies.

OUR BUSINESS

Introduction

BMC Capital, Inc. (“we”, “us” or the “Company”) was formed as a Nevada corporation on December 28, 2009, with the name Comanchero Corporation.  On December 30, 2009, we merged with a Texas corporation entitled Comanchero Corporation.  Pursuant to that merger, the Texas corporation was merged with and into us and, accordingly, we are the surviving corporation.  A copy of the Agreement and Plan of Merger which specifies the terms and conditions of that merger is attached as an exhibit to the registration statement of which this prospectus is a part.

On March 1, 2010, we changed our name to Hard Asset Management, Inc.  On May 3, 2010, we changed our name to BMC Capital, Inc.

On July 1, 2010, we effected a 2 for 1 forward split of our then outstanding shares of common stock.

Our fiscal year ends on December 31.

Presently, Thomas Gingerich, our Chief Financial Officer, is our only employee.  Our officers, directors and consultants are responsible for all planning, development and operational duties and will continue to do so throughout the early stages of our growth.  Human resource planning will be a part of an ongoing process that will include regular evaluations of our operations.

We intend to hire employees at such time as we determine it is appropriate.  We can provide no assurance or guarantee of the date upon which we will hire those employees.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - continued

Overview of Our Business

We provide an alternative to auction houses and wholesalers for collectors to purchase rarities, metals, and antiquities.  We have three acquisition programs, the Silver Account ($50,000 - $250,000), the Gold Account ($250,000 - $1,000,000) and the Platinum Account (more than $1,000,000), which allow collectors to choose their purchase amounts.

We are in the business of purchasing and selling, both as principal and agent for certain collectors, rare coins, precious metals and antiquities of all kinds.  Our primary business objective is to become one of the leading suppliers of rare antiquities, selling to affluent collectors and dealers worldwide.

Our revenue is derived from the sale of rare coins, precious metals and antiquities.  We have 2 distinct operations from which we receive revenue.  One of those operations is the sale of very rare assets to collectors.  The second of those operations is the representation of those collectors when and if they decide to sell those assets.  Collectors that have purchased assets from other sources are invited to allow us to represent them in connection with resale of those assets.

One aspect of our business includes our sale of rare coins, precious metals and antiquities to collectors, at prices based on what we believe to be the fair market value of those items, which includes our analysis regarding the potential for increase in value.  Our profits on sales of those items vary from item to item, and we anticipate developing loyal relationships with our customers, so that they will utilize our services to resell those items and also those items that they may have purchased from other sources.

Also, we act as agent for various collectors in connection with the purchase and sale of rare coins, precious metals and antiquities.  We charge an average commission of 10 to 15% of the sales prices of any item for which we act as agent.  The selling collector establishes a minimum price for those items to be sold or, alternatively, can request advice from us with respect to the price.  This should result in the collector receiving the best price possible and, accordingly, we benefit with a larger commission.  Any cost associated with the transaction will be discussed with the selling collector and will be paid from that collector’s proceeds of the sale.

We intend to increase our sales by adding sales representatives, which shall be compensated on a commission basis.  Those sales representatives will use their collector data bases, attend trade shows and continue to be involved with the industry to develop our business.

Additionally, we are developing our website to attract and maintain collectors.  With our website, collectors can review our inventory and its various characteristics, including grade, amount on hand and the price of each collectible.  Collectors will be able to purchase, sell and trade collectibles with us using our website.  Additionally, there will be a portion of our website devoted to questions and answers, which can be used by collectors to communicate with each other and provide recommendations, current news about the industry and pricing trends concerning collectibles.

Products

A majority of our collectible inventory is rare coins, which are minted in the United States and elsewhere.  We believe that rare coins are some of the most prized assets for collectors.  Additionally, our inventory includes, currency, rare books and antiquities.

Rare Coins

We have chosen to acquire what we believe are only the most valuable of U.S. and World rare coins.  Coins have had the greatest price increases and their potential value is influenced by past performance, metal content, historical significance and artistic beauty.

We believe that rare coins may provide the collector with a hedge against inflation, financial stability and potential for significant profits.  There are significant opportunities with rare coins, and the coins to choose from vary based on a collector’s objectives.  Coins can provide a source of retirement income, as the collector can make purchases as funds are available and then trade up.

39

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - continued

Our rare coin inventory concentration is early American (circa 1793-1840) coins.  Those coins are very rare and in uncirculated condition.  We will, also, have foreign coins, from places such as Europe and most Asian countries.

Currency

The value of currency depends almost entirely on its condition or state of preservation, not the age, date or foreign currency exchange rates.  Because currency in mint condition is always worth more to collectors, it requires an experienced dealer to estimate the realistic current value of such currency.

Rare Books

We will acquire rare books, which are as unique as the collectors who collect them.  Collectors specializing in books understand the overwhelming odds against the survival of many first editions, which makes them so valuable.  We will make concerted efforts to increase this part of our business, as we believe it can be very profitable.

Antiquities

We intend to expand our antiquities inventory by adding pottery vessels, guns, jewelry, clothing and stone tools.  We believe that such as these have significant potential to increase in value.  As we increase our inventory of these items, we believe that we will experience substantial growth in revenue.

Pricing

There are three third-party grading services of coins, Professional Coin Grading Service (“PCGS”), Numismatic Guaranty Corporation (“NGC”) and Certified Acceptance Corporation (“CAC”).  Coins are graded by the independent services to determine their physical conditions.  Grades range from “Poor” to “Perfect Uncirculated”.  The grade of a coin goes a long way in determining the value.  All of our coins are graded by PCGS or NGC to ensure their quality.  The grading services also authenticate coins, and upon request, encapsulate a coin for verification purposes, if it re-enters the market.

The importance of the third-party grading system cannot be overestimated when it comes to the pricing of coins.  The rare coin valuation system has evolved to grading services that are well-respected and their prices are used as standards in the industry.  Each grading service offers price guides and lists on their websites.  A coin can be submitted for valuation as well.  We rely on the PCGS and NGC price guides to determine prices of our rare coins.  The lists are only for guidance, and our prices may occasionally vary from the price list.

Market conditions result in coins selling for higher or lower prices than published in the guides.  Accuracy of the guides depends on the persons who interpret the market and the information accessible to them.  Another factor to consider when using the guides is timing, such as how often are the guides updated.  This makes it important for dealers to consult various guides and not focus only on one source.

In determining the value and pricing, we consider scarcity, condition, supply and demand.

As a coin becomes scarcer, the price will increase.  It is difficult, however, to determine the number of coins available for sale.  The original number of coins issued (minted) is not always an accurate indicator of scarcity.  Coin population reports may help determine the scarcity or survival rate, but are not always accurate.  We have access to various sources, which assist in determining availability of coins.

40

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - continued

The condition of a coin is determined by grading, which is performed pursuant to exacting specifications by trained persons.  Experts use a scale of 1 to 70 to specify the condition of coins, using recognized specifications to determine the grade of a coin.

Because rare coins are no longer minted, the supply is limited, due to attrition, hoarding, donations to museums and government intervention.  As time goes on, the supply continues to decrease, making those coins available more valuable.

A coin’s rarity, historical significance and quality (grade) will influence the demand for that coin.  Marketing campaigns, national advertisements on TV, and redesigns of coins have attributed to increased demand for coins.  As casual collectors become more sophisticated and values of coins increase, collectors’ interest and demand for coins increase.

We consider those factors when consulting with collectors.  Combining the changes in supply with the demand is what we believe will cause our relationships with collectors to be stronger.  We will assist collectors with new collectible opportunities to increase revenue.

Markets

Rare coins are traded on an exchange (American based) that provides prices and available coins from all over the world.  Dealers can post an available coin and the price being sought for that coin.  Dealers can, also, post coins for potential purchase and the prices they are willing to pay for such coins.

Due to the lack of government regulations placed on dealers and collectors, the coin industry is very competitive and probably the reason there is no single coin brokerage firm that dominates the market.  In addition, no single collector has the resources to purchase a significant quantity of available coins to affect value.  This structure allows for a sufficient “supply/demand” market.

The supply for rare coins is diminishing.  The supply is limited to what was originally minted reduced by those coins that have been taken out of circulation.  Coins have been removed from circulation by being melted, lost for different reasons, placed in museums, or in private collections.

The demand for and collection of rare coins has been around for two thousand years.  Since gold was demonetized in 1933 and silver followed in 1968, the price of the metals quickly increased above the face exchange rate.  This caused people to pursue rare coins and became collectors.  As coins were taken out of circulation, it created a premium market for the acquisition of rare coins.

Using the basic supply and demand characteristics of coin collecting, combined with the grading concepts of rare coins, there is a recognizable pricing model and resulting market.  As collectors generally desire the best coins possible, the top grade coins are preferred and the supply decreases and, as a result, values increase.

Sales and Marketing

To gain recognition, we will utilize our website (bmccapital.com), attend trade shows, auctions and present seminars for collectors and dealers, to market, buy and sell coins and bullion.

The Internet has become a popular method many buyers of rare coins have been using to purchase, sell and trade coins.  Collectors and dealers are doing much of their own research, rather than relying solely on price guides.  Because of this, we will update our website, to not only present our inventory, but to give viewers information about the current industry and markets.  We desire that our website to be a “go-to” website for current and future collectors, where they can gain knowledge and the ability to purchase.

We intend to become active at trade shows and auctions, not only to buy and sell inventory, but increase our visibility.  Our representatives will attend shows throughout the United States.  The attendance at those shows should enable us to meet potential new collectors, demonstrate our products and knowledge in the industry and provide us with visibility in the industry.

41

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - continued

We will, also, hire and train commissioned sales representatives to market our products.

Major Customers

Our customers are mostly wealthy individuals and other dealers. Our customers consist of dealers such as Dillon Gage, Century Coin Group and Scott Asset Management.We don’t consider any customer a major customer one at this time.

Customers (collectors or dealers) can be two types, a “generalist” or a “specialist”.  The generalist acquires a wide range of coins, mints, types, years and grades.  The specialist has a more narrowed focus, and has more knowledge regarding a smaller number of coins.  We work with both types of customers, gaining knowledge of their strategies and objectives, and we will recommend additions to their collections, which we hope will build a loyalty to continue trading with us.

Competition

Our competition consists of dealers, auction houses and other collectors throughout the United States and overseas.  Some of our competitors are also some of our customers.  With the advancement of the Internet, competition is, literally, worldwide.  Anyone that can develop a website and have a small inventory or access to coins can now be a competitor.

Hundreds, if not thousands, of dealers and auction houses can be found on the Internet.  Technically, each one of them is a competitor; all are looking to attract collectors.  All of those dealers and auction houses sell coins on-line, or a collector can visit the nearest office.  The websites are those of dealers/wholesalers located throughout the United States and the world.

The American Numismatic Association (“ANA”) has more than 28,000 members, such as collectors, dealers and other persons interested in the numismatic field.  The ANA began in 1891, and has continued to create an alliance among persons interested in the numismatic industry.  The members in the ANA are potential competitors (and customers) of the Company.

Government Regulations

Our business is subject to regulation by the Federal Trade Commission. Also, to the extent that sales occur by the U.S. Mail, the U.S. Postal system regulates that aspect of our business. The regulations of those agencies are comprehensive and prohibit such things as fraud and theft. To some extent, because of the international nature of the coin industry, it is difficult for any one agency to regulate the industry completely.

Security Measures

Coins should be kept where they are protected from theft, mechanical damage, or harsh environmental conditions. The chemically reactive nature of copper and silver in coins can cause them to corrode and tarnish severely, seriously impairing their values. A dry area with an even temperature works best to maintain the coins' conditions.  We hold our inventory in safe deposit boxes in a nationally insured banking institution in Austin, Texas.

Shareholders

As of the date of this prospectus, we have 48 shareholders of record.  We are registering 2,012,761 shares of our common stock held by 45 shareholders pursuant to the Securities Act of 1933 for sale by the selling shareholders named in this prospectus.  Our officers and directors hold 153,100,000 shares of our common stock,  and 125,000 of those shares are registered for sale by the registration statement of which this prospectus is a part.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - continued

Reports to Security Holders

We are subject to the reporting and other requirements of the Securities Exchange Act of 1934, and we intend to furnish our shareholders with annual reports containing financial statements audited by our independent auditors and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year.

The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The address of that site is www.sec.gov.

RESEARCH AND DEVELOPMENT

We have not incurred any costs for research and development to date, and we have no plans to undertake any research and development activities.

INTELLECTUAL PROPERTY

We have no intellectual property.

EMPLOYEES

Thomas Gingerich, our Chief Financial Officer, is our only current employee.  Our officers, directors, and consultants are responsible for all planning, development and operational duties and will continue to do so throughout the early stages of our growth.  Human resource planning will be part of an ongoing process that will include regular evaluation of our operations.

OUR PROPERTY

Our principal executive offices are located at One Galleria Tower, 13355 Noel Road, 4th Floor, Dallas, Texas 75240, which are comprised of approximately 300 square feet and for which we pay rent of $200.00 per month.  The term of the sublease for those offices began on February 1, 2012 and expires on February 28, 2014.Those offices are subleased from Cinsay, Inc.  James Roundtree, our Chief Operating Officer, is the Chief Financial Officer of Cinsay, Inc.

We believe our current premises are adequate for our current operations.

43

EXECUTIVE COMPENSATION

The following is a summary of the compensation we paid to persons who served as our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer during the fiscal years ended December 31, 2011 and December 31, 2010.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Christian Briggs, Chief Executive Officer	2011	-	-	-	-	-	-	$397,000(1)	$397,000
	2010	-	-	-	-	-	-	$216,743(1) $55,447(2)	$272,190
Thomas Gingerich, Chief Financial Officer	2011	-	-	-	-	-	-	-	-
	2010	-	-	$50	$188,252	-	-	-	$188,302
James Roundtree, Chief Operating Officer	2011	-	-	-	-	-	-	-	-
	2010	-	-	$50	-	-	-	-	-

(1)           Consulting fees paid to Heron Capital Partners, Ltd.

(2)           Sales commission and bonus

Compensation

We are not a party to any employment agreements.

We intend to provide our named executive officers (as defined in Item 402 of Regulation S-K) with a competitive base salary that is in line with their roles and responsibilities, when compared to peer companies of comparable size in similar locations.

The base salary will be established and reviewed based on responsibilities, the experience and tenure of the individual and the current and potential contributions of the individual.  The base salary will be compared to the list of similar positions within comparable peer companies, and consideration will be given to the individual’s relative experience in his or her position.  Base salaries will be reviewed periodically and at the time of promotion or other changes in responsibilities.

We plan to implement a comprehensive compensation program, which will take into account other elements of compensation, including, without limitation, short and long term compensation, cash and non-cash, and other equity-based compensation, such as stock options.  We expect that this compensation program will be comparable to the programs of our peer companies and aimed to retain and attract talented individuals.

Our compensation committee consists of Christian Briggs, James Roundtree and Thomas Gingerich.

We have no plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement, including, but not limited to, tax qualified defined benefit plans, supplemental executive retirement plans, tax qualified defined contribution plans and non-qualified defined contribution plans.

There are no contracts, agreements, plans or arrangements, whether written or oral, that provide for payment to a named executive officer at, following, or in connection with the resignation, retirement or other termination of a named executive officer or a change in control of the Company or a change in the executive officer’s responsibilities following a change in control, with respect to each named executive officer.

EXPERTS

The financial statements included in this prospectus and the registration statement of which this prospectus is a part have been audited by Turner, Stone & Company, LLP; 12700 Park Central Drive; Suite 1400; Dallas; Texas 75251, an independent registered public accounting firm, to the extent and for the periods set forth in its report appearing elsewhere herein and in that registration statement, and are included in reliance upon such report given upon the authority of that firm as experts in auditing and accounting.

44

LEGAL MATTERS

An opinion regarding the validity of the issuance of the shares of our common stock offered hereby will be provided for us by Stepp Law Corporation, 15707 Rockfield Boulevard, Suite 101, Irvine, California 92618-2870.  A copy of the correspondence pursuant to which Stepp Law Corporation provides that opinion is included in this registration statement as an exhibit.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933 with respect to the shares of common stock described herein.  This prospectus, which constitutes part of that registration statement, does not include all of the information contained in that registration statement.  You should refer to that registration statement and its exhibits for additional information.  Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to that registration statement for copies of the actual contract, agreement or other document.  We will be required to file annual, quarterly and special reports, proxy statements and other information with the SEC.

You can reason the registration statement and our future filings with the SEC, over the Internet at the SEC’s website at http://www.sec.gov.  You may also reason and copy any document that we file with the SEC at its public reference room at 100 F Street, N.E., Washington, DC 20549.

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

45

BMC CAPITAL, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets December 31, 2011 and 2010	F-3
Consolidated Statements of Operations For the Years Ended December 31, 2011 and 2010	F-4
Consolidated Statements of Changes in Stockholders' Equity For the Years Ended December 31, 2011 and 2010	F-5
Consolidated Statements of Cash Flows For the Years Ended December 31, 2011 and 2010	F-6
Notes to Consolidated Financial Statements	F-7

Condensed Consolidated Balance Sheets March 31, 2012 (Unaudited) and December 31, 2011	F-16
Condensed Consolidated Statements of Operations (Unaudited) For the Three Months Ended March 31, 2012 and 2011	F-17
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) For the Three Months Ended March 31, 2012	F-18
Condensed Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2012 and 2011	F-19
Notes to Unaudited Consolidated Financial Statements	F-20

F-1

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

BMC Capital, Inc.

Dallas, Texas

We have audited the accompanying consolidated balance sheets of BMC Capital, Inc., (the “Company”) as of December 31, 2011 and 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of BMC Capital, Inc. at December 31, 2011 and 2010, and the results of its consolidated operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Turner, Stone & Company, L.L.P.

Certified Public Accountants

Dallas, Texas

August 10, 2012

F-2

BMC Capital, Inc.

Consolidated Balance Sheets

December 31, 2011 and 2010

	December 31,
	2011			2010
Assets
Current Assets
Cash	$	4,991		$	2,213
Inventory-Coins		865,610			735,940
Accounts Receivable		300			2,125
Total Curent Assets		870,901			740,278
Total Assets	$	870,901		$	740,278
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable	$	-		$	343,672
Short Term Notes Payable, related party (Note 5 and 6)		107,125			-
Accrued Consulting Fees, related party (Note 5)		80,000			-
Accrued Interest		2,899			-
Total Current Liabilities		190,024			343,672
Total Liabilities		190,024			343,672
Commitments and Contingencies (Note 8)
Stockholders' Equity (Note 3)
Preferred Stock, convertible, $.001 par value; 1,000,000 shares
authorized; 1,000,000, issued and outstanding		1,000			1,000
Common Stock $.001 par value 249,000,000
authorized;177,258,160 issued and 178,011,826 outstanding
as of December 31, 2011 and 173,514,475 issued and
outstanding as of December 31, 2010		178,013			173,515
Additional paid-in capital		1,975,116			647,777
Non-controlling interest		-			107,834
Retained deficit		(1,473,252	)		(533,520	)
Total Stockholders' Equity		680,877			396,606
Total Liabilities and Stockholders' Equity	$	870,901		$	740,278
The accompanying footnotes are an integral part of these consolidated financial statements.

F-3

BMC Capital, Inc.

Consolidated Statements of Operations

For the Years Ended December 31, 2011 and 2010

	2011			2010
Revenues
Revenues	$	380,950		$	1,959,023
Cost of Goods Sold		425,000			1,517,494
Gross Profit (Loss)		(44,050	)		441,529
Operating Expenses
Consulting fees (Note 5)		397,000			715,231
Marketing fees		618,237			-
Professional fees		900			45,538
General and administrative		17,194			46,743
Loss from continuing
operations before provision for income taxes		(1,077,381	)		(365,983	)
Provision for income taxes (Note 4)		-			-
Net Loss from continuing operations		(1,077,381	)		(365,983	)
Income (Loss) from discontinued operations without
tax benefits (Note 8)		29,815			(230,415	)
Net loss		(1,047,566	)		(596,398	)
Plus net loss attributable to the noncontrolling interest		(11,926	)		92,166
Net loss attributable to BMC Capital, Inc.	$	(1,059,492	)	$	(504,232	)
Basic and diluted
earnings per share	$	0.00		$	0.00
Weighted average number of
common shares  outstanding		176,313,000			172,133,000
The accompanying footnotes are an integral part of these consolidated financial statements.

F-4

BMC Capital, Inc.

Consolidated Statements of

Changes in Stockholders' Equity

For the Years Ended December 31, 2011 and 2010

	Shares				Preferred		Common		Additional						Non-
	Preferred		Common		Stock		Stock		Paid-in			Deficit			controlling
	Stock		Stock		Amount		Amount		Capital			Accumulated			Interest			Total
Balance as of December 31, 2009		1,000,000		171,200,000	$	1,000	$	171,200	$	(83,210	)	$	(29,288	)	$	-		$	59,702
Capitalization of subsidiary from unrelated party		-		-		-		-		-			-			200,000			200,000
Shares issued for services		-		768,158		-		768		254,082			-			-			254,850
Shares issued for cash		-		1,546,317		-		1,547		288,653			-			-			290,200
Options issued for services		-		-		-		-		188,252			-			-			188,252
Net (loss)		-		-		-		-		-			(504,232	)		(92,166	)		(596,398	)
Balance as of December 31, 2010		1,000,000		173,514,475		1,000		173,515		647,777			(533,520	)		107,834			396,606
Shares issued for inventory		-		750,000		-		750		224,250			-			-			225,000
Shares issued for cash		-		1,686,562		-		1,687		486,913			-			-			488,600
Shares issued for services		-		2,060,789		-		2,061		616,176			-			-			618,237
Liquidation of First Collectibles, Inc.		-		-		-		-		-			119,760			(119,760	)		-
Net (loss)		-		-		-		-		-			(1,059,492	)		11,926			(1,047,566	)
Balance as of December 31, 2011		1,000,000		178,011,826	$	1,000	$	178,013	$	1,975,116		$	(1,473,252	)	$	-		$	680,877
The accompanying notes are an integral part of these consolidated financial statements.

F-5

BMC Capital, Inc.

Consolidated Statements

of Cash Flows

For the Years Ended December 31, 2011 and 2010

	2011			2010
Cash Flow from Operating Activities
Net loss	$	(1,047,566	)	$	(596,398	)
Adjustments to reconcile net (loss) to net cash used in
operating activities
Issuance of common stock for services		618,237			254,850
Issuance of common stock for inventory		225,000			-
Options issued for services		-			188,252
Changes in operating assets and liabilities:
Accounts Receivable		1,825			(125	)
Inventory-Coins		(129,670	)		(672,440	)
Accounts Payable		(343,672	)		337,874
Accrued Consulting Fees		80,000			-
Accrued Interest		2,899			-
Net cash used in operating activities		(592,947	)		(487,987	)
Cash Flow from Investing Activities
Net cash used in investing activities		-			-
Cash Flow from Financing Activities
Capitalization of subsidiary by unrelated third party		-			200,000
Short term notes payable		107,125			-
Issuance of common stock		488,600			290,200
Net cash used in financing activities		595,725			490,200
Net increase in cash		2,778			2,213
Cash at beginning of year		2,213			-
Cash at end of year	$	4,991		$	2,213
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest	$	-		$	-
Income Taxes	$	-		$	-
The accompanying footnotes are an integral part of these consolidated financial statements.

F-6

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Years Ended

December 31, 2011 and 2010

1. Nature of Operations

BMC Capital, Inc. (“Company”) was incorporated under the laws of the State of Nevada on December 28, 2009.  The Company was formerly known as Comanchero Corporation (“Comanchero”), which was incorporated under the laws of the State of Texas on June 29, 2006, and began organization and operations at that time.  On May 3, 2010, the Company filed a Certificate of Amendment and elected to change its name to BMC Capital, Inc.

The Company buys and sells rare coins, precious metals and collectibles.  From inception, the Company has established a broad range of vendor and strategic partner contacts to further its business model. It also has an extensive database of rare coins, precious metals, rare coin collectors and investors. The Company has developed its own website and is fully equipped for internet trading.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Use of Estimates and Assumptions

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include those of the Company and its 60% owned subsidiary, First Collectibles, Inc.  All intercompany balances and transactions have been eliminated in consolidation.

Cash and cash equivalents

The Company considers all cash on hand, cash in banks and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.  At times cash and cash equivalent balances at a limited number of banks and financial institutions may exceed insurable amounts.  The Company believes it mitigates its risks by depositing cash or investing in cash equivalents in major financial institutions. At December 31, 2011 and 2010 none of the Company’s cash was in excess of federally insured limits.

F-7

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Years Ended

December 31, 2011 and 2010

2. Summary of Significant Accounting Policies - continued

Revenue Recognition

The Company recognizes revenue when:

· Persuasive evidence of an arrangement exists:

· Delivery has occurred;

· Price is fixed or determinable; and

· Collectability is reasonably assured.

 The Company closely follows the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic (“ASC”) 605, “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.

Accounts Receivable

The Company carries its accounts receivable at their estimated realizable amounts and periodically evaluates the credit condition of its customers.  The allowance for uncollectible accounts receivables is based on the Company’s historical bad debt experience and on management’s evaluation of collectability of the individual outstanding balances.  As of December 31, 2011 and 2010, the Company had not identified any uncollectible accounts.

Inventory

Inventory, consists of rare coins, metals and collectibles, which are valued at the lower of cost (computed on a specific item basis) or market.

Fair Value of Financial Instruments

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company follows the accrual method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

F-8

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Years Ended

December 31, 2011 and 2010

2. Summary of Significant Accounting Policies - continued

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with ASC 260 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potentially dilutive common shares if their effect is anti-dilutive.

The Company has excluded dilutive instruments from the loss per share calculation for the year ended December 31, 2011 because they would have been anti-dilutive.  During the year ended December 31, 2010 the Company did not have any potential dilutive instruments outstanding.

Share based Compensation

Compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the consolidated financial statements and covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.  That cost will be measured based on the estimated fair value of the equity or liability instruments issued.  See Notes 3 and 6.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s options would have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models may not necessarily provide a reliable single measure of the fair value of the Company’s options, although they provide the best estimate currently available.

A summary of the status of the Company’s option grants as of December 31, 2011 and the changes during the period then ended is presented below:

			Weighted-Average
	Shares		Exercise Price
Outstanding December 31, 2009		- -	$	0.005
Granted		500,000	$	0.005
Exercised		- -	$	0.005
Outstanding December 31, 2010		500,000	$	0.005
Granted		- -	$	0.005
Exercised		- -	$	0.005
Outstanding December 31, 2011		500,000	$	0.005
Options exercisable at December 31, 2011		500,000	$	0.005

F-9

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Years Ended

December 31, 2011 and 2010

2. Summary of Significant Accounting Policies - continued

The weighted average fair value at date of grant for options during the years ended December 31, 2011 and 2010 was estimated using the Black-Scholes option valuation model with the following:

Average expected life in years	10
Average risk-free interest rate	3.57	%
Average volatility	28.30	%
Dividend yield	0.00	%

A summary of the status of the Company’s vested and nonvested option grants at December 31, 2011 and 2010 and the weighted average grant date fair value is presented below:

			Weighted Average		Weighted Average
			Grant Date		Grant Date
	Shares		Fair Value per Share		Fair Value
Vested		500,000	$	0.376501	$	188,252
Nonvested		0	$	- -	$	- -
Total		500,000	$	0.376501	$	188,252

Recent Accounting Pronouncements

During the year ended December 31, 2011 and through August 10, 2012, there were several new accounting pronouncements issued by the FASB the most recent of which was Accounting Standards Update 2012-02, Intangibles–Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.  Each of these pronouncements, as applicable, has been or will be adopted by the Company.  Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

3. Stockholders’ Equity

On March 24, 2010, (the “Record Date”) the Board of Directors of the Company declared a stock split of one share of common stock of the Company for each share of common stock held by shareholders as of March 24, 2010.  All common stock amounts herein have been retroactively adjusted for the 2-1 stock split unless stated otherwise.

The total number of common stock authorized that may be issued by the Company is 249,000,000 shares and 1,000,000 Preferred Shares each with a par value of $.001 per share. No other class of shares is authorized.

On December 17, 2009, the Company authorized the issuance of 152,880,000 shares of common stock and 1,000,000 of preferred stock, (100% of the preferred stock issued) to Heron Capital Partners, Ltd. (“Heron”) for services rendered to the Company.  Heron is owned by Austin Capital Partners, LLC (“Austin”) and Choctaw Revocable Trust (“Choctaw”).  Austin’s members and Choctaw’s beneficiaries include Christian Briggs, the Company’s chief executive offer and a director.

F-10

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Years Ended

December 31, 2011 and 2010

3. Stockholders’ Equity - continued

As of December 31, 2011 outstanding common shares exceeded the issued shares by 753,666.  A shareholder purchased 753,666 shares during 2011 but the shares were not issued until May 11, 2012. (Note 10).

 Common Stock

The following table illustrates the common stock transactions for the years ended December 31, 2011 and 2010:

	Preferred		Common
Category	Shares		Shares		Options
Balance as of December 31, 2009		1,000,000		171,200,000
For the year ended December 31, 2010
Cash				1,546,317
Services				768,158		500,000
Subtotal				2,314,475		500,000
For the year ended December 31, 2011
Cash				1,686,562
Services				2,060,789
Inventory				750,000
Subtotal				4,497,351
Total as of December 31, 2011
Cash				3,432,879
Services		1,000,000		173,828,947		500,000
Inventory				750,000
		1,000,000		178,011,826		500,000

Preferred Stock

On December 17, 2009, the Company authorized the issuance of 1,000,000 shares of Series A convertible preferred stock to Heron Capital Partners, Ltd. for services rendered to the Company.

The preferred stock (a) shall rank senior and prior to the common stock and all other classes issued by the Company; (b) shall be entitled to 250 votes for each share; and (c) shareholder may convert one share of preferred stock to one share of common stock.

All shares of preferred stock are owned by Heron Capital Partners, Ltd.  See Note 5.

4. Income Taxes

Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Current and accumulated deferred tax benefit at the effective combined Federal income tax rate of 34% is $129,000 and $0, respectively, and a valuation allowance has been set up for the full amount because it is “more likely than not” that the accumulated deferred tax benefit will not be realized in the future.

F-11

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Years Ended

December 31, 2011 and 2010

4. Income Taxes - continued

The following table sets forth the components of estimated net deferred tax assets attributable to the Company’s net operating loss carry forward of approximately $267,000 as of December 31, 2011 and 2010.

	2011			2010
NOL carry forward		91,000			-
Less: valuation allowance		(91,000	)		-
Net deferred tax asset	$	-		$	-

A reconciliation of estimated income tax expense at the statutory combined Federal and state income tax rate for the years ended December 31, 2011 and 2010 is as follows:

	2011			2010
Income tax expense combined rate		0	%		0	%

The Company did not incur income tax expenses for the year ended December 31, 2011.  The Company has filed the 2010 income tax return reflecting no tax due, but is in the process of filing an amended tax return to decrease certain stock base compensation expenses.  As a result, the Company will have approximately a $14,000 tax liability for 2010.  The tax liability will be offset by the carryback of the 2011 net operating loss.  The Company may incur penalties and interest on the amended return, which in management’s opinion will not be material to the financial statements.

5. Related Party Transactions

On April 7, 2010, an option agreement was entered into by the Company and Tom Gingerich, chief financial officer, whereby he has the option to purchase 500,000 common shares at an exercise price of $0.005 per share.

On August 1, 2010, the Company authorized the issuance of 60,000 shares of common stock to family members of Christian Briggs.  The Company recognized $22,800 which is included in consulting fees in the accompanying statement of operations.

During the years ended December 31, 2011 and 2010, the Company paid Seneca $0 and $155,605 and Heron $397,000 and $92,660 for consulting fees and consulting bonuses, respectively; and Christian Briggs $0 and $100,885 for commissions and consulting fees, respectively.  At December 31, 2011 $80,000 was due to Heron and is recorded in accrued consulting fees on the accompanying consolidated balance sheet.

During the years ended December 31, 2011 and 2010 the Company recognized revenues from Scott Asset Management of $0 and $972,740, respectively, and cost of sales of $0 and $92,466, respectively.  Scott Asset Management was owned by Michael Scott, a board member during 2010.

F-12

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Years Ended

December 31, 2011 and 2010

6. Short Term Note Payable

On June 16, 2011 the Company entered into a 10% convertible demand promissory note payable to Conforto Partners, LLC, a related party.  The carrying amount of the note in the financial statements is $47,125, and is due and payable upon demand.  The unpaid principal and accrued interest, at the sole discretion of the holder, may be converted into common stock of the Company at the lower of a 45% discount to the bid or current Private Placement Memorandum price.  As of December 31, 2011 the note would be convertible to 166,000 shares of common stock of the Company.  As of December 31, 2011 the note remains outstanding and has not been converted into common stock.  

On December 12, 2011 the Company entered into a 5% promissory note payable to Heron.  The carrying amount of the note in the financial statements is $60,000, and is due and payable by December 12, 2012.

7.  Stock Incentive Plan

The Company established the BMC Capital, Inc. 2010 Stock Incentive Plan (the “Plan”) effective May 1, 2010.  The Plan will be terminated as of the earlier of May 1, 2020 or by the Board of Directors.  The Plan had no activity during 2011 and 2010.

Purposes

The purposes of the Plan are to attract and retain highly qualified individuals to perform services for the Company and to align the interests of those individuals with those of the stockholders of the Company.

Administration and Operation

The Plan shall be administered by the Compensation Committee of the Board (“the Committee”) or such other committee of the Board as may be designated by the Board to administer the Plan. The Committee shall have total and exclusive responsibility to control, operate, manage and administer the Plan in accordance with its terms. The Committee shall have all the authority that may be necessary to administer the Plan in its entirety or discharge its responsibilities with respect to the Plan.

Subject to adjustment as provided in the Plan, the maximum number of shares of Common Stock that shall be available for grant of Awards under the Plan shall be 10,000,000 shares of Common Stock.

Eligibility

The Committee shall select Participants from those Employees, Outside Directors and other individuals or entities providing services to the Company that, in the opinion of the Committee, are in a position to make a significant contribution to the success of the Company.

Types of Awards

The shares with respect to which Awards may be granted under the Plan are shares of Common Stock.  Awards may take the form of stock options (either incentive stock options or nonqualified stock options) or restricted stock. All Awards shall be subject to the terms, conditions, restrictions and limitations of the Plan.

Other Provisions

The Board may at any time suspend, terminate, amend or modify the Plan, in whole or in part; provided, however, that no amendment or modification of the Plan shall become effective without the approval of such amendment or modification by the holders of at least a majority of the shares of Common Stock.

F-13

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Years Ended

December 31, 2011 and 2010

7. Stock Incentive Plan - continued

The Committee may amend the terms of any outstanding Award granted pursuant to the Plan, but except as otherwise provided herein, no such amendment shall adversely affect in any material way the Participant’s (or a Permitted Transferee’s) rights under an outstanding Award without the consent of the Participant (or the Permitted Transferee) holding such Award.

8. Commitments and Contingencies

On April 1, 2010, the Company entered into a professional services agreement with Seneca Capital Partners, Ltd. (“Seneca”).  The agreement states Seneca is a consultant and agrees to provide the services of Christian Briggs.  The agreement continues until December 31, 2012 with an automatic two year extension, but can be terminated upon death, incapacity or “cause”, such as fraud, dishonesty, or conduct which could result in serious prejudice to the interests of the Company and change of control of the Company.  Seneca is to be compensated $20,000 per month plus out of pocket expenses.  This agreement was terminated upon entering into a professional services agreement with Heron.

On April 1, 2010, the Company entered into a professional services agreement with Heron.  The agreement states Heron is a consultant and agrees to provide the services of Christian Briggs.  The agreement continues until December 31, 2020, but can be terminated upon death, incapacity or “cause”, such as fraud, dishonesty, or conduct which could result in serious prejudice to the interests of the Company and change of control of the Company.  Heron is to be compensated $20,000 per month and expenses.  In a subsequent agreement, Heron can also earn discretionary bonuses.

If following a change of control, Heron’s agreement is terminated without cause or voluntarily terminated by Heron, Heron shall be entitled to receive a lump sum payment in the amount determined as follows: the product of (a) the then-current monthly consulting fee and (b) twenty-four (24).  The payment is to be made within three business days of the date of change of control.  Change of control occurs if there is (a) a merger with another entity not controlled by Christian Briggs, (b) a majority change (more than 50% of voting power), (c) sale of the all or substantially all of the Company’s assets or the transfer of all or (d) substantially all of the Company’s assets pursuant to a partnership or joint venture agreement where the Company’s interest is 50% or less.

Sales Concentrations

For the years ended December 31, 2011 and 2010, the Company had the following sales concentrations (a percentage of total sales):

	2011			2010
Customer A		100	%		*
Customer B		*			50	%
Customer C		*			22	%
Customer D		*			12	%
*= Less than 10%

F-14

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Years Ended

December 31, 2011 and 2010

8. Commitments and Contingencies - continued

Cost of Sales Concentrations

For the years ended December 31, 2011 and 2010, the Company had the following cost of sales concentrations (a percentage of total cost of sales):

Vendor A	100	%	32	%
Vendor B	*		38	%
Vendor C	*		18	%
*=Less than 10%

9. Discontinued Operations

During the third quarter of 2010, First Collectibles, Inc. (“FC”) was organized to be a retailer of less expensive coins and collectibles for the Company.  The Company acquired 60% by providing services to FC and 40% was owned by a non-related individual.  During the fourth quarter of 2010, the Company decided to discontinue FC’s operations, and formerly dissolved FC in September 2011.  During 2010, FC incurred a $230,415 loss before taxes; there was no activity in 2011.  As of December 31, 2010 FC had no material assets or liabilities.

10. Subsequent Events

On February 15, 2012 the Company entered into a 5% promissory note payable to Heron.  The principal amount of the note is $5,000, and is due and payable by February 15, 2013.  The Company repaid the note and $10 of accrued interest on February 28, 2012.

On February 28, 2012 the Company repaid to Heron its outstanding promissory note payable in the amount of $60,000 and accrued interest of $642.

On March 29, 2012 the Company entered into a 5% promissory note payable to Heron.  The principal amount of the note is $11,000, and is due and payable by March 28, 2013.  The Company repaid the note and $11 of accrued interest on April 4, 2012.

The following table illustrates the outstanding short term notes payable entered into after December 31, 2011:

	Date of	Interest			Principal
Payable To	Loan	Rate			Amount
Heron	4/26/2012		5	%		5,000
Heron	5/14/2012		5	%		7,500
Heron	5/30/2012		5	%		5,000
Heron	6/13/2012		5	%		10,000
Heron	7/13/2012		5	%		6,300

F-15

BMC Capital, Inc.

Consolidated Balance Sheets

March 31, 2012 and December 31, 2011

	March 31,			December 31,
	2012			2011
	"Unaudited"			"Unaudited"
Assets
Current Assets
Cash	$	152		$	4,991
Inventory-Coins		749,690			865,610
Accounts Receivable		23,700			300
Total Curent Assets		773,542			870,901
Total Assets	$	773,542		$	870,901
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable	$	-		$	-
Short Term Notes Payable, related party (Note 5)		58,125			107,125
Accrued Consulting Fees, related party (Note 4)		100,000			80,000
Accrued Payroll Taxes		3,546			-
Accrued Interest		3,931			2,899
Total Current Liabilities		165,602			190,024
Total Liabilities		165,602			190,024
Commitments and Contingencies
Stockholders' Equity (Note 3)
Preferred Stock, convertible, $.001 par value; 1,000,000 shares
authorized; 1,000,000, issued and outstanding		1,000			1,000
Common Stock $.001 par value 249,000,000
authorized;177,258,160 issued and 178,011,826 outstanding
as of March 31, 2012 and as of December 31, 2011		178,013			178,013
Additional paid-in capital		1,975,116			1,975,116
Non-controlling interest		-			-
Retained deficit		(1,546,189	)		(1,473,252	)
Total Stockholders' Equity		607,940			680,877
Total Liabilities and Stockholders' Equity	$	773,542		$	870,901
The accompanying footnotes are an integral part of these consolidated financial statements.

F-16

BMC Capital, Inc.

Consolidated Statements of Operations

For the Three Months Ended March 31, 2012 and 2011

	Three Months Ended March 31,
	2012			2011
	"Unaudited"			"Unaudited"
Revenues
Revenues	$	152,841		$	-
Cost of Goods Sold		137,220			-
Gross Profit		15,621			-
Operating Expenses
Consulting fees (Note 4)		60,000			68,000
Professional fees		-			900
General and administrative		28,558			7,105
Net loss		(72,937	)		(76,005	)
Basic and diluted
earnings per share	$	0.00		$	0.00
Weighted average number of
common shares  outstanding		178,011,826			173,974,689
The accompanying footnotes are an integral part of these consolidated financial statements.

F-17

BMC Capital, Inc.

Consolidated Statements of

Changes in Stockholders' Equity

For the Three Months Ended March 31, 2012

(Unaudited)

	Shares				Preferred		Common		Additional					Non-controlling
	Preferred		Common		Stock		Stock		Paid-in		Deficit
	Stock		Stock		Amount		Amount		Capital		Accumulated			Interest		Total
Balance as of December 31, 2011		1,000,000		178,011,826	$	1,000	$	178,013	$	1,975,116	$	(1,473,252	)	$	-	$	680,877
Net loss		-		-		-		-		-		(72,937	)		-		(72,937	)
Balance as of March 31, 2012		1,000,000		178,011,826	$	1,000	$	178,013	$	1,975,116	$	(1,546,189	)	$	-	$	607,940
The accompanying notes are an integral part of these consolidated financial statements.

F-18

BMC Capital, Inc.

Consolidated Statements

 of Cash Flows

For the Three Months March 31, 2012 and 2011

	Three Months Ended March 31,
	2012			2011
	"Unaudited"			"Unaudited"
Cash Flow from Operating Activities
Net loss	$	(72,937	)	$	(76,005	)
Changes in operating assets and liabilities:
Accounts Receivable		(23,400	)		-
Inventory-Coins		115,920			(5,150	)
Accounts Payable		-			(124,550	)
Accrued Consulting Fees		20,000			20,000
Accrued Payroll Taxes		3,546			-
Accrued Interest		1,032			-
Net cash provided by (used in) operating activities		44,161			(185,705	)
Cash Flow from Investing Activities
Net cash provided by(used in)
investing activities		-			-
Cash Flow from Financing Activities
Issuance of common stock		-			250,000
Proceeds from  Short Term Notes Payable, related party		11,000			-
Payment of  Short Term Notes Payable, related party		(60,000	)		-
Net cash provided by (used in) financing activities		(49,000	)		250,000
Net increase (decrease) in cash		(4,839	)		64,295
Cash at beginning of year		4,991			1,356
Cash at end of year	$	152		$	65,651
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest	$	651		$	-
Income Taxes	$	-		$	-
The accompanying footnotes are an integral part of these consolidated financial statements.

F-19

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Three Months Ended

March 31, 2012

1. Nature of Operations

BMC Capital, Inc. (“Company”) was incorporated under the laws of the State of Nevada on December 28, 2009.

The Company buys and sells rare coins, precious metals and collectibles.  From inception, the Company has established a broad range of vendor and strategic partner contacts to further its business model. It also has an extensive database of rare coins, precious metals, rare coin collectors and investors. The Company has developed its own website and is fully equipped for internet trading.

2. Summary of Significant Accounting Policies

Basis of Presentation

 The condensed, consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2011, including the notes to the consolidated financial statements.

 Use of Estimates and Assumptions

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.

 Principles of Consolidation

The consolidated financial statements include those of the Company and its 60% owned subsidiary, First Collectibles, Inc (“FC”).  All intercompany balances and transactions have been eliminated in consolidation.  FC was dissolved September 22, 2011.

Cash and cash equivalents

The Company considers all cash on hand, cash in banks and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.  At times cash and cash equivalent balances at a limited number of banks and financial institutions may exceed insurable amounts.  The Company believes it mitigates its risks by depositing cash or investing in cash equivalents in major financial institutions. At March 31, 2012 none of the Company’s cash was in excess of federally insured limits.

F-20

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Three Months Ended

March 31, 2012

2. Summary of Significant Accounting Policies - continued

Revenue Recognition

The Company recognizes revenue when:

· Persuasive evidence of an arrangement exists:

· Delivery has occurred;

· Price is fixed or determinable; and

· Collectability is reasonably assured.

 The Company closely follows the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic (“ASC”) 605, “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.

Accounts Receivable

The Company carries its accounts receivable at their estimated realizable amounts and periodically evaluates the credit condition of its customers.  The allowance for uncollectible accounts receivables is based on the Company’s historical bad debt experience and on management’s evaluation of collectability of the individual outstanding balances.  As of March 31, 2012, the Company had not identified any uncollectible accounts.

Inventory

Inventory, consists of rare coins, metals and collectibles, which are valued at the lower of cost (computed on a specific item basis) or market.

Fair Value of Financial Instruments

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company follows the accrual method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with ASC 260 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the consolidated statements of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potentially dilutive common shares if their effect is anti-dilutive.

F-21

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Three Months Ended

March 31, 2012

2. Summary of Significant Accounting Policies - continued

The Company has excluded dilutive instruments from the loss per share calculation for the three months ended March 31, 2012 and 2011 because they would have been anti-dilutive.

Share based Compensation

Compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the consolidated financial statements and covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.  That cost will be measured based on the estimated fair value of the equity or liability instruments issued.  See Note 3.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s options would have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models may not necessarily provide a reliable single measure of the fair value of the Company’s options, although they provide the best estimate currently available.

Recent Accounting Pronouncements

During the quarter ended March 31, 2012 and through August 10, 2012, there were several new accounting pronouncements issued by the FASB the most recent of which was Accounting Standards Update 2012-02, Intangibles–Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.  Each of these pronouncements, as applicable, has been or will be adopted by the Company.  Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

3. Stockholders’ Equity

The total number of common stock authorized that may be issued by the Company is 249,000,000 shares and 1,000,000 Preferred Shares each with a par value of $.001 per share. No other class of shares is authorized.

As of March 31, 2012 outstanding common shares exceeded the issued shares by 753,666.  A shareholder purchased 753,666 shares during 2011 but the shares were not issued until May 11, 2012.

4. Related Party Transactions

On April 1, 2010, the Company entered into a professional services agreement with Heron.  The agreement states Heron is a consultant and agrees to provide the services of Christian Briggs.  The agreement continues until December 31, 2020, but can be terminated upon death, incapacity or “cause”, such as fraud, dishonesty, or conduct which could result in serious prejudice to the interests of the Company and change of control of the Company.  Heron is to be compensated $20,000 per month and reimbursed travel and other out of pocket expenses.  In a subsequent agreement, Heron can also earn discretionary bonuses.

F-22

BMC Capital, Inc.

Notes to Consolidated Financial Statements

For the Three Months Ended

March 31, 2012

4. Related Party Transactions - continued

During the three months ended March 31, 2012 the Company paid Heron $40,000 for consulting fees.  At March 31, 2012 $100,000 was due to Heron and is recorded in accrued consulting fees on the accompanying consolidated balance sheet.

5. Short Term Note Payable

On June 16, 2011 the Company entered into a 10% convertible demand promissory note payable to Conforto Partners, LLC, a related party.  The carrying amount of the note in the consolidated financial statements is $47,125, and is due and payable upon demand.  The unpaid principal and accrued interest, at the sole discretion of the holder, may be converted into common stock of the Company at the lower of a 45% discount to the bid or current Private Placement Memorandum price.  As of March 31, 2012 the note would be convertible to 166,000 shares of common stock of the Company.  As of March 31, 2012 the note remains outstanding and has not been converted into common stock.  

On March 29, 2012 the Company entered into a 5% promissory note payable to Heron.  The principal amount of the note is $11,000, and is due and payable by March 28, 2013.  The Company repaid the note and $11 of accrued interest on April 4, 2012.  During the quarter ended March 31, 2012, the Company repaid its $60,000 promissory note payable to Heron which was outstanding at December 31, 2011.

6. Subsequent Events

The following table illustrates the outstanding short term notes payable entered into after March 31, 2012:

	Date of	Interest			Principal
Payable To	Loan	Rate			Amount
Heron	4/26/2012		5	%		5,000
Heron	5/14/2012		5	%		7,500
Heron	5/30/2012		5	%		5,000
Heron	6/13/2012		5	%		10,000
Heron	7/13/2012		5	%		6,300

F-23

Dealer Prospectus Delivery Obligation

Until November 7, 2012 (90 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The selling stockholders are offering and selling shares of our common stock only to those persons and in those jurisdictions where these offers and sales are permitted.

You should rely only on the information contained in this prospectus, as amended and supplemented from time to time.  We have not authorized anyone to provide you with information that is different from that contained in this prospectus.  If anyone provides you with different or inconsistent information, you should not rely on it.  The information in this prospectus is complete and accurate only as of the date of the front cover regardless of the time of delivery or of any sale of shares.  Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has not been a change in our affairs since the date hereof.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth costs and expenses payable by us in connection with the sale of our common shares being registered.  All amounts except the SEC filing are estimates.

SEC registration fee	$	69
Accounting and Audit fees and expenses	$	53,300
Legal fees and expenses	$	15,000
Miscellaneous	$	5,500
Total	$	73,869

The foregoing are estimates only.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.7502 of the Nevada Corporate Law provides, in part, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct.  Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him against the expenses which such offer or director actually or reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

46

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS - continued

To the fullest extent permitted by Nevada law, our directors or officers shall not be personally liable to us or our stockholders for damages for breach of such director’s or officers fiduciary duty.  The effect of this is to eliminate the right of us and our stockholders (through stockholders’ derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior, except under certain situations defined by statute.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to our directors, officers and controlling person pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suite or proceeding) is asserted by such director officer or controlling person in connection with the securities being registered, we willfulness in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In June of 2006, we issued 20,000 shares of common stock to Heron Capital Partners, Ltd. (“Heron”), for consideration of $1,000.  Heron is owned by Austin Capital Partners, LLC (“Austin”) and Choctaw Revocable Trust (“Choctaw”).  Austin’s members and Choctaw’s beneficiaries are Christian Briggs, our Chief Executive Officer and a member of our Board of Directors, and his spouse Julie Briggs, the wife of Christian Briggs.

On December 15, 2009, we issued 152,880,000 shares of common stock and 1,000,000 shares of preferred stock (100% of our preferred stock) to Heron for services rendered to the Company.

On December 18, 2009, we issued 100,000 shares of common stock to Thomas Gingerich, our Chief Financial Officer and a member of our Board of Directors.

As a result of our merger with Comanchero Corporation, a Texas corporation, on December 18, 2009, we issued to Carnation Management Corp., a Panamanian corporation, a then shareholder of that Texas corporation, 6,000,000 shares of our common stock in a transaction we believe is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Regulation S.

47

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES - continued

As a result of our merger with Comanchero Corporation, a Texas corporation, on December 18, 2009, we issued to Silverdust Inc., a Panamanian corporation, a then shareholder of that Texas corporation, 3,000,000 shares of our common stock in a transaction we believe is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Regulation S.

As result of our merger with Comanchero Corporation, a Texas corporation, on December 18, 2009, we issued to Heron Capital Partners, Ltd., a then shareholder of that Texas corporation, 75,940,000 shares of our common stock in a transaction we believed is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that act and Rule 506 of Regulation D.

On April 7, 2010, an option agreement was entered into by us and Thomas Gingerich, our Chief Financial Officer and a member of our Board of Directors, whereby he has the option to purchase 500,000 shares of our common stock at an exercise price of $0.005 per share.

On August 1, 2010, we issued 60,000 shares of our common stock to family members of Christian Briggs.  The names of those family members, their relationships to Mr. Briggs and number of shares are as follows:

Name	Relationship	Number of Shares
Pricilla Huntress	Mother		10,000
Bruce Wasmuth	Stepfather		10,000
Julie Briggs	Wife		10,000
The Gabrielle Briggs 1995 Trust	Daughter		10,000
Dominic Briggs	Son		10,000
Stephanie Briggs	Sister		10,000

We believe that the transaction pursuant to which those shares were issued to those family members of Mr. Briggs were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  Those family had pre-existing relationships with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

In 2009, 2010, and 2011, we sold to 36 investors 3,232,879 shares of our common stock at purchase prices of $.001 to $.19 per share for a total of $778,800.  We believe that the transactions pursuant to which those shares were issued to those investors were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  Those investors had preexisting relationships with us and/or our agents.  In connection with the offer and sale of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the offer and sale of those shares.

On March 24, 2010, we had 85,470,658 shares of our common stock issued and outstanding.  On that date, we effectuated a 2 for 1 forward stock split, such that after that stock split we had 170,941,316 shares of our common stock outstanding.

On January 4, 2010, we issued to Brent Almand 5,000 shares of our common stock for consulting services provided by Mr. Almand to us, at a value of $.001 per share.  Those consulting services were for the development of our website.  We believe that the transaction pursuant to which those shares were issued was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  The recipient of those shares had a pre-existing relationship with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

48

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES - continued

On January 4, 2010, we issued to Delfino Galindo 5,000 shares of our common stock for consulting services rendered to us by Mr. Galindo at a value of $.001 par value per share.  Those consulting services were for the development of our website.  We believe that the transaction pursuant to which those shares were issued was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  The recipient of those shares had a pre-existing relationship with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

On January 4, 2010, we issued to Doyle Heath McBurnett 12,500 shares of our common stock for consulting services provided to us by Mr. McBurnett at a value of $.001 per share.  Those services were related to our marketing and distribution programs.  We believe that the transaction pursuant to which those shares were issued was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  The recipient of those shares had a pre-existing relationship with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

On October 19, 2010, we issued to Island Stock Transfer, our transfer agent, 25,000 shares of our common stock for its services as our transfer agent, at a per share value of $.001 per share.  We believe that the transaction pursuant to which those shares were issued was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  The recipient of those shares had a pre-existing relationship with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

On October 19, 2010, we issued to Leslie Ball 263,158 shares of our common stock for consulting services provided by Ms. Ball to us with a value of $.001 per share. Those services were related to our marketing and distribution programs.  We believe that the transaction pursuant to which those shares were issued was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  The recipient of those shares had a pre-existing relationship with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

On September 29, 2010, we issued to Leslie Ball 25,000 shares of our common stock for consulting services provided by Mr. Ball to us with a value of $.001 per share. Those services were related to our marketing and distribution programs.  We believe that the transaction pursuant to which those shares were issued was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  The recipient of those shares had a pre-existing relationship with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

On September 29, 2010, we issued to Munck Wilson Mandala, LLP 200,000 shares of our common stock in exchange for legal services provided to Christian Briggs at a value of $.001 per share.

On January 4, 2010, we issued to Stewart Singer 25,000 shares of our common stock for consulting services provided by Mr. Singer to us at a value of $.001 per share. Those services were related to our marketing and distribution programs.  We believe that the transaction pursuant to which those shares were issued was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  The recipient of those shares had a pre-existing relationship with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

49

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES - continued

On May 24, 2011, we issued to Ronald Bratek 200,789 shares of our common stock for marketing services provided by Mr. Bratek to us with a value of $.001 per share. Those services were related to our marketing and distribution programs.  We believe that the transaction pursuant to which those shares were issued was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  The recipient of those shares had a pre-existing relationship with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

On May 24, 2011, we issued to Sean Ryan 100,000 shares of our common stock for marketing services provided by Mr. Ryan to us with a value of $.001 per share. Those services were related to our marketing and distribution programs.  We believe that the transaction pursuant to which those shares were issued was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  The recipient of those shares had a pre-existing relationship with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

On May 24, 2011, we issued to Fred Stahl, of the Stahl Family Revocable Trust 1,500,000 shares of our common stock for marketing services provided by Mr. Stahl to us with a value of $.001 per share. Those services were related to our marketing and distribution programs.  We believe that the transaction pursuant to which those shares were issued was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  The recipient of those shares had a pre-existing relationship with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

On May 24, 2011, we issued to Carl Skelley 285,000 shares of our common stock for marketing services provided by Mr. Skelley to us with a value of $.001 per share. Those services were related to our marketing and distribution programs.  We believe that the transaction pursuant to which those shares were issued was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  The recipient of those shares had a pre-existing relationship with us and/or our agents.  In connection with the issuance of those shares, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those shares.

On January 26, 2011, we issued to Joe Denton warrants to purchase 58,334 shares of our common stock at an exercise price of $.30 per share.

On November 18, 2010, we issued to Leslie Ball warrants to purchase 131,579 shares of our common stock at a purchase price of $.19 per share.

On January 25, 2011, we issued to Noel Spraggins warrants to purchase 41,667 shares of our common stock at a purchase price of $.30 per share.

On June 1, 2011, we issued to Pepperwood Partners warrants to purchase 376,833 shares of our common stock at a purchase price of $.30 per share.

50

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES - continued

On October 5, 2010, we issued to Ronald Bratek warrants to purchase 98,685 shares of our common stock at a purchase price of $.19 per share.

On November 11, 2011, we issued to Timothy Rothwell warrants to purchase 131,579 shares of our common stock at a purchase price of $.19 per share.

On November 5, 2010, we issued to Carl Skelley warrants to purchase 504,606 shares of our common stock at an exercise price of $.19 per share.

On January 26, 2011, we issued to Emanual Sklom warrants to purchase 263,158 shares of our common stock at an exercise price of $.38 per share.

Each of the warrants specified above is exercisable until delater of (i) 6 months following the date of our initial public offering pursuant to an effective registration statement pursuant to the Securities Act of 1933, as amended, regarding the offer and sale of our common stock to the public or (ii) 6 months following the date that we become a reporting company by a merger, share exchange or other method.

We believe that the transaction pursuant to which those warrants were issued to those persons were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to the provisions of Section 4(2) of that Act and Rule 506 of Regulation D.  Those persons had pre-existing relationships with us and/or our agents.  In connection with the issuance of those warrants, no general solicitation or advertising was used.  No commission or other remuneration was paid in connection with the issuance of those warrants.

ITEM 16. EXHIBITS

The following exhibits are filed with this Registration Statement on Form S-1.

Exhibit No.	Description
2	Agreement and Plan of Merger with Comanchero Corporation, a Texas corporation dated December 18, 2009
3.1	Articles of Incorporation
3.2	Certificate of Amendment to Articles of Incorporation changing our name to Hard Asset Management, Inc.
3.3	Certificate of Amendment to Articles of Incorporation changing our name to BMC Capital, Inc.
3.4	Certificate of Amendment to Articles of Incorporation for 2 for 1 forward stock split
3.5	Certificate of Designation for Preferred Stock
3.6	Articles of Merger with Comanchero Corporation, a Texas corporation
3.7	Bylaws
4.1	Specimen Stock Certificate
4.2	Form of Agreement granting warrants to purchase shares of our common stock
5.1	Opinion of Stepp Law Corporation
10.1	BMC Capital, Inc. Stock Incentive Plan effective May 1, 2010
10.2	Professional Services Agreement with Heron Capital Partners, Ltd. dated April 1, 2010
10.3	Option Agreement with Thomas Gingerich dated April 7, 2010
10.4	Cinsay Platform License Agreement dated August 16, 2010
10.5	Convertible Demand Promissory note dated June 16, 2011
23.1	Consent of Turner, Stone & Company, LLP
23.2	Consent of Stepp Law Corporation (included in Exhibit 5.1)
99.1	Form of subscription agreement for sales of shares of our common stock

51

UNDERTAKINGS

We hereby undertake to:

1. File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registrant statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933  shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date and underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that times shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement of prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;

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UNDERTAKINGS - continued

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchase, if the securities are offered or sold to such purchase by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant.

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or no behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on our behalf by the undersigned, in Dallas, Texas on August 8, 2012.

BMC CAPITAL, INC.
By:	/s/ Christian Briggs
Name:	Christian Briggs
Title:	Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below constitutes and appoints, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his place and stead, in any and all capacities, to sign any and all further amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in the connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Person	Capacity	Date
/s/Christian Briggs
	Chief Executive Officer	August 8, 2012
	and Director
/s/Thomas Gingerich
	Principal Accounting Officer,	August 8, 2012
	Principal Financial Officer, and
	Director

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EX-2

EXHIBIT 2

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated effective as of December 18, 2009, is entered into between Comanchero Corporation, a Nevada corporation (the "Company") and Comanchero Corporation, a Texas corporation ("Comanchero TX").

RECITALS

WHEREAS, the board of directors of the Company and the sole director of Comanchero TX deem it advisable, upon the terms and subject to the conditions herein stated, that Comanchero TX be merged with and into the Company, and that the Company be the surviving entity (the "Merger"); and

WHEREAS, the shareholders of Comanchero TX have approved the Merger and the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the agreements of the parties hereto contained herein, the parties hereto agree as follows:

ARTICLE I

THE MERGER; EFFECTIVE TIME

1.1.        The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.2), Comanchero TX shall be merged with and into the Company, whereupon the separate existence of Comanchero TX shall cease. The Company shall be the surviving entity (sometimes hereinafter referred to as the "Surviving Corporation") in the Merger and shall continue to be governed by the laws of the State of Nevada. The Merger shall have the effects specified in the Nevada Revised Statutes, as amended (the "NRS") and in the Texas Business Organizations Code (the "TBOC") and the Surviving Corporation shall succeed, without other transfer, to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of Comanchero TX, and shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of Comanchero TX, including, without limitation, all outstanding indebtedness of Comanchero TX.

1.2.         Effective Time. Provided that the condition set forth in Section 5.1 has been fulfilled or waived in accordance with this Agreement and that this Agreement has not been terminated or abandoned pursuant to Section 6.1, on the date of the closing of the Merger, the Company and Comanchero TX shall cause a Certificate of Merger to be executed and filed with the Secretary of State of Texas (the "Texas Certificate of Merger") and Articles of Merger to be executed and filed with the Secretary of State of Nevada (the "Nevada Certificate of Merger"). The Merger shall become effective upon the date and time specified in the Texas Certificate of Merger and the Nevada Certificate of Merger, or upon the filing thereof (the "Effective Time").

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ARTICLE II

CHARTER AND BYLAWS OF THE SURVIVING CORPORATION

2.1.    The Articles of Incorporation. The articles of incorporation of the Company in effect at the Effective Time shall be the articles of incorporation of the Surviving Corporation, until amended in accordance with the provisions provided therein or applicable law.

2.2.    The Bylaws. The bylaws of the Company in effect at the Effective Time shall be the bylaws of the Surviving Corporation, until amended in accordance with the provisions provided therein or applicable law.

ARTICLE III

OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION

3.1.    Officers. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal.

3.2.     Directors. The directors of the Company at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal.

ARTICLE IV

EFFECT OF MERGER ON CAPITAL STOCK

4.1.     Effect of Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of the Company, Comanchero TX or the shareholders of the Company:

(a)       The Comanchero TX shares of capital stock (Series A preferredstock and common stock) issued and outstanding immediately prior to the Effective Time shall be automatically converted (without the surrender of certificates or any other action) into shares of Series A preferred stock ("Preferred Stock") or common stock ("Common Stock"), as applicable, of the Company. The share ownership following such conversion shall be as follows:

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Shareholders of the Company
Heron Capital Partners, Ltd. Silverdust Corporation Carnation Management Corporation Tom Gingerich	1,000,000 shares of Preferred Stock, plus 75,950,000 shares of Common Stock 3,000,000 shares of Common Stock 6,000,000 shares of Common Stock 50,000 shares of Common Stock

(b)       Upon such conversion, all Comanchero TX shares of capital stock shall be cancelled and retired and shall cease to exist. The Company will provide share certificates to evidence the ownership of Common Stock and Series A Convertible Preferred Stock.

(c)       All outstanding options to acquire Comanchero TX shares of common stock, and options to acquire Comanchero TX shares of common stock which may be granted pursuant to contractual arrangements effective on or before the effective date of this Agreement, shall be automatically converted into options to acquire shares of Common Stock, on the basis of one (1) share of Common Stock per one (1) share of Comanchero TX common stock. The Company will provide option agreements to evidence the ownership of options to acquire Common Stock, at which time the options to acquire Comanchero TX shares of common stock shall be cancelled and retired and shall cease to exist.

ARTICLE V

CONDITION

5.1.    Condition to Each Party's Obligation to Effect the Merger. The respective obligation of each party hereto to effect the Merger is subject to receipt prior to the Effective Time of the requisite approval of this Agreement and the transactions contemplated hereby by the holders of Comanchero TX shares of capital stock pursuant to the TBOC.

ARTICLE VI

TERMINATION

6.1.    Termination. This Agreement may be terminated, and the Merger may be abandoned, at any time prior to the Effective Time, whether before or after approval of this Agreement by the shareholders of Comanchero TX, if the board of directors of the Company determines for any reason, in its sole judgment and discretion, that the consummation of the Merger would be inadvisable or not in the best interests of the Company and its shareholders. In the event of the termination and abandonment of this Agreement, this Agreement shall become null and void and have no effect, without any liability on the part of either the Company or Comanchero TX, or any of their respective shareholders, directors or officers.

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ARTICLE VII

MISCELLANEOUS AND GENERAL

7.1.     Modification or Amendment. Subject to the provisions of applicable law, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement; provided, however, that an amendment made subsequent to the approval of this Agreement by the shareholders of Comanchero TX shall not (i) alter or change the amount or kind of shares and/or rights to be received in exchange for or on conversion of the shares of Comanchero TX, (ii) alter or change any provision of the articles of incorporation of the Surviving Corporation, or (iii) alter or change any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any class or series of capital stock of any of the parties hereto.

7.2. Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

7.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

7.4.     Entire Agreement. This Agreement constitutes the entire agreement and supercedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.

7.5.     No Third Party Beneficiaries. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

7.6.    Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is determined by any court or other authority of competent jurisdiction to be invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

7.7.     Headings. The headings therein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto-as of the date first written above.

Comanchero Corporation

a Nevada corporation

By /s/ Christian R. Briggs

Name: Christian R. Briggs

Title: President &  CEO

Comanchero Corporation

a Texas corporation

By /s/ Christian R. Briggs

Name: Christian R. Briggs

Title: President, Secretary & Treasurer

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EX-3.1

EXHIBIT 3.1

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EX-3.2

EXHIBIT 3.2

EX-3.3

EXHIBIT 3.3

EX-3.4

EXHIBIT 3.4

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EX-3.5

EXHIBIT 3.5

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EX-3.6

EXHIBIT 3.6

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EX-3.7

EXHIBIT 3.7

BYLAWS

OF

COMANCHERO CORPORATION

ARTICLE I

Offices

Section 1.     The registered office of the corporation shall be located in the City of Dallas, State of Texas.

Section 2.         The corporation may also have offices at such other places as the board of directors may from time to time determine or as the business of the corporation may require.

ARTICLE II

Meetings of Shareholders

Section 1.All annual meetings of shareholders shall be held at such place as may be designated by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings of shareholders may be held at such place and at such time as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.The annual meetings of shareholders shall be held on a date to be determined from time to time by the board of directors. At the annual meeting the shareholders shall elect a board of directors and transact such other business as may properly be brought before the meeting.

Section 3.Special meetings of shareholders may be called by (a) the president, the board of directors, the executive committee or such other person or persons as may be authorized in the certificate of formation or (b) the holders of at least ten percent (10%) of all shares entitled to vote at a special meeting, unless the certificate of formation provides for a number of shares greater than or less than ten percent (10%), in which event a special meeting may be called by the holders of at least the percentage of shares specified in the certificate of formation. Upon request in writing to the president, vice president or secretary by any person or persons entitled to call a meeting of shareholders, the officer shall cause written notice to be given to the shareholders entitled to vote that a meeting will be held at a time, fixed by the officer, not less than ten (10) days after the date of receipt of the request. If the notice is not given within seven (7) days after the date of receipt of the request, the person or persons calling the meeting may fix the time of meeting and give the notice in the manner provided in these bylaws. If not otherwise stated in or fixed in accordance with these bylaws, the record date for determining shareholders entitled to call a special meeting is the date on which the first shareholder receives the notice of such meeting. Nothing contained in this section shall be construed as limiting, fixing or affecting the time or date on which a meeting of shareholders called by action of the board of directors may be held.

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Section 4.Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the day of the meeting except in the case of a meeting for the purpose of approving a merger or consolidation agreement, in which case the notice must be given not less than twenty (20) days prior to the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary or the officer or person calling the meeting, to each shareholder entitled to vote at such meeting. When a meeting of shareholders is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than thirty (30) days, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted, other than by announcement at the meeting at which the adjournment is taken.

Section 5. Any notice required to be given to any shareholder, under any provision of the Texas Business Organizations Code, as amended (the "TBOC"), or the certificate of formation or bylaws, need not be given to the shareholder if (a) notice of two (2) consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or (b) all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a 12 month period have been mailed to that person, addressed at his address as shown on the share transfer records of the corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given, and if the action taken by the corporation is reflected in any articles or document filed with the Secretary of State, such articles or document may state that notice was duly given to all persons to whom notice was required to be given. If such a person delivers to the corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.

Section 6. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof.

Section 7. The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of shareholders except as otherwise provided in the certificate of formation. If, however, a quorum shall not be present or represented at any meeting of shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified and called. The shareholders present at a duly organized meeting may continue to transact business notwithstanding the withdrawal of some shareholders prior to adjournment, but in no event shall a quorum consist of the holders of less than one third of the shares entitled to vote and thus represented at such meeting.

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Section 8. The vote of the holders of a majority of the shares entitled to vote and thus represented at a meeting at which a quorum is present shall be the act of the meeting of shareholders, unless the vote of a greater number is required by law or the certificate of formation.

Section 9. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class are limited or denied by the certificate of formation or the TBOC. At any election for directors, every shareholder entitled to vote at any such election shall have the right to vote, in person or proxy, the number of shares owned by such shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a ________ at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office or principal place of business of the corporation and shall be subject to inspection by any shareholder at any time during the usual business hours. Alternatively, the list may be kept on a reasonably accessible electronic network, if the information required to gain access to the list is provided with notice of the meeting and reasonable measures have been taken by the corporation to ensure the information is available only to the shareholders. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer book or to vote at any such meeting of shareholders. However, failure to prepare and to make available such list in the manner provided above shall not affect the validity of any action taken at the meeting.

Section 12.Any action required by law to be taken at a meeting of shareholders, or any action which may be taken at a meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken shall be signed and bear the date of the signature by shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted with respect to the subject matter thereof.

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Section 13.In advance of any meeting of shareholders, the board of directors may appoint any persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting, or at the meeting by the person acting as chairman. The inspectors of election shall (a) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; (b) receive votes, ballots or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents and determine the result; and (e) do such acts as may be proper to conduct the election or vote with fairness to all shareholders. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request of the chairman of the meeting or of any shareholder or his proxy, the inspectors shall make a report in writing of any challenge or question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them is prima facie evidence of the facts stated therein. At every meeting of the shareholders, the chairman of the board, or in his absence, or in the event that the board of directors has not designated a chairman of the board, the president, or in his absence, the vice president designated by the president, or, in the absence of such designation, a chairman (who shall be one of the vice presidents, if any is present) chosen by a majority in interest of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation, or in his absence, an assistant secretary, shall act as secretary of all meetings of the shareholders. In the absence at such meeting of the secretary or assistant secretary, the chairman may appoint another person to act as secretary of the meeting.

Section 14.   Subject to the provisions required herein for notice of meetings, shareholders may participate in and hold a meeting of shareholders, by means of conference by telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination thereof, provided all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 14 shall constitute presence in person at such meeting, except where a person participates in a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III

Directors

Section 1. The number of directors of the corporation shall be such number as determined from time to time by resolution of the board of directors. The directors shall be elected at the annual meeting of shareholders, except as provided in Section 2 of this Article III, and each director elected shall hold office until the next annual meeting of shareholders and until his successor is elected and qualified. Directors need not be residents of the State of Texas or shareholders of the corporation. Any director or the entire board of directors may be removed at any time, with or without cause, at any meeting of shareholders called expressly for that purpose, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. If any or all directors are so removed, new directors may be elected at the same meeting. The number of directors may be increased or decreased from time to time as set forth in the first sentence of this Section 1 or by amendment to these bylaws but no decrease shall have the effect of shortening the term of any incumbent director.

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Section 2. Vacancies in the board of directors shall exist in the case of the happening of any of the following events: (a) the death, resignation or removal of any director; (b) the authorized number of directors is increased; or (c) at any annual or special meeting of shareholders at which any director is elected, the shareholders fail to elect the full authorized number of directors to be voted for at that meeting. The board of directors may declare vacant the office of a director in either of the following cases: (a) if the director is adjudged incompetent by an order of court, or finally convicted of a felony or (b) if within sixty (60) days after notice of the director's election, the director does not accept the office either in writing or by attending a meeting of the board of directors. Any vacancy occurring in the board of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose or by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors, or by a sole remaining director. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose, or may be filled by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the board of directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders. If the board of directors accepts the resignation of a director tendered to take effect at a future time, the board or the shareholders may elect a successor to take office when the resignation becomes effective. A director elected to fill a vacancy shall be elected to the unexpired term of his predecessor in office.

Section 3. The business and affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of formation or by these bylaws directed or required to be exercised and done or authorized or approved by the shareholders.

Meetings of the Board of Directors

Section 4.  Meetings of the board of directors, regular or special, may be held either in or outside the State of Texas. Any regular or special meeting is valid, wherever held, if held on written consent of all members of the board given either before or after the meeting and filed with the secretary of the corporation.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the shareholders to fix the time and place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

Section 7. Special meetings of the board of directors may be called by the president and shall be called by the secretary on the written request of two (2) directors. Written notice of special meetings of the board of directors shall be given personally, or sent by mail or by other form of written communication, to each director at least three (3) days before the date of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 8. A majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of the majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the board of directors, unless a greater number is required by law or the certificate of formation or as otherwise set forth in these bylaws. Each director present at a meeting will be deemed to have assented to any action taken at the meeting unless the director's dissent to the action is entered in the minutes of the meeting, or unless the director shall file a written dissent thereto with the secretary of the meeting or shall forward such dissent by registered mail to the secretary of the corporation immediately after such meeting. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified and called.

Section 9. Any action required or permitted to be taken at a meeting of the board of directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the members of the board of directors or the committee, as the case may be, and such consent shall have the same force and effect as a unanimous vote at a meeting. Subject to the provisions required herein for notice of meetings, members of the board of directors or members of any committee designated by the board of directors may participate in and hold a meeting of such board or committee by means of conference by telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting, except where a person participates in a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 10.No director shall be disqualified from holding office or be liable to the corporation or to any shareholder or creditor thereof for any loss incurred by this corporation under or by reason of any contract, transaction or act, or be accountable for any gains or profits the director may have realized therein as a result of any contract or transaction between the corporation and such director or between the corporation and any other corporation, partnership, association or other organization in which such director or officer is a director or officer or has a financial interest.

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Committees of Directors

Section 11. The board of directors, by resolution adopted by a majority of the full board, may designate from among its members one or more committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the board of directors, except that no such committee shall have the authority of the board of directors in reference to amending the certificate of formation (except that a committee may exercise the authority of the board of directors vested in accordance with Section 21.416(b) of the TBOC); proposing a reduction of the stated capital of the corporation in the manner permitted by Section 21.416(c)(2) of TBOC; approving a plan of merger or share exchange of the corporation; recommending to the shareholders the sale, lease or exchange of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business; recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof; amending, altering or repealing the bylaws of the corporation or adopting new bylaws of the corporation; filling vacancies in the board of directors or any such committee; filling any directorship to be filled by reason of an increase in the number of directors; electing or removing officers of the corporation or members of any such committee; fixing the compensation of any member of such committee; or altering or repealing any resolution of the board of directors that, by its terms, provides that it shall not be amended or repealed. Unless the resolution designating a particular committee so provides, no committee of the board of directors shall have the authority to authorize a distribution or to authorize the issuance of shares of the corporation. Vacancies in the membership of any such committee shall be filled by the board of directors at a regular or special meeting of the board of directors. Any such committee shall keep regular minutes of its proceedings and report the same to the board of directors when required. The designation of a committee of the board of directors and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed by law. Each director shall be deemed to have assented to any action of the executive committee or any other committee, unless the director shall, within seven (7) days after receiving actual or constructive notice of such action, deliver his written dissent thereto to the secretary of the corporation. Members of such committee shall serve at the pleasure of the board of directors.

Compensation of Directors

Section 12.  The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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Chairman of the Board

Section 13. The board of directors may, in its discretion, choose a chairman of the board who shall preside at meetings of shareholders and of the directors and shall be an ex officio member of all standing committees. The chairman of the board shall have such other powers and shall perform such other duties as shall be designated by the board of directors. The chairman of the board shall be a member of the board of directors, but no other officers of the corporation need be a director. The chairman of the board shall serve until a successor is chosen and qualified, but may be removed at any time by the affirmative vote of a majority of the board of directors.

ARTICLE IV

Notices and Requests

Section 1. Notices and requests to directors, officers or shareholders shall be in writing and delivered personally, mailed or sent by facsimile or electronic mail to the directors, officers or shareholders at their addresses appearing on the books of the corporation. Notice or request by mail shall be deemed to be given and received at the time when deposited in the United States mail, addressed to the addressee at his address as it appears on the records of the corporation, with adequate postage thereon prepaid; notice or request by personal delivery, facsimile or electronic mail shall be deemed to be given and received at the time when same shall be actually received by the person to whom addressed. Notices and requests to directors and officers may also be given by telegram, and shall be deemed delivered when same shall be deposited at a telegraph office for transmission and all appropriate fees therefor have been paid.

Section 2. Whenever any notice is required to be given to any shareholder or director under the provisions of the statutes or of the certificate of formation or of these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 3. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V

Officers

Section 1. The officers of the corporation shall consist of a president and a secretary and such other officers as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person.

Section 2. The board of directors, at its first meeting after each annual meeting of shareholders, shall choose a president, a secretary and such other officers as they deem appropriate, none of whom need be a member of the board.

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Section 3. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors to hold office for such period, have such authority and perform such duties as are provided by the bylaws or as the board of directors may determine.

Section 4. The salaries of all officers and agents of the corporation shall be fixed from time to time by the board of directors.

Section 5.  Each officer of the corporation shall hold office until such officer shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be chosen and qualified. Any officer or agent may be removed by the board of directors, with or without cause, whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors.

The President

Section 6. The president shall be the chief executive officer of the corporation, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. In the absence of the chairman of the board or in the event the board of directors shall not have designated a chairman of the board, the president shall preside at meetings of shareholders and the board of directors.

Section 7. The president shall execute bonds, mortgages and other contracts except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

The Vice Presidents

Section 8. The vice presidents in the order of their seniority, or otherwise, as determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president. They shall perform such other duties and have such other powers as the board of directors shall prescribe.

The Secretary and Assistant Secretaries

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees, when required. Except as may be otherwise provided in these bylaws, the secretary shall give, or cause to be given, notice of all meetings of shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be.

Section 10. The assistant secretaries in the order of their seniority, or if there be none, the treasurer, acting as assistant secretary, or otherwise, as determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Assistant secretaries may be appointed by the president without prior approval of the board of directors.

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The Treasurer and Assistant Treasurers

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.  The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings or when the board of directors so requires an account of all transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office and for the restoration to the corporation, in case of the treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer's possession or under the treasurer's control belonging to the corporation.

Section 14.  The assistant treasurers in the order of their seniority, or otherwise, as determined by the board of directors, or the secretary acting as assistant treasurer shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

Certificates for Shares

Section 1. The corporation shall deliver certificates representing all shares to which shareholders are entitled. Certificates representing shares shall be signed by the president or any vice president and the secretary or any assistant secretary of the corporation, or any other officers of the corporation so authorized by the board of directors and may be sealed with the seal of the corporation, if any, or a facsimile thereof. No certificate shall be issued for any share until the consideration therefor has been fully paid. Each certificate representing shares shall state upon the face thereof that the corporation is organized under the laws of the State of Texas, the name of the person to whom issued, the number and class and the designation of the series, if any, which said certificate represents, and the par value of each share represented by such certificate or a statement that the shares are without par value. If the corporation is authorized to issue shares of more than one class, each certificate representing shares issued by the corporation (a) shall conspicuously set forth on the face or back of the certificate a full statement of all of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued and if the corporation is authorized to issue shares of any preferred or special class in series, the variations in the relative rights and preferences of the shares of each such series to the extent that they have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series; or (b) shall conspicuously state on the face or back of the certificate that such a statement is set forth in the certificate of formation on file in the office of the Secretary of State, and the corporation will furnish a copy of such statement to the record holder of the certificate without charge on written request to the corporation at its principal place of business or registered office.

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Each certificate representing shares issued by the corporation (a) shall conspicuously set forth on the face or back of the certificate a full statement of the limitation or denial of preemptive rights contained in the certificate of formation, or (b) shall conspicuously state on the face or back of the certificate that (i) such a statement is set forth in the certificate of formation on file in the office of the Secretary of State and (ii) the corporation will furnish a copy of such statement to the record holder of the certificate without charge on request to the corporation at its principal place of business or registered office.

Each certificate representing shares restricted as to transfer or registration of the transfer, as permitted by the TBOC (a) shall conspicuously contain a full or summary statement of the restriction on the face of the certificate, or (b) shall contain such statement on the back of the certificate and conspicuously refer to the same on the face of the certificate, or (c) shall conspicuously state on the face of or back of the certificate that such a restriction exists pursuant to a specified document and (i) that the corporation will furnish to the record holder of the certificate, without charge, upon written request to the corporation at its principal place of business or registered office a copy of the specified document, or (ii) if such document is one required or permitted to be and has been filed under the TBOC, that such specified document is on file in the office of the Secretary of State and contains a full statement of such restriction. The definitions of the terms "conspicuous" and "conspicuously" are set forth in the TBOC.

Section 2. The signatures of the authorized officers of the corporation upon a certificate may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if that officer were such officer at the date of the issuance.

Section 3.  Where a certificate has been lost, apparently destroyed or wrongfully taken and the owner fails to notify the corporation of that fact within a reasonable time after the owner has notice of it, and the corporation registers a transfer of the shares represented by the certificate before receiving such a notification, the owner is precluded from asserting against the corporation any claim for registering the transfer or any claim to a new certificate. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, destroyed or wrongfully taken, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issuance of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed and/or to satisfy any other reasonable requirements imposed by the board of directors. If, after the issuance of a new certificate as a replacement for a lost, destroyed or wrongfully taken certificate, a bona fide purchaser of the original certificate presents it for registration of transfer, the corporation must register the transfer unless registration would result in over issue. In addition to any rights on the indemnity bond, the corporation may recover the new certificate from the person to whom it was issued or any person taking under him except a bona fide purchaser.

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Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the corporation may refuse a transfer unless the person gives adequate security or a bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the corporation as to form, amount and responsibility of sureties. The bond shall be conditioned to protect the corporation, its officers, transfer agents and registrars, or any of them, against any loss, damage, expense or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares.

Closing of Transfer Books and Record Date

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution by the corporation (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purposes (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the board of directors may provide that the share transfer records shall be closed for a stated period not to exceed, in any case, sixty (60) days. If the share transfer records shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the share transfer records, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days, and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend, the date on which the notice of the meeting is mailed or the date on which the resolutions of the board of directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except where the determination has been made through the closing of share transfer records and the stated period of closing has expired, in which case the board of directors shall make a new determination, as hereinbefore provided.

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Section 6. Distributions made by the corporation, whether in liquidation or from earnings, profits, assets or capital, including all distributions payable but not paid to the holder of the shares, his heirs, successors or assigns but that have been held in suspense by the corporation or that were paid or delivered by it into an escrow account or to a trustee or custodian, shall be payable by the corporation, escrow agent, trustee or custodian to the holder of the shares as of the record date determined for that distribution as provided in Section 5 of this Article, or to his heirs, successors or assigns.

Corporate Records and Reports.

Section 7. The corporation shall keep books and records of account and shall keep minutes of the proceedings of its shareholders, its board of directors and each committee of its board of directors. The corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the corporation and a record of each transfer of those shares that have been presented to the corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders of the corporation and the number and class of shares issued by the corporation and held by each of them. Any books, records, minutes, and share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time. Any person who shall have been a shareholder for at least six (6) months immediately preceding his demand, or shall be the holder of at least five percent (5%) of all the outstanding shares of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent, accountant or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of account, minutes and share transfer records, and to make extracts therefrom.

Registered Shareholders

Section 8. The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Texas.

ARTICLE VII

General Provisions

Section 1. The board of directors may authorize and the corporation may make distributions, and pay share dividends, subject to any restrictions in the certificate of formation and limitations set forth in the TBOC.

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Section 2. The board of directors may by resolution create a reserve or reserves out of surplus or designate or allocate any and all of its surplus in any manner for any proper purpose or purposes, and may increase, decrease or abolish any such reserve in the same manner.

Section 3. When shares are registered on the books of the corporation in the names of two (2) or more persons as joint owners with the right of survivorship, after the death of a joint owner and before the time that the corporation receives actual written notice that parties other than the surviving joint owner or owners claim an interest in the shares or any distributions thereon, the corporation may record on its books and otherwise effect the transfer of those shares to any person, firm or corporation (including the surviving joint owner, individually) and pay any distributions made in respect of those shares, in each case as if the surviving joint owner or owners were the absolute owners of the shares. In permitting such a transfer by and making any distributions to such a surviving joint owner or owners before the receipt of written notice from other parties claiming an interest in those shares or distributions, the corporation shall be discharged from all liability for the transfer or payment so made; provided, however, that the discharge of the corporation from liability and the transfer of full legal and equitable title of the shares in no way shall affect, reduce or limit any cause of action existing in favor of any owner of an interest in those shares or distributions against the surviving owner or owners.

Checks

Section 4. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Fiscal Year

Section 5.  The fiscal year of the corporation shall be fixed by the resolution of the board of directors; if not so fixed, it shall be the calendar year.

Seal

Section 6. The corporate seal, if any, shall have inscribed thereon the name of the corporation, and be in a form approved by the board of directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE VIII

Amendment of Bylaws

Section 1. The board of directors may amend or repeal these bylaws, or adopt new bylaws at any regular meeting of the board of directors or at any special meeting of the board of directors if notice of such amendment, repeal or adoption of new bylaws is contained in the notice of such meeting, unless (a) the certificate of formation or the TBOC reserves the power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing or adopting a particular bylaw, expressly provide that the board of directors may not amend or repeal that bylaw.

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Section 2. The shareholders may amend or repeal these bylaws, or adopt new bylaws, unless the certificate of formation or a bylaw adopted by the shareholders provide otherwise as to all or some portion of these bylaws, even though the bylaws may also be amended, repealed or adopted by the board of directors.

ARTICLE IX

Indemnification of Officers and Directors

Section 1. As utilized in this Article, the following terms shall have the meanings indicated:

(a)           The term "corporation" includes any domestic or foreign predecessor entity of the corporation in a merger, consolidation or other transaction in which the liabilities of the predecessor are transferred to the corporation by operation of law and in any other transaction in which the corporation assumes the liabilities of the predecessor, but does not specifically exclude liabilities that are the subject matter of this Article.

(b)           The term "director" means any person who is or was a director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(c)           The term "expenses" include court costs and attorneys' fees.

(d)           The term "official capacity" means: (i) when used with respect to a director, the office of director in the corporation, and (ii) when used with respect to a person other than a director, the elective or appointive office in the corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation, but (iii) in both (i) and (ii) above does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(e)           The term "proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding.

Section 2.           The corporation shall indemnify a person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director only if it is determined, in accordance with Section 6 of this Article that the person (a) conducted himself or herself in good faith; (b) reasonably believed: (i) in the case of conduct in the official capacity as a director of the corporation, that the conduct was in the corporation's best interests, and (ii) in all other cases, that the conduct was at least not opposed to the corporation's best interests; and (iii) in the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.

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Section 3. A director shall not be indemnified by the corporation as provided in Section 2 of this Article for obligations resulting from a proceeding (a) in which the director is found liable on the basis that a personal benefit was improperly received by the director, whether or not the benefit resulted from an action taken in the person's official capacity, or (b) in which the person is found liable to the corporation, except to the extent permitted in Section 5 of this Article.

Section 4. The termination of a proceeding by judgment, order, settlement or conviction or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements set forth in Section 2 of this Article. A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

Section 5. A person may be indemnified by the corporation as provided in Section 2 of this Article against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding; but if the person is found liable to the corporation or is found liable on the basis that a personal benefit was improperly received by the person, the indemnification (a) shall be limited to reasonable expenses actually incurred by the person in connection with the proceeding, and (b) shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of the person's duty to the corporation.

Section 6. A determination of indemnification under Section 2 of this Article shall be made (a) by a majority vote of the directors who at the time of the vote are not named defendants or respondents in the proceeding; (b) if such a majority cannot be obtained, by a majority vote of a committee of the board of directors, designated to act in the matter by a majority vote of all directors, consisting solely of one (1) or more directors who at the time of the vote are not named defendants or respondents in the proceeding; (c) by special legal counsel selected by the board of directors or a committee thereof by a vote as set forth in subsection (a) or (b) of this Section 6; (d) if such a majority cannot be obtained and such a committee cannot be established, the directors or shareholders in a vote that excludes the shares held by each director and shareholder who is a defendant or respondent in the proceeding; or (e) by a unanimous vote of the directors and shareholders of the corporation.

Section 7. Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in the manner specified by subsection (c) of Section 6 of this Article for the selection of special legal counsel. A provision contained in the certificate of formation, the bylaws, a resolution of shareholders or directors, or an agreement that makes mandatory the indemnification described in Section 2 of this Article shall be deemed to constitute authorization of indemnification in the manner required herein, even though such provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.

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Section 8. The corporation shall indemnify a director against reasonable expenses incurred by the director in connection with a proceeding in which the director is a named defendant or respondent because the person is or was a director if the director has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

Section 9. If, upon application of a director, a court of competent jurisdiction determines, after giving any notice the court considers necessary, that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director has met the requirements set forth in Section 2 of this Article or has been found liable in the circumstances described in Section 3 of this Article, the corporation shall indemnify the director to such further extent as the court shall determine; but if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification shall be limited to reasonable expenses actually incurred by the person in connection with the proceeding.

Section 10.Reasonable expenses incurred by a director who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the corporation in advance of the final disposition of the proceeding and without the determination specified in Section 6 of this Article or the authorization or determination specified in Section 7 of this Article, after the corporation receives a written affirmation by the director of a good faith belief that the standard of conduct necessary for indemnification under this Article has been met and a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that the director has not met that standard or if it is ultimately determined that indemnification of the director against expenses incurred by the director in connection with that proceeding is prohibited by Section 5 of this Article. A provision contained in the certificate of formation, these bylaws, a resolution of the shareholders or directors, or an agreement that makes mandatory the payment or reimbursement permitted under this Section shall be deemed to constitute authorization of that payment or reimbursement.

Section 11.   The written undertaking required by Section 10 of this Article shall be an unlimited general obligation of the director, but need not be secured. It may be accepted without reference to financial ability to make repayment.

Section 12. Notwithstanding any other provision of this Article, the corporation may pay or reimburse expenses incurred by a director, officer, employee, agent, delegate, or other person in connection with an appearance as a witness or other participation in a proceeding at a time when such person is not a named defendant or respondent in the proceeding.

Section 13.An officer of the corporation shall be indemnified by the corporation as and to the same extent provided by Sections 7, 8 and 9 of this Article for a director and is entitled to seek indemnification under those sections to the same extent as a director. The corporation may indemnify and advance expenses to an officer, employee or agent of the corporation to the same extent that it may indemnify and advance expenses to directors under this Article.

Section 14. The corporation may indemnify and advance expenses to persons who are not or were not officers, employees or agents of the corporation but who are or were serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the same extent that it may indemnify and advance expenses to directors under this Article.

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Section 15. The corporation may indemnify and advance expenses to an officer, employee, agent or person identified in Section 14 of this Article and who is not a director to such further extent, consistent with law, as may be provided by the certificate of formation, these bylaws, general or specific action of the board of directors or contract or as permitted or required by common law.

Section 16. The corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee or agent of the corporation or who is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in such a capacity or arising out of the status as such a person, whether or not the corporation would have the power to indemnify such person against that liability under this Article. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the corporation would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the shareholders of the corporation. Without limiting the power of the corporation to procure or maintain any kind of insurance or other arrangement, the corporation may, for the benefit of persons indemnified by the corporation (a) create a trust fund, (b) establish any form of self insurance, (c) secure its indemnity obligations by grant of a security interest or other lien on the assets of the corporation, or (d) establish a letter of credit, guaranty or surety arrangement. The insurance or other arrangement may be procured, maintained or established within the corporation or with any insurer or other person deemed appropriate by the board of directors, regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the corporation. In the absence of fraud, the judgment of the board of directors as to the terms and conditions of the insurance or other arrangement and the selection of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement.

Section 17. Any indemnification of or advance of expenses to a director in accordance with this Article shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next meeting of shareholders or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the twelve (12) month period immediately following the date of the indemnification or advance.

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Section 18. For purposes of this Article, the corporation is deemed to have requested a director to serve an employee benefit plan whenever the performance by the director of the director's duties to the corporation also imposes duties on, or otherwise involves services by, the director to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a director with respect to an employee benefit plan pursuant to applicable law shall be deemed to be fines. Action taken or omitted by the director with respect to an employee benefit plan in the performance of the director's duties or for a purpose reasonably believed by the director to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.

Adopted effective June 29, 2006.
	/s/ Christian Briggs
	Christian Briggs, Secretary

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EX-4.1

EXHIBIT 4.1

EX-4.2

EXHIBIT 4.2

Appendix A-1

Subscription Agreement

THE SHARES DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IN ADDITION, THE ISSUANCE OF THE SHARES HAS NOT BEEN QUALIFIED UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, "STATE ACTS"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION PROVISIONS OF THE STATE ACTS. IT IS UNLAWFUL TO CONSUMMATE A SALE OR OTHER TRANSFER OF THE SHARES OR ANY INTEREST IN THE SHARES TO, OR TO RECEIVE ANY CONSIDERATION FOR THE SHARES FROM ANY PERSON OR ENTITY, WITHOUT THE OPINION OF COUNSEL FOR BMC CAPITAL (THE "COMPANY") THAT THE PROPOSED SALE OR OTHER TRANSFER OF THE SECURITIES DOES NOT AFFECT THE AVAILABILITY TO THE COMPANY OF SUCH EXEMPTIONS FROM REGISTRATION AND QUALIFICATION, AND THAT SUCH PROPOSED SALE OR OTHER TRANSFER IS IN COMPLIANCE WITH ALL APPLICABLE STATE AND FEDERAL SECURITIES LAWS. THE COMPANY MAY, IN ITS DISCRETION, WAIVE THE REQUIREMENT FOR SUCH A LEGAL OPINION.

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BMC Capital, Inc.

SUBSCRIPTION AGREEMENT

This Agreement is entered into effective as of _________________________, hereinafter the "Effective Date", by BMC Capital, Inc. and Subscriber. Capitalized terms used but not otherwise defined in the main body of this Agreement are defined Appendix A, which is attached and incorporated into this Agreement by reference.

Recitals

A.      Subscriber desires to purchase and receive from BMC Capital, Inc. and BMC Capital, Inc. desires to issue and sell to Subscriber, the Shares in consideration of Subscriber's payment of the Purchase Price to American Escrow Company (for the benefit of BMC Capital, Inc.) pursuant to the terms of this Agreement.

B.      In connection with Subscriber's purchase of the Shares, Subscriber agrees to be bound by the terms of BMC Capital, Inc.'s governing documents. Based upon the above recitals and the mutual promises in the Agreement, the Parties agree as follows:

Article 1

Issuance and Sale of Shares and Warrants

1.01. Effective as of the Closing Date, BMC Capital, Inc. issues, sells, transfers, and assigns to Subscriber, and Subscriber irrevocably subscribes for, the Shares in consideration of Subscriber's payment of the Purchase Price and BMC Capital, Inc.'s disbursement to itself of the purchase Price from escrow on the Closing Date, as further described in Article 2 of this Agreement, and for other good and valuable consideration. For each two Shares subscribed, Subscriber will also receive (for no additional consideration) a Warrant to purchase one Share, and having an exercise price of $0.19 per share. Each such Warrant will be exercisable until the later of: (a) six months following the date of BMC Capital's initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of BMC Capital's Common Stock to the public; or (b) six months following the date as of which BMC Capital becomes a reporting company through a reverse merger, share exchange or other means.

1.02. Payment. The Subscriber must make payment for the full amount of the purchase price, by check payable to "American Escrow Company, 09S43949 CR6" or by wire transfer of immediately available funds to the following account:

TEXAS CAPITAL BANK

ABA: 111017979

CREDIT TO:        American Escrow Company

ACCOUNT NUMBER 1411008038

RE: 09S43949 CR6

Upon receipt please notify Carla Janousek @ 214-855-8879

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Article 2

Closing

2.01. Date and Location. The closing of the purchase and sale of the Shares will take place on the Closing Date. It is not necessary for all Parties to execute this Agreement at the same location.

2.02. Escrow. Concurrently with the execution of this Agreement, Subscriber has delivered the Purchase Price to BMC Capital, Inc., to be held in escrow in an interest-bearing account until disbursed as provided in Section 2.04 of this Agreement.

2.03. Accrued Interest. All interest earned on the Purchase Price will be reported for all federal and state tax purposes to BMC Capital, Inc. and will be disbursed to BMC Capital, Inc. upon the Closing Date or the Termination Date.

2.04. Disbursement of Funds.

(a)      Upon Closing. BMC Capital, Inc. will disburse to itself the Purchase Price (together with all interest earned) on the Closing Date unless BMC Capital, Inc. provides a Termination Notice to Subscriber at least 1 Business Day prior to the Closing Date.

(b)      Upon Termination. If BMC Capital, Inc. elects not to accept Subscriber's subscription under this Agreement and provides a Termination Notice to Subscriber, BMC Capital, Inc. will, within 5 Business Days of the Termination Date, (1) disburse to Subscriber the Purchase Price, and (2) disburse to itself any interest accrued on the Purchase Price.

Article 3

Representations and Warranties

3.01. BMC Capital, Inc. BMC Capital, Inc. represents, warrants, and covenants the following to Subscriber:

(a)      Organization. BMC Capital, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada.

(b)      Authority. The making, execution, delivery, and performance of this Agreement by BMC Capital, Inc. constitute valid and binding obligations enforceable in accordance with the terms of this Agreement. BMC Capital, Inc. has obtained all necessary authority, consents, and approvals required to enter into this Agreement and carry out the transactions contemplated in this Agreement.

3.02. Subscriber.

(a)      Representations. Subscriber represents, warrants, and covenants the following to BMC Capital, Inc.:

(1)      Subscriber is q a ___________________duly organized, validly existing, and in good standing under the laws of the State of ________________ or q an individual resident of the State of  ______________________,   (Check  appropriate box and fill in the blank(s)).

(2)      The making, execution, delivery, and performance of this Agreement by Subscriber constitute valid and binding obligations enforceable in accordance with the terms of this Agreement. Subscriber has obtained all necessary authority, required to enter into this Agreement and carry out the transactions contemplated in this Agreement.

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(3)       Subscriber is an "accredited investor," as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, and alone or with a purchaser representative (if any), is capable of evaluating an investment in the Shares of BMC Capital, Inc. due to Subscriber's knowledge and experience in financial and business matters. If Subscriber is an entity, all of its owners are "accredited investors," as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act.

(4)       Subscriber recognizes that the possible future performance of BMC Capital, Inc. is not guaranteed and that an investment in BMC Capital, Inc. involves significant risk. Subscriber recognizes that BMC Capital, Inc. has limited financial operating history as a business.

(5)       Subscriber recognizes that the Shares have not been and may not be registered under the Securities Act or under any applicable state securities or blue sky laws, in reliance upon exemptions from the registration requirements, which exemptions may depend, among other things, upon the bona fide nature of Subscriber's investment intent as represented and warranted in this Agreement.

(6)       In addition to any other transfer restrictions, Subscriber understands that the Shares subscribed will be "restricted securities" under the federal securities laws as they are being acquired from BMC Capital, Inc. in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Subscriber acknowledges that the Shares may be required to be held indefinitely unless subsequently registered under the Securities Act or an exemption from registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Subject to and without limiting the foregoing, Subscriber understands that the Shares may not be publicly traded and that no market may exist for such Shares at the time of any resale.

(7)       Subscriber understands that Subscriber may suffer adverse tax consequences as a result of Subscriber's disposition of the Shares. Subscriber has consulted any tax consultants Subscriber deems advisable in connection with the subscription for or disposition of the Shares and Subscriber is not relying on BMC Capital, Inc. for any tax advice.

(8)       Subject to and without limiting paragraph (6) above, Subscriber will not offer for sale or sell any part of or all of the Shares except (1) upon effective registration of such Shares under the Securities Act, if necessary, and such state blue sky or securities laws as may be in effect from time to time or any legislation substituted for such laws and the rules and regulations under such laws; (2) upon acceptance by BMC Capital, Inc. of an opinion of counsel in such form and by such counsel as may be satisfactory to counsel for BMC Capital, Inc. (or of such other documentation as may be satisfactory to counsel for BMC Capital, Inc.) that registration is not required, including but not limited to such an opinion as related to resale under Rule 144. Subscriber understands that the effect of such representation and warranty is that the Shares must be held indefinitely unless the sale or transfer of the Shares is subsequently registered under applicable state and federal securities laws, or an exemption from such registration is available at the time of any proposed sale or other transfer of the Shares, or all conditions of Rule 144 promulgated under the Securities Act are satisfied. BMC Capital, Inc. is under no obligation to and has no plans to register the Shares, although Subscriber may be entitled to "piggyback" registration rights, subject to BMC Capital, Inc.'s right to limit the number of Shares to be registered based on the advice of its underwriters, including exclusion of piggyback registration rights from a public offering. Further, Subscriber understands that the Shares may not be publicly traded and no market may exist for them.

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(9)         The Shares sought to be subscribed for by the Subscriber are being subscribed and purchased only for the account of the Subscriber and not on behalf of any other Person.

(10)         No Person other than the Subscriber has or will have any direct or indirect beneficial interest in the Shares. The Subscriber has no agreement, arrangement, or understanding for transfer of the Shares or any interest in the Shares to any other Person or Persons.

(11)         The Shares are being subscribed for by the Subscriber for the purpose of holding for investment and not with a view to any further distribution, assignment, or resale to others.

(12)         Subscriber understands that no federal or state agency has passed upon the Shares, or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the Shares.

(13)         The Purchase Price of the Shares has been determined by BMC Capital, Inc. and is set at a price BMC Capital, Inc. believes reflects a discount to the current market value of the Shares. Shares may be issued at a later date for a higher or lower price.

(14)         Subscriber (1) has sufficient knowledge and experience in finance, securities, investments, and business matters, and/or has the advice or representation of a qualified Person having sufficient knowledge and experience, to be able to evaluate the merits and risks of an investment in such securities of BMC Capital, Inc. and to make an informed decision with respect to the investment; (2) has been given or had access to sufficient information regarding the proposed arrangement and BMC Capital, Inc. to evaluate the merits and risks of the investment in BMC Capital, Inc.; and (3) is able to bear the economic risk of the investment in BMC Capital, Inc. and to hold the same for purposes of investment.

(15)         Subscriber's investment in the Shares sought to be subscribed for does not constitute more than 20% of the Subscriber's net worth.

(16)         Subscriber acknowledges that BMC Capital, Inc. has provided to Subscriber a copy of the Subscription Agreement pursuant to which BMC Capital, Inc. has offered an opportunity to acquire the Shares. Subscriber has carefully read and understands the information set forth in the Subscription Agreement.

(17)         Subscriber has been given an opportunity to ask questions of, to the extent the Subscriber deemed necessary, has asked questions of and received answers from, the BMC Capital, Inc. concerning the Shares, the terms and conditions of the Offering, the BMC Capital, Inc., and its anticipated affairs. The Subscriber has been given or afforded access to all documents, records, books, and additional information it has requested regarding such matters.

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(18)         Prior to any sale, transfer, or other disposition of the Shares, if permitted, the Subscriber agrees to comply with the notice provisions and any other transfer restrictions currently existing or later established by BMC Capital, Inc. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions required in this Agreement, and, if requested by BMC Capital, Inc., addressed to BMC Capital, Inc. and satisfactory in form and substance to BMC Capital, Inc., stating that, in the opinion of such counsel, such transfer will be a transaction exempt from registration under all applicable federal and state securities laws and that all consents, approvals, or authorizations to such transfer have been obtained. If BMC Capital, Inc. requests such an opinion, the Subscriber will not sell, transfer, or dispose of the Shares unless and until such opinion has been delivered to BMC Capital, Inc. and BMC Capital, Inc. acknowledges that it is satisfactory.

(19)         If Subscriber is an individual and Subscriber's spouse has not executed this Agreement, Subscriber represents and warrants that (1) Subscriber is not currently married; or (2) Subscriber and Subscriber's spouse have in existence a separate property regime.

(20)         The representations and warranties contained in this Agreement made by Subscriber are true, correct, and complete as of the Effective Date and do not omit any material fact necessary to make the statements made in this statement by the Subscriber not misleading. If there should be any adverse change in said information prior to this subscription being accepted, Subscriber will immediately provide BMC Capital, Inc., if applicable, with accurate and complete information concerning any such change.

(21)         The undersigned is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the undersigned in connection with investments in securities generally.

(b) Suitability Letter. Concurrently with the execution of this Agreement, Subscriber has completed and executed the Suitability Letter, the terms of which are incorporated into this Section 3.02 by reference.

Article 4

Indemnification

4.01. Indemnification.

(a)       BMC Capital, Inc. BMC Capital, Inc. will defend, indemnify, and hold harmless each Company Indemnitee from and against any and all direct and third party Claims and Losses arising or alleged to arise from BMC Capital, Inc.'s breach of any of BMC Capital, Inc.'s representations, warranties, or covenants made under this Agreement.

(b)       Subscriber. Subscriber will defend, indemnify, and hold harmless each Subscriber Indemnitee from any and all direct and third party Claims and Losses arising or alleged to arise from Subscriber's breach of any of Subscriber's representations, warranties, or covenants made under this Agreement.

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(c) Non-Exclusivity. The Parties' obligations under this Section 4.01 are in addition to any rights and remedies that any indemnitees may have at law, in equity, or otherwise.

Article 5

General Provisions

5.01. Assignment. Neither Party will assign this Agreement without the prior written consent of the other Party. Subject to the forgoing, this Agreement and its terms and provisions inure to the benefit of and are binding upon the Parties and their respective successors, heirs, and assigns.

5.02. Governing Law and Venue. This Agreement will be construed in accordance with and governed by the internal law of the State of Nevada (without reference to its rules as to conflicts of law). The Parties irrevocably submit to the jurisdiction of any state or federal court in Harris County, Nevada, with respect to any action or proceeding arising out of or relating to this Agreement. The Parties consent to and grant to any such court jurisdiction over the persons of such Parties and over the subject matter of any such dispute.

5.03. Waiver of Trial by Jury. THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

5.04. Interpretations in Writing. Despite the possibility that one Party or its representatives may have prepared the initial draft of this Agreement or played a greater role in the preparation of subsequent drafts, the Parties agree that neither of them will be deemed the drafter of this Agreement and that, in construing this Agreement, no provision will be construed in favor of one Party on the ground that such provision was drafted by the other. If any claim is made by a Party relating to any conflict, omission, or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of either Party or its counsel.

5.05. Amendment. Alterations, modifications, or amendments of a provision of this Agreement will not be binding unless such alteration, modification, or amendment is in writing and signed by an authorized representative of each Party.

5.06. Waiver. A waiver by a Party of any provision of this Agreement in any instance will not be deemed a waiver of such provision, or any other provision of this Agreement, as to any future instance or occurrence. All remedies, rights, undertakings, and obligations contained in this Agreement will be cumulative and none of them will be in limitation of any other remedy, right, undertaking, or obligation of a Party.

5.07. Entire Agreement. This Agreement and the Suitability Letter contain the entire understanding of the Parties and supersede all previous verbal and other written agreements between the Parties with respect to the subject matter of this Agreement. This Agreement does not create any relationship between the Parties except as expressly stated.

5.08. Severability. The provisions of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement will not affect the validity or enforceability of any other of its provisions. If one or more provisions of this Agreement are declared invalid or unenforceable, the remaining provisions will remain in full force and effect and will be construed in the broadest possible manner to effectuate the purposes of this Agreement.

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5.09. Captions. The headings and captions of this Agreement are inserted for reference convenience and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision of this Agreement. Unless otherwise expressly provided, the words "include(s)," "included," or "including" do not limit the preceding words or terms. Pronouns will refer to the masculine, feminine, neuter, singular or plural as the context will require.

5.10. Notices. All notices, requests, or consents required or permitted under this Agreement will be in writing (including electronic form) and will be delivered to the address set forth by each Party in this Agreement, or to such other party and/or address as any of such Parties may designate in a written notice served upon the other Parties in the manner provided for in this Agreement. Each notice, request, consent, or other communication will be given and will be effective: (1) if delivered by hand, when so delivered; (2) if delivered by nationally recognized overnight courier service or sent by United States Express Mail, upon confirmation of delivery; (3) if delivered by certified or registered mail, on the third following Business Day after deposit with the United States Postal Service; or (4) if delivered by facsimile, upon confirmation of successful transmission, and if delivered by email, upon confirmation of receipt by the other party in writing by return email.

5.11. Counterparts. This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the Parties, each of which will be enforceable against the Parties actually executing such counterparts, and all of which together will constitute one instrument. This Agreement may be executed by facsimile signature; such signature is deemed an original signature.

5.12. Litigation Expense. In any suit or action brought to enforce any term, condition, or covenant of this Agreement, or to recover damages arising from any breach of this Agreement, the losing Party will pay the substantially prevailing or successful Party's reasonable attorneys' fees and all other reasonable costs and expenses that may be incurred by the successful Party in any suit, action or in any reviews or appeals, including those fees and costs incurred in any bankruptcy case or proceeding.

5.13. Survival. The terms of Articles 3, 4, and 5, and Appendixes A and B of this Agreement survive the Closing Date or Termination Date, as applicable, indefinitely, and the terms of Section 1.01 of this Agreement will survive until Subscriber's payment obligations are fulfilled.

(Signature Page Follows)

Signature Page Subscription Agreement

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The Parties have executed this Agreement duly authorized effective as of the Effective Date.

BMC Capital, Inc.	SUBSCRIBER
BMC Capital, Inc.
By:	By:
Printed Name	Printed Name
Title	Title

I, _________________________________ , spouse of ,  ___________________________have read and approve this Agreement. In consideration of BMC Capital, Inc. granting my spouse the right to purchase the Shares as set forth in this Agreement, I agree to be irrevocably bound by this Agreement, and further agree that any community property or similar interest that I may have in the Shares will be similarly bound by this Agreement. I appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under this Agreement.

Signature______________________________________

Printed Name___________________________________

Appendix A-1

Subscription Agreement

Definitions

As used in this Agreement, the following defined terms have the meanings set forth below. The definition of a term applies to all variants of the term. Where a plural term is defined, reference to a singular form refers to a single member of the group defined by the plural term. If the group defined by a plural term consists of one member, it is equivalent to the singular.

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(a)       "Affiliate" means: (1) any Person that directly or indirectly through one or more intermediaries, alone or through an affiliated group, controls, is controlled by, or is under common control with, such specified Person; (2) any Person that is an officer, director, partner, member, shareholder, trustee, or employee of, or serves in a similar capacity with respect to, such specified Person (or an Affiliate of such specified Person); or (3) any Person that, directly or indirectly, is the beneficial owner of 50% or more of any class of equity securities of the specified Person or of which the specified Person is directly or indirectly the owner of 50% or more of any class of equity securities. For purposes of this definition, the terms "controlling," "controlled by," or "under common control with" will mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(b)       "Agreement" means this Subscription Agreement dated effective as of the Effective Date, as it may be amended from time to time, including all appendixes, exhibits, addendums, and other attachments that are incorporated into this Agreement.

(c)       "Business Day" means any day other than Saturday, Sunday, or any federal legal holiday of the United States of America.

(d)       "Claim" means each and every claim, request, accusation, allegation, assertion, complaint, petition, demand, suit, action, proceeding, and cause of action of every kind and description, INCLUDING CLAIMS FOR A PARTY'S OWN NEGLIGENCE.

(e)       "Closing Date" means the date that the Company elects to accept Subscriber's subscription for the Shares and close the purchase and sale under this Agreement as set forth in a written notice from the Company to Subscriber.

(f)       "Shares" means 26,000,000 shares of voting common stock in the Company, subject to dilution, sold and transferred under this Agreement to Subscribers in consideration of Subscribers' payment of the Purchase Price to the Company. The shares are subject to dilution.

(g)       "Loss" means each and every liability, loss, damage, and injury (including injury or damage to any property right, and injury, damage, or death to any Person), wound, wrong, hurt, harm, expense, deficiency, diminution in value, obligation, expenditure and disbursement of any kind or nature (including all fees, costs, and expenses of investigation, travel expenses, and value of time expended by personnel), settlement, fine, fee, cost, cost of court, and all expenses of litigation (including reasonable attorneys' fees) incident to any of the foregoing.

(h)       "Company" means BMC Capital, Inc., a Nevada corporation, with offices at 2700 Lincoln Plaza 500 North Akard, Dallas, TX 75201.

(i)       "Company Indemnitee" means Subscriber and its respective officers, directors, members, managers, partners, shareholders, agents, employees, trustees, successors, and assigns.

(j)       "Party" and "Parties" means the Company and Subscriber, as applicable.

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(k)  "Person" means an individual, partnership, general partner, limited partner, Corporation, corporation, trust, estate, real estate investment trust, association, or any other legally recognized entity or organization.

(1) "Price Per Share" means $0.19.

(m)             "Purchase Price" means the amount of money Subscriber has committed to be contributed to the Company under this Agreement in consideration of the sale of the Shares to Subscriber, and is equal to the number of Shares multiplied by the Price Per Share, or $ _________________________.

(n)             "Securities Act" means the Securities Act of 1933, as may be amended from time to time.

(o)             "Subscriber"     means  _____________________________,   with offices at _________________________________________________.

(p)             "Suitability Letter" means that certain Subscription of Shares suitability Letter dated to be effective as of the Effective Date completed and executed by Subscriber, which is attached and incorporated by reference into this Agreement under Appendix A-2.

(q)             "Subscriber Indemnitee" means the Company, its Affiliates, and their respective officers, directors, members, managers, partners, shareholders, agents, employees, trustees, successors, and assigns.

(r)             "Termination Date" means the date that the Company delivers a Termination Notice to Subscriber pursuant to Section 2.04 of this Agreement.

(s)           "Termination Notice" means a written notice from Company to Subscriber notifying Subscriber that Company is not accepting Subscriber's subscription of the Shares under this Agreement.

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EX-5.1

EXHIBIT 5.1

Stepp Law Corporation

15707 Rockfield Blvd.

Suite 101

Irvine, California 92618

August 8, 2012

BMC Capital, Inc.

One Galleria Tower

13355 Noel Road

Suite 400

Dallas, Texas 75240

Attention:               Board of Directors

Re:           Registration Statement on Form S-1

Gentlemen:

As special counsel to BMC Capital, Inc., a Nevada corporation (the "Company"), we have been requested to provide our opinion regarding 2,012,761 shares of the Company’s common stock which have been issued by the Company (the “Shares”). We have been informed that the Shares will be registered for sale or transfer by the holders thereof pursuant to the provisions of that certain registration statement on Form S-1, which is anticipated to be filed by the Company with the Securities and Exchange Commission (the “Commission"), to comply with the applicable provisions of the Securities Act of 1933, as amended (the “Act”), and those holders are identified in that registration statement (the "Registration Statement"). Accordingly, the purpose of this letter is to respond, in writing, to that request and furnish that opinion.  The opinion specified in this letter is limited to Nevada law.

For purposes of providing the opinion specified in this letter, we have made such legal and factual examinations and inquiries, including an examination of photocopies, identified to our satisfaction being true copies of various records of the Company and such other documents, instruments and corporate records and public records as we have deemed necessary or appropriate.  Also, we have obtained from officers of the Company and have relied upon such representations and assurances as we deem necessary or appropriate for the purposes of providing that opinion.

Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification that (i) each natural person executing a document has sufficient legal capacity to do so; (ii) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine and all documents submitted to us as photocopies, electronic or facsimile copies conform to the original document; and (iii) all corporate records made available to us by the Company, and all public records we have reviewed are accurate and complete.

Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions specified in this letter, it is our opinion that the Shares (i) have been duly and validly authorized for issuance and (ii) are validly issued, fully paid, and non-assessable.

We confirm that we furnish no opinion with respect to the truth and accuracy or the completeness of the Registration Statement, other than this letter.  The opinion specified in this letter is expressly limited to the matters specified in this letter, and we furnish no opinion, express or implied, as to any other matter relating to the Company or its securities.  Accordingly, no provision of this letter is intended to, nor shall any such provision, be construed as an opinion concerning any matter not specified in this letter.

The opinion specified in this letter is as of the date of this letter, and we assume no obligation to update or supplement that opinion, if any applicable law changes after the date of this letter, or if we become aware after the date of this letter of any fact, whether existing before or occurring after the date of this letter, that might change the opinion specified in this letter.

BMC Capital, Inc.

August 8, 2012

Page 2

We consent to the (i) use of this letter as an exhibit to the Registration Statement, (ii) disclosure in the prospectus portion of the Registration Statement of the opinion specified in this letter, and (iii) use of our name in the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required pursuant to Section 7 of the Act, or the rules and regulations of the Commission.

The Company is hereby advised, urged, and encouraged to consult with and, if appropriate, retain securities counsel in each jurisdiction outside the United States in which the Shares may be offered and sold regarding compliance with the securities laws of such jurisdiction.

Finally, of course, in the event that you have questions or comments regarding this matter, please do not hesitate to contact us. Thank you.

Sincerely,

STEPP LAW CORPORATION

/s/  Thomas E. Stepp, Jr.

By:  Thomas E. Stepp, Jr.

TES/jkl

EX-10.1

EXHIBIT 10.1

BMC CAPITAL, INC.

2010 STOCK INCENTIVE PLAN

ARTICLE I. ESTABLISHMENT AND PURPOSE

Section 1.1 Establishment. BMC Capital, Inc. ("BMC") hereby establishes the BMC, Inc. 2010 Stock Incentive Plan (the "Plan"), as set forth in this document.

Section 1.2 Purpose. The purposes of the Plan are to attract and retain highly qualified individuals to perform services for BMC and to align the interests of those individuals with those of the stockholders of BMC. BMC is committed to creating long-term stockholder value. BMC's compensation philosophy is based on a belief that BMC can best create stockholder value if employees, directors and certain others providing services to BMC and its Affiliates act and are rewarded as business owners. BMC believes that an equity stake through equity compensation programs effectively aligns service provider and stockholder interests by motivating and rewarding long-term performance that will enhance stockholder value.

Section 1.3 Effectiveness and Term. The Plan shall become effective on May 1, 2010. Unless terminated earlier by the Board, this Plan shall terminate on May 1, 2020.

ARTICLE II.

DEFINITIONS

Section 2.1 "Affiliate" means any corporation or other type of entity in a chain of corporations or other entities, starting with BMC, in which each corporation or other entity has a "controlling interest" in another corporation or entity in the chain. For purposes of this Section, "controlling interest" means in the case of a corporation, ownership of stock possessing at least 50% of total combined voting power of all classes of stock entitled to vote of such corporation.

Section 2.2 "Award" means an award granted to a Participant in the form of Options or Restricted Stock.

Section 2.3 "Award Agreement" means a written agreement between BMC and a Participant that sets forth the terms, conditions, restrictions and limitations applicable to an Award.

Section 2.4 "Board" means the Board of Directors of BMC.

Section 2.5 "Cause" means a finding by the Committee of acts or omissions constituting willful misconduct or gross negligence in the course of the Participant's employment or service with the Company.

Section 2.6 "Code" means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations.

Section 2.7 "Committee" means the Compensation Committee of the Board or such other committee of the Board as may be designated by the Board to administer the Plan, which committee shall consist of two or more members of the Board. To the extent that no Committee exists that has the authority to administer the Plan, the functions of the Committee shall be exercised by the Board. If for any reason the appointed Committee does not meet the requirements of Rule 16b-3, such noncompliance with such requirements shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.

Section 2.8 "Common Stock" means the common stock of BMC, par value $.001 per share, or any stock or other securities of BMC hereafter issued or issuable in substitution or exchange for the Common Stock Stock.

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Section 2.9 "Company" means BMC and any Affiliate.

Section 2.10 "Change in Control" means the occurrence of one or more of the following events:

(a)           the directors/ stockholders (as necessary) of BMC approve a merger or consolidation of BMC with any corporation or other entity, other than a merger or consolidation which would result in the voting securities of BMC outstanding immediately prior thereto continuing to represent (either by renaming outstanding securities or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of BMC or such surviving entity outstanding immediately after such merger or consolidation;

(b)           a change in ownership of BMC through a transaction or series of transactions, such that any person or entity is or becomes the beneficial owner, directly or indirectly, of stock or other securities of BMC representing 50% or more of the combined voting power of BMC's then outstanding stock or other securities;

(c)           the approval by the directors/stockholders (as necessary) of any agreement for the sale or disposition of all or substantially all of BMC's assets; or

(d)           a transfer of all or substantially all of BMC's assets pursuant to a partnership or joint venture agreement where BMC's resulting interest is or becomes 50% or less.

Section 2.11 "Disability" means by virtue of an accident, sickness or otherwise, a Participant is unable to perform the essential functions of his position, with reasonable accommodation, for a period of 90 consecutive days.

Section 2.12 "Effective Date" means the date this Plan becomes effective as provided in Section 1.3.

Section 2.13 "Employee" means an employee of the Company; provided, however, that the term "Employee" does not include an Outside Director or an individual performing services for the Company who is treated for tax purposes as an independent contractor at the time of performance of the services.

Section 2.14 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

Section 2.15 "Fair Market Value" means (a) if the Common Stock is listed on any established stock exchange or a national market system, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the date of the determination (or if there was no quoted price for such date, then for the last preceding business day on which there was a quoted price), as reported in The Wall Street Journal or such other source as the Committee deems reliable, (b) if the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the mean between the high bid and low asked prices for the Common stock for the date of the determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable, or (c) if the Common Stock is not reported or quoted by any such organization, fair market value of the Common Stock as determined in good faith by the Committee using a "reasonable application of a reasonable valuation method" within the meaning of Section 409A of the Code and the regulations and other guidance thereunder.

Section 2.16 "Fiscal Year" means the 12-month-period beginning each January 1 and ending on December 31.

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Section 2.17 "Good Reason" means (a) any demotion of the Participant as evidenced by a material reduction in the Participant's responsibilities, duties, compensation or benefits, or (b) the assignment of duties or position that would necessitate a change in the location of Participant's residence.

Section 2.18 "Grant Date" means the date an Award is determined to be effective by the Committee upon the grant of such Award.

Section 2.19 "NASDAQ" means The NASDAQ Stock Market, Inc.

Section 2.20 "Nonqualified Stock Option" means an Option that is not an incentive stock option.

Section 2.21 "Option" means an option to purchase shares of Common Stock granted to a Participant pursuant to Article VII.

Section 2.22 "Outside Director" means a member of the Board who: (a) meets the independence requirements of NASDAQ, or if NASDAQ shall cease to be the principal exchange or quotation system upon which the shares of Common Stock are listed or quoted, then such exchange or quotation system as BMC elects to list or quote its shares of Common Stock and that the Committee designates as BMC's principal exchange or quotation system, (b) qualifies as an "outside director" under Section 162(m) of the Code, (c) qualifies as a "non-employee director" of BMC under Rule 16b-3, and (d) satisfies independence criteria under any other applicable laws or regulations relating to the issuance of shares of Common Stock to Employees.

Section 2.23 "Participant" means an Employee, Outside Director, or other individual or entity who performs services for the Company that has been granted an Award; provided, however, that no Award that may be settled in Common Stock may be issued to a Participant that is not a natural person.

Section 2.24 "Permitted Transferee" shall have the meaning given such term in Section 11.4.

Section 2.25 "Plan" means the BMC, Inc. 2010 Stock Incentive Plan, as in effect from time to time.

Section 2.26 "Purchased Restricted Stock" shall have the meaning given such term in Section 8.2.

Section 2.27 "Restricted Period" means the period established by the Committee with respect to an Award of Restricted Stock during which the Award remains subject to forfeiture.

Section 2.28 "Restricted Stock" means a share of Common Stock granted to a Participant pursuant to Article IX that is subject to such terms, conditions, and restrictions as may be determined by the Committee.

Section 2.29 "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, or any successor rule or regulation that may be in effect from time to time.

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ARTICLE III.

PLAN ADMINISTRATION

Section 3.1 Plan Administrator and Discretionary Authority. The Plan shall be administered by the Committee. The Committee shall have total and exclusive responsibility to control, operate, manage and administer the Plan in accordance with its terms. The Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the Plan. Without limiting the generality of the preceding sentence, the Committee shall have the exclusive right to: (a) interpret the Plan and the Award Agreements executed hereunder; (b) decide all questions concerning eligibility for, and the amount of, Awards granted under the Plan; (c) construe any ambiguous provision of the Plan or any Award Agreement; (d) prescribe the form of Award Agreements; (e) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement; (0 issue administrative guidelines as an aid to administering the Plan and make changes in such guidelines as the Committee from time to time deems proper; (g) make regulations for carrying out the Plan and make changes in such regulations as the Committee from time to time deems proper; (h) determine whether Awards should be granted singly or in combination; (i) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions and limitations; (j) accelerate the exercise, vesting or payment of an Award when such action or actions would be in the best interests of the Company; (k) require Participants to hold a stated number or percentage of shares of Common Stock acquired pursuant to an Award for a stated period; and (1) take any and all other actions the Committee deems necessary or advisable for the proper operation or administration of the Plan. The Committee shall have authority in its sole discretion with respect to all matters related to the discharge of its responsibilities and the exercise of its authority under the Plan, including without limitation its construction of the terms of the Plan and its determination of eligibility for participation in, and the terms of Awards granted under, the Plan. The decisions of the Committee and its actions with respect to the Plan shall be final, conclusive and binding on all persons having or claiming to have any right or interest in or under the Plan, including without limitation Participants and their respective Permitted Transferees, estates, beneficiaries and legal representatives. The Committee may delegate the authority to grant Awards under the Plan to a subcommittee of the Committee comprised of two or more Outside Directors.

Section 3.2 Liability; Indemnification. No member of the Committee, nor any person to whom it has delegated authority, shall be personally liable for any action, interpretation or determination made in good faith with respect to the Plan or Awards granted hereunder, and each member of the Committee (or delegatee of the Committee) shall be fully indemnified and protected by BMC with respect to any liability he may incur with respect to any such action, interpretation or determination, to the maximum extent permitted by applicable law.

ARTICLE IV.

SHARES SUBJECT TO THE PLAN

Section 4.1 Available Shares.

(a)      Subject to adjustment as provided in Sections 4.2 and 4.3, the maximum number of shares of Common Stock that shall be available for grant of Awards under the Plan shall be 10,000,000 shares of Common Stock. If an Award granted under this Plan expires, is forfeited or becomes unexercisable for any reason without having been exercised in full, the undelivered shares of Common Stock which were subject to the Award shall, unless the Plan shall have been terminated, become available for future Awards under the Plan.

(b)      Shares of Common Stock issued pursuant to the Plan may be original issue or treasury shares or a combination of the foregoing, as the Committee, in its sole discretion, shall from time to time determine. During the term of this Plan, BMC will at all times reserve and keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan.

(c)      Notwithstanding any provision of this Plan to the contrary, the Board or the Committee shall have the right to substitute or assume awards in connection with mergers, reorganizations, separations or other transactions to which Section 424(a) of the Code applies, provided such substitutions or assumptions are permitted by Section 424 of the Code and the regulations promulgated thereunder.

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Section 4.2 Adjustments for Recapitalizations and Reorganizations.

(a) The shares with respect to which Awards may be granted under the Plan are shares of Common Stock as presently constituted, but if, and whenever, prior to the expiration or satisfaction of an Award theretofore granted, BMC shall effect a split, subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock in the form of Common Stock without receipt of consideration by BMC, the number of shares of Common Stock with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of

outstanding shares, shall be proportionately increased, and, if applicable, the exercise price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and, if applicable, the exercise price per share shall be proportionately increased.

(b)      If BMC recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of an Award theretofore granted the Participant shall be entitled to receive (or to purchase, if applicable) under such Award, in lieu of the number of shares of Common Stock then covered by such Award, the number and class of shares of stock or other securities to which the Participant would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the Participant had been the holder of record of the number of shares of Common Stock then covered by such Award.

(c)      In the event of changes in the outstanding Common Stock by reason of a reorganization, merger, consolidation, combination, separation (including a spin-off or other distribution of stock or property), exchange, or other relevant change in capitalization occurring after the date of grant of any Award and not otherwise provided for by this Section 4.2, any outstanding Awards and any Award Agreements evidencing such Awards shall be subject to adjustment by the Committee in its sole discretion as to the number, price and kind of shares or other consideration subject to, and other terms of, such Awards to reflect such changes in the outstanding Common Stock, or (ii) in the case of a Change in Control, if approved by the Committee in its sole discretion, replacement with a comparable Award pursuant to Article IX.

(d)      In the event of any changes in the outstanding Common Stock provided for in this Section 4.2, the aggregate number of shares available for grant of Awards under the Plan may be equitably adjusted by the Committee, whose determination shall be conclusive.

Section 4.3 Adjustments for Awards. The Committee shall have sole discretion to determine the manner in which shares of Common Stock available for grant of Awards under the Plan are counted. Without limiting the discretion of the Committee under this Section, unless otherwise determined by the Committee, the following rules shall apply for the purpose of determining the number of shares of Common Stock available for grant of Awards under the Plan:

(a)      Options and Restricted Stock. The grant of Options and Restricted Stock shall reduce the number of shares of Common Stock available for grant of Awards under the Plan by the number of shares of Common Stock subject to such an Award.

(b)      Cancellation, Forfeiture and Termination. If any Award referred to in subsection (a) of this Section is canceled or forfeited, or terminates, expires or lapses, for any reason, the shares then subject to such Award shall again be available for grant of Awards under the Plan.

(c)      Payment of Exercise Price and Withholding Taxes. If shares of Common Stock are used to pay the exercise price of an Award, the number of shares available for grant of Awards under the Plan shall be increased by the number of shares delivered as payment of such exercise price. If shares of Common Stock are used to pay withholding taxes payable upon exercise, vesting or payment of an Award, or shares of Common Stock that would be acquired upon exercise, vesting or payment of an Award are withheld to pay withholding taxes payable upon exercise, vesting or payment of such Award, the number of shares available for grant of Awards under the Plan shall be increased by the number of shares delivered or withheld as payment of such withholding taxes.

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ARTICLE V.

ELIGIBILITY

The Committee shall select Participants from those Employees, Outside Directors and other individuals or entities providing services to the Company that, in the opinion of the Committee, are in a position to make a significant contribution to the success of the Company. Once a Participant has been selected for an Award by the Committee, the Committee shall determine the type and size of Award to be granted to the Participant and shall establish in the related Award Agreement the terms, conditions, restrictions and limitations applicable to the Award, in addition to those set forth in the Plan and the administrative guidelines and regulations, if any, established by the Committee.

ARTICLE VI.

FORM OF AWARDS

Section 6.1 Form of Awards. Awards may be granted under the Plan, in the Committee's sole discretion, in the form of Options pursuant to Article VII, Restricted Stock pursuant to Article VIII, or a combination thereof. All Awards shall be subject to the terms, conditions, restrictions and limitations of the Plan. The Committee may, in its sole discretion, subject any Award to such other terms, conditions, restrictions and/or limitations (including without limitation the time and conditions of exercise, vesting or payment of an Award and restrictions on transferability of any shares of Common Stock issued or delivered pursuant to an Award), provided they are not inconsistent with the terms of the Plan.

Section 6.2 No Repricing. Except for adjustments made pursuant to Section 4.2, no Award may be repriced, replaced, regranted through cancellation or modified without stockholder approval, if the effect would be to reduce the exercise price for the shares underlying such Award; and, the Committee may not cancel an outstanding Option that is under water for the purpose of granting a replacement Award of a different type.

Section 6.3 No Reload Rights. Options shall not contain any provision entitling the Participant to an automatic grant of additional Options in connection with any exercise of the original Option.

ARTICLE VII.

OPTIONS

Section 7.1 General. Awards may be granted in the form of Nonqualified Stock Options.

Section 7.2 Terms and Conditions of Options. An Option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee. The price at which a share of Common Stock may be purchased upon exercise of an Option shall be determined by the Committee, but such exercise price shall not be less than 100% of the Fair Market Value per share of Common Stock on the Grant Date unless the Option is granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who became Employees as a result of a merger, consolidation, acquisition, or other corporate transaction involving the Company, provided that such assumption or substitution either complies with the requirements of Section 409A of the Code or is consistent with maintaining the exempt status of the Award from the application of that section. Except as otherwise provided in Section 7.3, the term of each Option shall be as specified by the Committee; provided, however, that no Options shall be exercisable later than ten years after the Grant Date.

Section 7.3 Exercise of Options.

(a) Subject to the terms and conditions of the Plan, Options shall be exercised by the delivery of a written notice of exercise to BMC, setting forth the number of whole shares of Common Stock with respect to which the Option is to be exercised, accompanied by full payment for such shares.

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ARTICLE VIII.

(b)      Upon exercise of an Option, the exercise price of the Option shall be payable to BMC in full either: (i) in cash or an equivalent acceptable to the Committee, (ii) in the sole discretion of the Committee and in accordance with any applicable administrative guidelines established by the Committee, (A) by tendering one or more previously acquired nonforfeitable, unrestricted shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the total exercise price or (B) by surrendering a sufficient portion of the shares with respect to which the Option is exercised having an aggregate Fair Market Value at the time of exercise equal to the total exercise price, or (iii) in a combination of the forms specified in (i) or (ii) of this subsection; provided, however, that payment of the exercise price by means of tendering or surrendering shares of Common Stock shall not be permitted when the same may, in the reasonable opinion of the Committee, cause BMC to record a loss or expense as a result thereof.

(c)      During such time as the Common Stock is registered under Section 12 of the Exchange Act, to the extent permissible under applicable law, payment of the exercise price of an Option may also be made, in the absolute discretion of the Committee, by delivery to BMC or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the shares with respect to which the Option is exercised and deliver the sale or margin loan proceeds directly to BMC to pay the exercise price and any required withholding taxes.

(d)      As soon as reasonably practicable after receipt of written notification of exercise of an Option and full payment of the exercise price and any required withholding taxes, BMC shall (i) deliver to the Participant, in the Participant's name or the name of the Participant's designee, a stock certificate or certificates in an appropriate aggregate amount based upon the number of shares of Common Stock purchased under the Option, or (ii) cause to be issued in the Participant's name or the name of the Participant's designee, in book-entry form, an appropriate number of shares of Common Stock based upon the number of shares purchased under the Option.

Section 7.4 Termination of Employment or Service. Each Award Agreement embodying the Award of an Option shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant's employment or service with the Company. Such provisions shall be determined by the Committee in its absolute discretion, need not be uniform among all Options granted under the Plan and may reflect distinctions based on the reasons for termination of employment or service. In the event a Participant's Award Agreement embodying the award of an Option does not set forth such termination provisions, the following termination provisions shall apply with respect to such Award:

(a)      Termination Other Than for Disability, Death or Cause. If the employment or service of a Participant shall terminate for any reason other than Disability, death or Cause, each outstanding Option held by the Participant may be exercised, to the extent then vested, until the earlier of (i) the expiration of 12 months from the date of such termination of employment or service or (ii) the expiration of the term of such Option.

(b)      Termination by Reason of Disability or Death. If the employment or service of a Participant shall terminate by reason of Disability or death, each outstanding Option held by the Participant may be exercised, to the extent then vested, until the earlier of (i) the expiration of three months from the date of such termination of employment or service or (ii) the expiration of the term of such Option.

(c)      Termination for Cause. Notwithstanding subsections (a) and (b) above, if the employment or service of a Participant shall terminate for Cause, each outstanding Option held by the Participant may be exercised, to the extent then vested, until the earlier of (i) the expiration of 30 days from the date of such termination of employment or service or (ii) the expiration of the terms of such Option.

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RESTRICTED STOCK

Section 8.1 General. Awards may be granted in the form of Restricted Stock in such numbers and at such times as the Committee shall determine. The Committee shall impose such terms, conditions and restrictions on Restricted Stock as it may deem advisable, including without restrictions under applicable Federal or state securities laws. A Participant shall not be required to make any payment for Restricted Stock unless required by the Committee pursuant to Section 8.2.

Section 8.2 Purchased Restricted Stock. The Committee may in its sole discretion require a Participant to pay a stipulated purchase price for each share of Restricted Stock ("Purchased Restricted Stock").

Section 8.3 Restricted Period. At the time an Award of Restricted Stock is granted, the Committee shall establish a Restricted Period applicable to such Restricted Stock. Each Award of Restricted Stock may have a different Restricted Period in the sole discretion of the Committee.

Section 8.4 Other Terms and Conditions. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. Restricted Stock awarded to a Participant under the Plan shall be registered in the name of the Participant or, at the option of BMC, in the name of a nominee of BMC, and shall be issued in book-entry form or represented by a stock certificate. Subject to the terms and conditions of the Award Agreement, a Participant to whom Restricted Stock has been awarded shall have the right to receive dividends thereon during the Restricted Period, to vote the Restricted Stock and to enjoy all other stockholder rights with respect thereto, except that (a) BMC shall retain custody of any certificates evidencing the Restricted Stock during the Restricted Period, and (b) the Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Restricted Stock during the Restricted Period. A breach of the terms and conditions established by the Committee pursuant to the Award of the Restricted Stock may result in a forfeiture of the Restricted Stock. At the time of an Award of Restricted Stock, the Committee may, in its sole discretion, prescribe additional terms, conditions, restrictions and limitations applicable to the Restricted Stock, including without limitation rules pertaining to the termination of employment or service (by reason of death, disability, or otherwise) of a Participant prior to expiration of the Restricted Period.

Section 8.5 Miscellaneous. Nothing in this Article shall prohibit the exchange of shares of Restricted Stock pursuant to a plan of merger or reorganization for stock or other securities of BMC or another corporation that is a party to the reorganization, provided that the stock or securities so received in exchange for shares of Restricted Stock shall, except as provided in Article IX, become subject to the restrictions applicable to such Restricted Stock. Any shares of Common Stock received as a result of a stock split or stock dividend with respect to shares of Restricted Stock shall also become subject to the restrictions applicable to such Restricted Stock.

ARTICLE IX.

CHANGE IN CONTROL

Section 9.1 Vesting of Awards. Upon a Change in Control of BMC, any time periods, conditions or contingencies relating to the exercise or realization of, or lapse of restrictions under, any Award shall be automatically accelerated or waived so that the Award may be exercised in full.

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ARTICLE X.

AMENDMENT AND TERMINATION

Section 10.1 Plan Amendment and Termination. The Board may at any time suspend, terminate, amend or modify the Plan, in whole or in part; provided, however, that no amendment or modification of the Plan shall become effective without the approval of such amendment or modification by the holders of at least a majority of the shares of Common Stock if (a) such amendment or modification increases the maximum number of shares subject to the Plan (except as provided in Article IV) or changes the designation or class of persons eligible to receive Awards under the Plan, or (b) counsel for BMC determines that such approval is otherwise required by or necessary to comply with applicable law or the listing requirements of NASDAQ or such other exchange or association on which the Common Stock is then listed or quoted. An amendment to the Plan shall not require stockholder approval if it is made to conform the Plan to statutory or regulatory requirements. Upon termination of the Plan, the terms and provisions of the Plan shall, notwithstanding such termination, continue to apply to Awards granted prior to such termination. Except as otherwise provided herein, no suspension, termination, amendment or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the consent of the Participant (or the Permitted Transferee) holding such Award.

Section 10.2 Award Amendment and Cancellation. The Committee may amend the terms of any outstanding Award granted pursuant to the Plan, but except as otherwise provided herein, no such amendment shall adversely affect in any material way the Participant's (or a Permitted Transferee's) rights under an outstanding Award without the consent of the Participant (or the Permitted Transferee) holding such Award.

ARTICLE XI.

MISCELLANEOUS

Section 11.1 Award Agreements. After the Committee grants an Award under the Plan to a Participant, BMC and the Participant shall enter into an Award Agreement setting forth the terms, conditions, restrictions and limitations applicable to the Award and such other matters as the Committee may determine to be appropriate. All Award Agreements shall be subject to the provisions of the Plan, and in the event of any conflict between an Award Agreement and the Plan, the terms of the Plan shall govern. All Awards under the Plan are intended to be structured in a manner that will either comply with or be exempt from Section 409A of the Code.

Section 11.2 Listing; Suspension.

(a)      As long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issuance of any shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. BMC shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.

(b)      If at any time counsel to BMC or its Affiliates shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on BMC or its Affiliates under the laws of any applicable jurisdiction, BMC or its Affiliates shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act of 1933, as amended, or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of such counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on BMC or its Affiliates.

(c)      Upon termination of any period of suspension under this Section, any Award affected by such suspension that shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares that would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award unless otherwise determined by the Committee in its sole discretion.

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Section 11.3 Additional Conditions. Notwithstanding anything in the Plan to the contrary: (a) the Committee may, if it shall determine it necessary or desirable in its sole discretion, at the time of grant of any Award or the issuance of any shares of Common Stock pursuant to any Award, require the recipient of the Award or such shares of Common Stock, as a condition to the receipt thereof, to deliver to BMC a written representation of present intention to acquire the Award or such shares of Common Stock for his own account for investment and not for distribution, (b) the certificate for shares of Common Stock issued to a Participant may include any legend that the Committee deems appropriate to reflect any restrictions on transfer, and (c) all certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or association upon which the Common Stock is then listed or quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

Section 11.4 Transferability.

(a) All Awards granted to a Participant shall be exercisable during his lifetime only by such Participant, or if applicable, a Permitted Transferee as provided in subsection (c) of this Section; provided, however, that in the event of a Participant's legal incapacity, an Award may be exercised by his guardian or legal representative. When a Participant dies, the personal representative, beneficiary, or other person entitled to succeed to the rights of the Participant may acquire the rights under an Award. Any such successor must furnish proof satisfactory to BMC of the successor's entitlement to receive the rights under an Award under the Participant's will or under the applicable laws of descent and distribution.

(b) Except as otherwise provided in this Section, no Award shall be subject to execution, attachment or similar process, and no Award may be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of, other than by will or pursuant to the applicable laws of descent and distribution. Any attempted sale, transfer, pledge, exchange, hypothecation or other disposition of an Award not specifically permitted by the Plan or the Award Agreement shall be null and void and without effect.

(c) Nonqualified Stock Options may be transferred by a Participant to a Permitted Transferee. For purposes of the Plan, "Permitted Transferee" means (i) a member of a Participant's immediate family,(ii)        any person sharing the Participant's household (other than a tenant or employee of the Participant),(iii) trusts in which a person listed in (i) or (ii) above has more than 50% of the beneficial interest, (iv) a foundation in which the Participant or a person listed in (i) or (ii) above controls the management of assets, (v) any other entity in which the Participant or a person listed in (i) or (ii) above owns more than 50% of the voting interests, provided that in the case of the preceding clauses (i) through (v), no consideration is provided for the transfer, and (vi) any transferee permitted under applicable securities and tax laws as determined by counsel to BMC. In determining whether a person is a "Permitted Transferee," immediate family members shall include a Participant's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships.

(d) Incident to a Participant's divorce, the Participant may request that BMC agree to observe the terms of a domestic relations order which may or may not be part of a qualified domestic relations order (as defined in Code Section 414(p)) with respect to all or a part of one or more Awards made to the Participant under the Plan to the Participant's alternate payee. BMC's decision regarding such a request shall be made by the Committee, in its sole and absolute discretion, based upon the best interests of BMC. The Committee's decision need not be uniform among Participants. As a condition of participation, a Participant agrees to hold BMC harmless from any claim that may arise out of BMC's observance of the terms of any such domestic relations order.

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Section 11.5 Withholding Taxes. The Company shall be entitled to deduct from any payment made under the Plan, regardless of the form of such payment, the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment, may require the Participant to pay to the Company such withholding taxes prior to and as a condition of the making of any payment or the issuance or delivery of any shares of Common Stock under the Plan, and shall be entitled to deduct from any other compensation payable to the Participant any withholding obligations with respect to Awards. In accordance with any applicable administrative guidelines it establishes, the Committee may allow a Participant to pay the amount of taxes required by law to be withheld from or with respect to an Award by (a) withholding shares of Common Stock from any payment of Common Stock due as a result of such Award, or (b) permitting the Participant to deliver to the Company previously acquired shares of Common Stock, in each case having an aggregate Fair Market Value equal to the amount of such required withholding taxes. No payment shall be made and no shares of Common Stock shall be issued pursuant to any Award unless and until the applicable tax withholding obligations have been satisfied.

Section 11.6 No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award granted hereunder, provided that the Committee in its sole discretion may round fractional shares down to the nearest whole share or settle fractional shares in cash.

Section 11.7 Notices. All notices required or permitted to be given or made under the Plan or pursuant to any Award Agreement (unless provided otherwise in such Award Agreement) shall be in writing and shall be deemed to have been duly given or made if (a) delivered personally, (b) transmitted by first class registered or certified United States mail, postage prepaid, return receipt requested, (c) sent by prepaid overnight courier service, or (d) sent by telecopy or facsimile transmission, with confirmation receipt, to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith. Such notices shall be effective (i) if delivered personally or sent by courier service, upon actual receipt by the intended recipient, (ii) if mailed, upon the earlier of five days after deposit in the mail or the date of delivery as shown by the return receipt therefor, or (iii) if sent by telecopy or facsimile transmission, when the answer back is received. BMC or a Participant may change, at any time and from time to time, by written notice to the other, the address that it or such Participant had theretofore specified for receiving notices. Until such address is changed in accordance herewith, notices hereunder or under an Award Agreement shall be delivered or sent (A) to a Participant at his address as set forth in the records of the Company or (B) to BMC at the principal executive offices of BMC clearly marked "Attention: General Counsel."

Section 11.8 Compliance with Law. Any provision of this Plan to the contrary notwithstanding, the Committee may revoke any Award if it is contrary to law, governmental regulation, or stock exchange or association requirements or modify an Award to bring it into compliance with any government regulation or stock exchange or association requirements. The Committee may agree to limit its authority under this Section.

Section 11.9 Binding Effect. The obligations of BMC under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of BMC, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of BMC. The terms and conditions of the Plan shall be binding upon each Participant and his Permitted Transferees, heirs, legatees, distributees and legal representatives.

Section 11.10 Severability. If any provision of the Plan or any Award Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan or such agreement, as the case may be, but such provision shall be fully severable and the Plan or such agreement, as the case may be, shall be construed and enforced as if the illegal or invalid provision had never been included herein or therein.

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Section 11.11 No Restriction of Corporate Action. Nothing contained in the Plan shall be construed to prevent BMC or any Affiliate from taking any corporate action (including any corporate action to suspend, terminate, amend or modify the Plan) that is deemed by BMC or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Awards made or to be made under the Plan. No Participant or other person shall have any claim against BMC or any Affiliate as a result of such action.

Section 11.12 Governing Law. The Plan shall be governed by and construed in accordance with the internal laws (and not the principles relating to conflicts of laws) of the State of Texas except as superseded by applicable federal law.

Section 11.13 No Right, Title or Interest in Company Assets. No Participant shall have any rights as a stockholder of BMC as a result of participation in the Plan until the date of issuance of Common Stock in his name and, in the case of Restricted Stock, unless and until such rights are granted to the Participant pursuant to the Plan. To the extent any person acquires a right to receive payments from the Company under the Plan, such rights shall be no greater than the rights of an unsecured general creditor of the Company, and such person shall not have any rights in or against any specific assets of the Company.

Section 11.14 Risk of Participation. Nothing contained in the Plan shall be construed either as a guarantee by BMC or its Affiliates, or their respective stockholders, directors, officers or employees, of the value of any assets of the Plan or as an agreement by BMC or its Affiliates, or their respective stockholders, directors, officers or employees, to indemnify anyone for any losses, damages, costs or expenses resulting from participation in the Plan.

Section 11.15 No Guarantee of Tax Consequences. No person connected with the Plan in any capacity, including without limitation BMC and its Affiliates and their respective directors, officers, agents and employees, makes any representation, commitment or guarantee that any tax treatment, including without limitation federal, state and local income, estate and gift tax treatment, will be applicable with respect to any Awards or payments thereunder made to or for the benefit of a Participant under the Plan or that such tax treatment will apply to or be available to a Participant on account of participation in the Plan.

Section 11.16 Continued Employment or Service. Nothing contained in the Plan or in any Award Agreement shall confer upon any Participant the right to continue in the employ or service of the Company, or interfere in any way with the rights of the Company to terminate a Participant's employment or service at any time, with or without cause. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of employment or service for any reason, even if the termination is in violation of an obligation of BMC or an Affiliate to the Participant.

Section 11.17 Miscellaneous. Headings are given to the articles and sections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction of the Plan or any provisions hereof.

***

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EX-10.2

EXHIBIT 10.2

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (this "Agreement") is made and entered into effective as of the 1st day of April, 2010 (the "Effective Date") by and between BMC Capital, Inc., a Nevada corporation (the "Company") and Heron Capital Partners, Ltd., a Texas limited partnership ("Contractor").

RECITALS

The Company desires to employ Contractor in order to have the benefit of Christian R. Briggs' skills and services, and Contractor desires to accept engagement by the Company, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, terms, covenants and conditions set forth in this Agreement, and the performance of each, the parties to this Agreement, intending legally to be bound, agree as follows:

AGREEMENT

1.           Engagement as Independent Contractor. The Company hereby engages Contractor as a consultant. Contractor hereby accepts such engagement and agrees to provide the services of Mr. Christian R. Briggs ("Mr. Briggs") as Chief Executive Officer of the Company. The Contractor will be responsible for all payments of salary and benefits to Mr. Briggs for his services as Chief Executive Officer of the Company, it being understood that Mr. Briggs is employed by the Contractor and that, accordingly, Mr. Briggs will look solely to Contractor for all wages, health and other benefits, social security, unemployment and workers' compensation and state disability insurance, if any, to which he is entitled.

2.           Term. The term of this Agreement shall begin on the Effective Date and continue until December 31, 2020 and, unless either party delivers to the other a written notice of intent not to extend the term of this Agreement at least thirty (30) days before December 31, 2020, the term of this Agreement shall automatically be extended for two additional years.

3.           Services. During the term of this Agreement, Contractor shall serve as a financial consultant to the Company and in such role, shall (a) do Contractor's utmost to enhance and develop the best interests and welfare of the Company, (b) give Contractor's best efforts and skill to advancing and promoting the growth and success of the Company, and (c) comply with the Company's policies and practices and the laws and regulations that apply to the Company's operation and administration.

4.           Compensation; Expense Reimbursement. As compensation for the services of Contractor, the Company shall pay Contractor a consulting fee in the amount of $20,000.00 per month. The Company shall reimburse Contractor for (or, at the Company's option, pay) all business travel and other out-of-pocket expenses reasonably incurred by Contractor in the performance of its duties under this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Contractor upon submission of any request for reimbursement, and in a format and manner consistent with the Company's expense reporting policy, as well as applicable federal and state tax recordkeeping requirements.

5.           Termination. Contractor's engagement may be terminated in any one of the following ways, prior to the expiration of the term of this Agreement:

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a.           Termination upon Death or Incapacity. Contractor's engagement shall terminate immediately (i) upon the death of Mr. Briggs or (ii) in the event that, by virtue of an accident, sickness or otherwise, Mr. Briggs is unable to perform the essential functions of his position, with reasonable accommodation, for a period of 365 consecutive days.

b.           Termination by the Company for Cause. The Company may terminate this Agreement and Contractor's engagement for "Cause" (defined below), ten (10) days after written notice to Contractor. The term "Cause" shall mean either of the following events:

i.          any act by Contractor of fraud or dishonesty, with respect to any aspect ofthe Company's business; or

ii. conduct on the part of Contractor which could result in serious prejudice to the interests of the Company.

c.           Voluntary Termination by the Contractor. Contractor may terminate this Agreement at any time, without cause, upon thirty (30) days' advance written notice.

d.           Change of Control. If following a Change of Control (defined below), Contractor's engagement is terminated without Cause or voluntarily terminated by Contractor, Contractor shall be entitled to receive, in lieu of any payment under paragraph 4, a lump sum payment in the amount determined as follows: the product of (a) the then-current monthly consulting fee and (b) twenty-four (24); such payment to be made within 3 business days of the date of such Change of Control.

For purposes of this Agreement, the term "Change of Control" means the occurrence of one or more of the following events:

(a)           the closing of a merger or consolidation of the Company with any corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by renaming outstanding securities or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

(b)           a change in ownership of the Company through a transaction or series of transactions, such that any person or entity is or becomes the beneficial owner, directly or indirectly, of stock or other securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding stock or other securities;

(c)           the closing of any agreement for the sale or disposition of all or substantially all of the Company's assets; or

(d)           a transfer of all or substantially all of the Company's assets pursuant to a partnership or joint venture agreement where the Company's resulting interest is or becomes 50% or less.

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6.           Relationship of the Parties. At all times during the term of this Agreement, Contractor shall be an independent contractor in providing services to the Company. It is expressly understood and agreed that Contractor will remain at all times an independent contractor and that nothing contained in this Agreement shall be construed to be inconsistent with such status. Contractor shall not take any actions or make any representations to any person or entity that would suggest that any relationship other than an independent contractor relationship exists between the Company and Contractor. In no event shall Mr. Briggs be considered to be an employee of the Company, and the Company shall have no duty to provide or maintain any insurance or other employee benefits on behalf of Mr. Briggs. Contractor shall pay all federal, state and local income, social security, unemployment and excise taxes required to be paid by independent contractors.

7.           Trade Secrets and Confidential Information. For purposes of this paragraph, "Confidential Information" means any data or information, other than Trade Secrets, that is valuable to the Company and not generally known to the public or to competitors of the Company. "Trade Secret" means information including, but not limited to, any technical or non-technical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

a.           Contractor acknowledges Contractor is engaged by the Company in a confidential relationship in which Contractor, in the course of Contractor's engagement with the Company, will receive and will have access to Confidential Information and Trade Secrets of the Company, including but not limited to confidential and secret business and marketing plans, strategies, and studies, detailed client/customer lists and information relating to the operations and business requirements of those clients/customers and, accordingly, Contractor is willing to enter into the covenants contained in this paragraph 7 in order to provide the Company with what Contractor considers to be reasonable protection for the Company's interests.

b.           Contractor agrees that, during the term of this Agreement and for a period of five years after the expiration or other termination of this Agreement, Contractor will hold in confidence all Confidential Information of the Company and its present and future affiliates and subsidiaries that came into Contractor's knowledge during Contractor's engagement with the Company and will not disclose, publish or make use of such Confidential Information without the prior written consent of the Board of Managers of the Company.

c.           Contractor shall hold in confidence all Trade Secrets of the Company and its present and future affiliates and subsidiaries that came into his knowledge during Contractor's engagement with the Company and shall not disclose, publish or make use of such Trade Secrets at any time after the date of this Agreement without the prior written consent of the Board of Managers of the Company, for as long as the information remains a Trade Secret.

d.           Notwithstanding the foregoing, the provisions of this paragraph 7 will not apply to (i) information required to be disclosed by Contractor in the ordinary course of his duties under this Agreement or (ii) Confidential Information that otherwise becomes generally known in the industry or to the public through no act of Contractor or any person or entity acting by or on Contractor's behalf, or which is required to be disclosed by court order or applicable law.

e.           The parties agree that the restrictions stated in this paragraph 7 are in addition to and not in lieu of protections afforded to trade secrets and confidential information under applicable state law. Nothing in this Agreement is intended to or shall be interpreted as diminishing or otherwise limiting the Company's right under applicable state law to protect its trade secrets and confidential information.

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8.           Indemnification; Limitation of Liability. Contractor agrees to indemnify and hold the Company harmless from and against any and all liabilities, damages or losses which may be suffered by the Company by reason of: (a) loss, claim, damage or physical destruction of property, caused by any negligent or intentional misconduct of Contractor during Contractor's performance under this Agreement; or (b) third party claims, arising out of negligent or intentional misconduct of Contractor during Contractor's performance under this Agreement. Neither party shall be liable to the other for consequential, incidental, indirect, punitive or special damages, regardless of the legal theory advanced or of any notice given as to the likelihood of such damages.

9.           No Prior Agreements. Contractor represents and warrants to the Company that the execution of this Agreement by Contractor, the engagement of Contractor by the Company and the performance of Contractor's duties under this Agreement will not violate or be a breach of any agreement with any other person or entity.

10.           Assignment; Binding Effect. Contractor understands that Contractor has been selected for engagement by the Company on the basis of Contractor's personal qualifications, experience and skills. Contractor agrees, therefore, Contractor cannot assign all or any portion of Contractor's performance under this Agreement.

11.           Complete Agreement; Amendment. Contractor has no oral representations, understandings, or agreements with the Company or any of its officers, directors, or representatives covering the same subject matter as this Agreement. This Agreement is the final, complete, and exclusive statement of expression of the agreement between the Company and Contractor with respect to the subject matter of this Agreement, and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written Agreement may not be later modified except by a further writing signed by a duly authorized officer of the Company and Contractor, and no term of this Agreement may be waived except by a writing signed by the party waiving the benefit of such term.

12.           Notice. Whenever any notice is required under this Agreement, it shall be given in writing addressed as follows:

To the Company:                                BMC Capital, Inc.

               3267 Bee Caves Road, Suite 107-122

              Austin, TX 78746

              Attn: Board of Directors

To Contractor:                                    Heron Capital Partners, Ltd.

              3267 Bee Caves Road, Suite 107-122

              Austin, TX 78746

             Attn: Christian Briggs

Any notice that is delivered personally or by overnight courier or facsimile shall be deemed to have been duly given to the party to whom it is directed upon receipt by such party. Any notice that is addressed and mailed shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time, on the third day after the day it is so placed in the mail.

13.           Equitable Remedy. Because of the difficulty of measuring economic losses to the Company as a result of a breach of the covenants set forth in paragraph 7 and because of the immediate and irreparable damage that would be caused to the Company for which monetary damages would not be a sufficient remedy, it is agreed that in addition to all other remedies that may be available to the Company at law or in equity, the Company shall be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach of Contractor's covenants.

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14.           Construction. No provision of this Agreement shall be construed against or interpreted to the disadvantage of Contractor or the Company by any court or the government or judicial authority by reason of Contractor or the Company having or being deemed to have structured or drafted such provision of this Agreement.

15.           Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS OF SUCH STATE. Except as contemplated by paragraph 13, (a) if a dispute arising out of or relating to the subject matter of this Agreement is not resolved through good faith consultation between the parties, the parties agree first to try in good faith to settle the dispute by non-binding mediation, and (b) and if not then resolved, such dispute shall be settled by binding arbitration administered in Dallas, Texas by JAMS pursuant to its Streamlined Arbitration Rules and Procedures.

[SIGNATURE PAGE FOLLOWS]

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EXECUTION

The parties have caused this Agreement to be duly executed as of the date first written above.

 COMPANY:

 BMC CAPITAL, INC.

 By: /s/ Tom Gingerich

 Name: Tom Gingerich

 Title: Chief Financial Officer

 COMPANY:

 Heron Capital Partners, Ltd.

 By: Austin Capital Partners, LLC.

It's General Partner

 Christion Briggs, President

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EX-10.3

EXHIBIT 10.3

HARD ASSET MANAGEMENT, INC.

OPTION AGREEMENT

This Option Agreement ("Agreement"), dated effective as of the 7th day of April, 2010, is entered into by and between Hard Asset Management, Inc., a Nevada corporation (the "Company") and Tom Gingerich, a Texas resident (the "Optionee").

This Option Agreement shall serve to fully document (or re-document, as the case may be) that certain option grant dated effective as of the 9th day of March, 2010 (the "Original Date of Grant"), in favor of Optionee. Accordingly. the Original Date of Grant shall be preserved for purposes of determining vesting under this Option Agreement. Further, this Option Agreement reflects all adjustments occasioned by changes in the capitalization of the Company, since the Original Date of Grant.

Recitals

WHEREAS, the Company has adopted the Hard Asset Management, Inc. 2010 Stock Incentive Plan (the "Plan"), which permits the Company, among other matters, to issue options to acquire shares of common stock in the Company to the Company's employees, directors and certain others providing services to the Company and its affiliates; and,

WHEREAS, the Company desires to issue to Optionee an option to acquire shares of common stock in the Company, pursuant to the terms and conditions hereinafter set forth; and

WHEREAS, the Board of Directors of the Company has approved the grant to Optionee of an option to purchase shares of common stock in the Company on the terms and conditions herein described.

NOW, THEREFORE, in consideration of the mutual covenants and representations herein set forth, it is hereby agreed as follows:

1               Grant of Option.

a. Grant. Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue to Optionee an option (the "Option") to acquire FIVE HUNDRED THOUSAND (500,000) shares of common stock of the Company (the "Shares").

b. Option Price. The price at which the Shares subject to the Option under this Agreement may be purchased shall be $0.005 per share.

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2.              Exercise and Payment.

a.  Manner of Exercise. The Optionee (or representative) may exercise any portion of this Option that has become exercisable in accordance with the terms hereof as to all or any of the Shares by giving written notice of exercise to the Company, in form satisfactory to the Board of Directors, specifying the number of Shares to be purchased and accompanying such notice with payment of the full purchase price therefor in lawful United States currency. The election shall state the address to which distributions, notices, reports, etc, are to be sent, and shall contain the Optionee's tax ID number. Once the Option has been properly exercised, the Company shall revise the books and records of the Company to reflect the Optionee's share ownership in the Company, which shall be delineated in the name of the Optionee. The Optionee shall not be entitled to any rights and privileges as a shareholder of the Company in respect of the Shares covered by this Option, until such Shares shall have been paid for in and issued to the Optionee.

b.  Payment. Payment shall be in cash, or by certified or cashier's check payable to the order of the Company,

3.              Terms and Conditions of Agreement. This Agreement shall be subject to the following terms, conditions and limitations:

a. b. Vesting; Exercise Period. The Option to acquire the Shares shall vest ratably over 12 months. In addition to the provisions of the Plan calling for acceleration of vesting upon a Change in Control (as defined in the Plan), the Option shall vest in full on the date the Company becomes subject to the periodic reporting requirements of the Securities Exchange Act of 1934. The vested Options may be exercised in whole or in part within one (1) year following the date of vesting, after which time all such Options shall lapse.   Restrictions on Transfer under Securities Laws. Optionee understands and acknowledges that (i) the Shares are unregistered and may not be sold unless they are subsequently registered under the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws, or unless an exemption from such registration is available; (ii) the exemption from registration under Rule 144 under the Securities Act may not ever become available; and (iii) the Company is under no obligation to register the Shares under the Securities Act of 1933 or any state securities law or to make Rule 144 (or any other exemption) available.

4.  Adjustments upon Changes in Capitalization, etc. The Board of Directors may, in its sole and absolute discretion but in any event in accordance with the Plan, make or provide for such adjustments to the Shares subject to the Option, and to the Option (including the exercise price thereof), as it shall deem appropriate in the event of changes to the Company's equity structure by reason of a recapitalization, merger, consolidation, combination, share exchange, reorganization, liquidation, and the like, Company shall promptly notify Optionee, in writing, of any such change and the reason therefore. The issuance of additional shares of Company common stock in consideration for a capital contribution to the Company shall not be considered a recapitalization.

5. Rights as a Shareholder. Neither the Optionee nor its representatives shall be or have any of the rights or privileges of a shareholder of the Company in respect of the Shares deliverable upon the exercise of this Option unless and until certificates representing such Shares shall have been issued and delivered.

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6. No Right of Engagement. Neither the granting of this Option, the exercise of any part hereof, nor any provision of the Plan or this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to engage the Optionee for any specified period.

7. Representation of Optionee. Optionee hereby represents and warrants to the Company that, if the Option is exercised, the Shares shall be acquired solely for Optionee's own account, for investment purposes only and not with a view to the distribution or resale thereof.

8. Non-Transferability. Except as otherwise provided in the Plan, this Option and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated or otherwise disposed of in any way (whether by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option, or any right or privilege conferred hereby, contrary to the provisions hereof, this Option and the rights and privileges conferred hereby shall immediately become null and void.

9. Notices. All notices and other communications hereunder shall be in writing and shall he delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

a,             if to the Company, to

Hard Asset Management, Inc.

2700 Lincoln Plaza, 500 N. Akard

Dallas, Texas 75201 Attn: Roger Crabb

With a copy to:

Scheef & Stone, LLP

2700 Lincoln Plaza, 500 N. Akard

Dallas, Texas 75201

Attn: Roger Crabb; and

b.           if to Optionee, to the address for Optionee indicated on the signature page to this Agreement.

Any notice that is delivered personally or by overnight courier in the manner provided herein shall be deemed to have been duly given to the party to whom it is directed upon receipt by such party. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail,

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10. Term. This Agreement shall remain in effect until the Option has fully vested and been  fully exercised and the Shares have been delivered upon payment in full therefor or any unvested portion thereof has expired as provided in this Agreement.

11. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or written, between the parties hereto with respect to the subject matter hereof.

12. Modifications. No change or modification of this Agreement shall be valid or bindingupon the parties hereto, nor shall any waiver of any term or condition be so binding, unless such change or modification or waiver shall be in writing and signed by the parties hereto.

13. Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed therein, exclusive of the conflict of laws provisions thereof If a dispute arising out of or relating to the subject matter of this Agreement is not resolved through good faith consultation between the parties, such dispute shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same document.

15. Binding Effect. This Agreement shall be binding upon the parties hereto, together with their representatives and permitted assigns.

16. Headings. Headings are for convenience only and are not deemed to be part of this Agreement.

[Signature page follows]

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             IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name by its duly authorized executive officer on the date first above written, and the Optionee has hereunto set its hand on such date.

 COMPANY:

 HARD ASSETT MANAGEMENT, INC.

 By:  /s/ Christian Briggs

 Name:Christian Briggs

 It's: CEO

 OPTIONEE:

 TOM GINGERICH

By: /s/ Tom Gingerich

 Tom Gingerich, Individually

 Address:

 1516 Kendal Drive

 Mansfield, TX 76063

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EX-10.4

EXHIBIT 10.4

CINSAY PLATFORM LICENSE AGREEMENT

This Platform License Agreement is made the 16th day of August, 2010 ("Effective Date") by and between Cinsay, Inc. ("Cinsay"), a Nevada corporation with its principal offices at 1750 Regal Row, Suite 120, Dallas, Texas 75235 and BMC Capital, Inc. ("Licensee"), a Nevada corporation with its principal place of business at 8105 Irvine Center Drive, Irvine, CA 92618. Bothparties maybe individually referred to as "the Party" and will be jointly referred to as "the Parties".

WHEREAS, Licensee desires to license the Cinsay Platform (as defined below) and retain Cinsay to customize specific elements of the licensed Cinsay Platform (the "Customized Platform" as defined below) for embedding within the Licensee-branded website (the "Licensee Website") as described in the Statement of Work (SOW) in Exhibit A.

WHEREAS, Cinsay desires to undertake the customization of the Cinsay Platform and agrees to do so under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:

1. Definitions.

1.1. "Content" means any content and/or any media materials and/or assets published by Licensee on the Licensee Website or otherwise pushed to the Custom Platform. This can include but is not limited to original content from Licensee or User Generated Content (UGC), including but not limited to artwork, photos, images, text, audio, video, logos and marks, layouts, marketing materials, ads, downloadable documents, feeds, branded content, as well as any combination of other media and/or the above, or any source Licensee may use for content to be published/displayed within the Custom Platform or the Licensee Website;

1.2. "Cinsay CMS" means Cinsay's rich media application consisting of a graphical user interface allowing authenticated users to manage and assign photos, thumbnails, videos, metadata, product links and ad tags to video assets, as expressly set forth in Exhibit A,

1.3. "Cinsay Ad Servicing Component" means the granular ad tag manager component of the Cinsay CMS.

1.4. "Cinsay Syndicated Player" means Cinsay's high-definition enabled viral streaming media player with media list, social networking and direct login, share features, inline-comment capability, bandwidth selection and either integrated or third-party e-commerce capability, as expressly set forth in Exhibit A. 1.5. "Cinsay Platform" means the Cinsay CMS, Cinsay Syndicated Player and Cinsay Ad Servicing Component licensed under this Agreement.

1.6. "Custom Platform" means the Cinsay Platform as customized to Licensee's specifications as set forth in the SOW and licensed to Licensee under this Agreement.

1.7. "Intellectual Property Rights" means all rights, title, and interest in and to: (1) all rights of invention and all U.S. or foreign patents or any division, continuation, continuation in part, reissue, or extension thereof and any applications (including provisional applications) therefore; (ii) all trade secrets and trade secret rights arising under the common law, state law, federal law and/or laws of foreign countries; (iii) all copyrights, and all other literary property and author rights, whether or not copyrightable, and any registrations and applications for registration therefore; (iv) all personal, publicity or privacy rights, (v) all trademark, service mark, slogans, trade name, logo, trade dress, branding, and domain name rights, and any registrations and applications for registration therefore, and (vi) any other protectable intellectual and/or intangible proprietary rights anywhere in the world.

1.8. "Updates" means any bug fixes, patches or other revisions or changes to or modifications of the Cinsay Platform generally indicated by a change in the build number of the version (e.g. a change from version 2.1 to 2.2) and that are made generally available to Cinsay's customers at no additional charge as a part of its routine maintenance and support services.

1.9. "Upgrades" means any new version releases of major features in the Cinsay Platform generally indicated by a change in the version number (e.g. a change from version 2.0 to 3.0) which would typically include some level of new functionality or Features that are made generally available to Cinsay's customers at additional charge.

1.10. "User" means those individuals or persons who use and/or interact with the Cinsay Platform through the Licensee Website.

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2. License.

2.1. General. Subject to the terms and conditions of this Agreement, Cinsay grants to Licensee a non-exclusive license (without right to sublicense) to use the Custom Platform solely as embedded into the Licensee Website. Except for the limited rights licensed under this Agreement, no other rights are granted to Licensee and remain expressly reserved in Cinsay.

2.2. Statement Of Work. Cinsay has prepared a SOW for the Customized Platform, which includes the following:

2.2.1. the specifications for the Customized Platform as set forth in Exhibit A;

2.2.2. a listing of all items to be delivered to Licensee (the "Deliverables," or, collectively, the "Custom Platform" defined above);

2.2.3. a schedule containing an estimated delivery timeframe for each Deliverable; and

2.2.4. a schedule setting forth the amount and timing of Cinsay's compensation, if different from Par. 3.1 below.

Cinsay shall deliver the SOW to Licensee within ten (10) days of this Agreement. Licensee shall thereafter have ten (10) days to review and comment upon the SOW. Upon approval of the SOW by Licensee, it will be attached as Exhibit "A" and will become a part of this Agreement. Cinsay shall immediately commence development in conformity to the SOW, upon signing of this Agreement by both parties and receipt of Payments from Licensee as set forth in this Agreement.

2.3. Change in Scope. If at any time following acceptance of the SOW, Licensee should desire to change the specifications or other elements of the SOW, Licensee shall submit to Cinsay a written proposal specifying such changes. Cinsay shall evaluate each such proposal and shall submit to Licensee a written response within ten (10) working days following receipt thereof. Cinsay's response shall include a statement of the availability of personnel and resources, as well as the effect the proposed changes will have on the price, delivery dates or warranty provisions of this Agreement. Any changes to the SOW shall be evidenced by a "SOW Amendment." The SOW Amendment shall be signed by authorized representatives of Cinsay and Licensee, and shall be deemed a part of this Agreement. If Cinsay does not approve the SOW Amendment, Cinsay shall not be obligated to perform any additional services hereunder.

3.  Payment

3.1. The total contract price to be paid as follows:

FEE	PAYMENT DATE	AMOUNT
Initial Setup Fee Customization Fees	Upon Execution	No initial fee.
Merchandise Revenue Sharing	Monthly	15% of retail selling price, less sales                      taxes,returns and chargebacks (Net Revenues).
Monthly Services Fee	Monthly	$500.00
Ad Production Fees	As incurred	Variable — See Section 5
Ad Servicing Fees	Monthly	Variable — See Section 6
Maintenance & Support; Hosting: Fees	Monthly	Variable — See Section 7

The full amount of the Initial Setup/Customization fee is payable at the signing of this Agreement, unless otherwise provided for in the SOW/Exhibit A. Payment for monthly service fees will start on the 1st day of the month, that is at least 30 working days after, but no more than 40 working days after, the signing date of this Agreement, unless otherwise provided in the SOW/Exhibit A.

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3.2. Non-Refundable. All set-up and customization fees as well as all monthly fees are non-refundable.

3.3. Income Taxes. Parties are separately and individually responsible for any income taxes or similar taxes based on respective net income and revenue from Custom Platform or otherwise resulting from this Agreement.

3.4. U.S. Dollars. All fees quoted and payments made herein shall be in U.S. Dollars.

4. Payment Processing. Cinsay will administer the payment processing function of the Cinsay Platform and will disburse the Net Revenues, less Cinsay's Revenue Sharing amounts, to Licensee on a monthly basis via the Automated Clearing House (ACH) system.

5. Ad Production Fees. Should Licensee choose to utilize Cinsay to produce original advertising video content to promote Licensee's products or web-site, Licensee agrees to pay Cinsay $2,000.00 for each advertising episode (up to 120 seconds in length) and additionally all out of pocket costs, including but not limited to stock footage, talent and travel costs, plus 10%,.

6. Ad Servicing

6.1. Ad Servicing Component. Cinsay will license its Ad Servicing Component to facilitate advertising operations services with its own assets through the Cinsay Platform. No ad placement or CPM shall be provided by Cinsay whatsoever under the Ad Servicing Component, which shall be the sole responsibility of Licensee using License's own assets.

7. Maintenance & Support; Hosting: Fees

7.1. General. Subject to Licensee's timely payment of all Monthly Service Fees, Licensee will receive Updates and Upgrades to the Cinsay Platform as part of Cinsay's routine maintenance schedule as set forth in Exhibit B.

7.2. Hosting Services. The Cinsay Platform is separately hosted by Cinsay, components of which are licensed under this Agreement as part of the Custom Platform and embedded into the designated Licensee Website. The Custom Platform shall be subject to the hosting services set forth in Exhibit B.

7.3. Fees. Cinsay will provide bandwidth as part of the Cinsay Platform for Licensee's placement of ad content inventory through the Cinsay Platform, as well as storage for cached content provided through the Cinsay Platform. Licensee shall pay the actual costs for its usage, calculated on a per gigabit basis, plus a ten percent (10%) administrative charge. Monthly Service Fees shall become due beginning on the 1 si day of the month following the Effective Date of this Agreement, and shall be paid within 30 days of the date invoiced by Cinsay

8. Responsibility for Content

8.1. General. Licensee is solely responsible for the creation, acquisition, delivery, input, editing, and ongoing upkeep and maintenance of any and all content required for the Custom Platform. Cinsay is responsible only for providing the Custom Platform and the initial training of Licensee for the input of content. if Licensee content includes "feeds" from outside sources, Cinsay will configure the Custom Platform to receive said feed(s) as per the SOW. Any additional feeds or content sources that require Cinsay "work" will either need to be accomplished during the monthly paid support time, or, will need to be handled on an hourly or project basis, to be separately agreed upon between the parties.

8.2. Acceptable Content. Notwithstanding anything contained herein to the contrary, in no event shall Cinsay be obligated to publish the Content if it is deemed un-satisfactory in the sole judgment of Cinsay, including without limitation that the Content is not appropriate for the Cinsay Platform, is deficient, violates any law or any rights of any third party, is provided in breach of this Agreement or is unlawful, harassing, vulgar, harmful, abusive, obscene, pornographic, is spam, does further phishing, spoofing or similar unlawful acts, indecent, threatening, libelous, slanderous, hateful, discriminatory, defamatory, false, misleading or otherwise objectionable. Cinsay shall have the right to cease displaying and distributing any Content in the Cinsay Platform in Cinsay's sole and exclusive discretion. Cinsay is not and shall not be responsible for the Content and is not responsible for verification of such Content. Any verification made by, or on behalf of Cinsay, or any failure by Cinsay to verify, shall not constitute a defense for Licensee in any action based upon a breach of any of the warranties made by Licensee under this Agreement. Licensee is solely responsible for all Content including derivatives of such Content. No revisions made by Licensee and or Cinsay to the Content shall be deemed to affect or limit Licensee's warranties or indemnity made hereunder, which shall also apply to the revised and/or derivative Content.

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9.  Delays

Cinsay cannot be held in default of this Agreement in case of delays on the part of the Licensee (i.e. Licensee does not provide required deliVerables within the scheduled timeframes of the SOW to Cinsay). In such case, Cinsay will provide the Licensee with written notice (email will suffice) that such a delay has occurred. Work on the Custom Platform shall not resume until the reason for the delay has been resolved by the Licensee and notice of its resolution has been provided to Cinsay. Delays on the part of Licensee will not change the payment schedule due dates.

10.  Ownership; Intellectual Property Rights

10.1. General. Cinsay retains all rights, title and interest in and to the Cinsay Platform, including but not limited to any and all programming, technology, platform-specific content, look-and-feel, styling and characteristics of the Cinsay Platform, and any and all Intellectual Property Rights thereto. Further, Cinsay shall retain all rights, title and interest in and to any accompanying written materials for the Cinsay Platform (the "Documentation"). Licensee retains all rights, title and interest in and to its owned Content, and all Intellectual Property Rights thereto. Licensee retains all rights to the finished and unique look-and­feel, but only insofar as the finished look-and-feel are unique and separate from that of Cinsay's core Cinsay Platform, sites and properties. in simple terms, Licensee retains its rights to "Content" that it owns, but not to the technology or framework provided by Cinsay. Specifically, Licensee does not own or retain any interest or rights or have any survivable license to software, programming, widgets, applications, frameworks or other parts or aspects of the Cinsay Platform and technologies, unless such is specifically and under separate executed agreement defined and agreed-upon by the Parties. Except as otherwise expressly set forth in the Statement of Work or SOW Amendment, Cinsay also retains all Intellectual Property Rights associated with any Cinsay-provided art, images, photographs, video, audio, music and text, layouts, creative, appearance, and styling, and "applets".

10.2. Third-Party Content. During the Term of this Agreement, Licensee may acquire non-exclusive rights to use User Generated Content (UGC) or other third-party content published by users of the Custom Platform as embedded in the Licensee Website. Unless separately and individually agreed-to between Licensee and such User content author/contributor, Licensee does not retain rights to such content after termination of this Agreement.

10.3. Restrictions. Unless otherwise permitted under this agreement or by law, Licensee shall not itself and shall not permit any employee, contractor, consultant, or other third party to:

10.3.1. reproduce, copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert or apply any  process to the Cinsay Platform Software or Documentation in order to derive for any purpose, the source code or source listings for the Software or any trade secret information or process embodied in the Software;

10.3.2. transfer, sell, assign, sublicense, rent, lease, convey or distribute the Cinsay Platform Software or Documentation to any third party;

10.3.3. modify, merge or compile all or any portion of the object code of the Cinsay Platform Software into any system other than the designated Licensee Website;

10.3.4. license the Cinsay Platform Software or Documentation or any methods, data structures, or other proprietary technology therein to any third party;

10.3.5. remove any identification, copyright notices, or other proprietary notices or restrictions from the Cinsay Platform Software or Documentation; or

10.3.6. reproduce the Cinsay Platform Documentation other than for internal business operations.

11.  Representations and Warranties

11.1. Rights Clearance. Licensee will not publish to its Custom Platform or provide to Cinsay any Content, including UGC or other third-party content, for which the provision, use, modification, reproduction, hosting, distribution, performance and transmission of will violate any law or any Intellectual Property Rights of any third party. Licensee warrants and represents and unconditionally guarantees that any and all such Content or materials published into the Custom Platform and/or in the Cinsay Platform, are owned or appropriately licensed by Licensee and that the published or provided content does not violate the rights, digital rights management, copyrights, marks, registrations, permissions and consents of any and all relevant third parties. Licensee will hold harmless, protect, and defend Cinsay and its employees and/or agents from any claim or suit arising from the use of such elements provided by Licensee. If such Content or materials published or provided by Licensee require permission from others, including but not limited to: any writings, drawings, photographs, trademarks, trade names, screens, on-line material, or other material in and/or on the Content for publication of the Content or for the exercise or disposition of any of the rights granted to Cinsay hereunder, then Licensee shall obtain proper and complete written permission from the owner of said materials, at Licensee sole cost and expense, prior to publication of said materials to its Custom Platform or delivery to Cinsay, Licensee shall deliver copies of any such required written permissions to Cinsay.

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11.2. No Third Party Rights Obligations. Licensee represents and warrants that it has all necessaryrights to grant the rights and licenses to Cinsay herein to publish Licensee's Content in the Cinsay Network, including, but not limited to, the publication of content provided by or licensed by Licensee, without obligating Cinsay to make any payments to any third party, including, without limitation, any record labels, collecting rights society's and the like. Without limiting the generality of the forgoing representation and warranty, if Cinsay is required to pay any fees, including, without limitation, license fees, master use license fees, synchronization license fees, and/or other collecting rights society's fees, Licensee shall reimburse Cinsay within five (5) business days for such fees, upon receipt of an invoice and documentation of the payment of such fees.

11.3. Material Conformity. Cinsay warrants that the Custom Platform shall perform materially in accordance with the SOW and Documentation during the term of this agreement. For any breach of such warranty, the remedy shall be as provided in the Termination section below.

11.4. Warranty of Title. Cinsay represents and warrants that Cinsay owns and has the complete right to license, convey title without any encumbrances to the Cinsay Platform and Deliverables covered by this Agreement. Cinsay further represents and warrants that Cinsay has obtained all required registrations, permissions and consents from all third parties necessary to deliver the Custom Platform and Deliverables. Cinsay shall not grant any rights or licenses to any intellectual property or technology that would conflict with Cinsay's obligations or Cinsay's rights under this Agreement.

11.5. Non-Infringement. To the best of Cinsay's knowledge and belief, the Cinsay Platform does not infringement upon the Intellectual Property Rights of any third party. To the extent Cinsay becomes aware of any such infringement, it shall use its commercially reasonable efforts to develop a work-around so as to make the Cinsay Platform non-infringing, or otherwise obtain an appropriate license and/or consent to use the Cinsay Platform.

11.6. No Other Warranties. Except for the representations and warranties set forth herein, The Cinsay Platform is provided "AS IS" and "WHERE IS" and Cinsay expressly disclaims all warranties, express and implied regarding the Cinsay Platform, any Deliverables and Documentation. Except for the representations and warranties set forth herein, each party hereby disclaims any and all representations and warranties, whether express or implied, including without limitation all warranties of merchantability and fitness for a particular purpose.

12. Indemnity

12.1. Cinsay. Cinsay shall indemnify and hold Licensee and any of its officers, directors, employees, agents and affiliates harmless against any and all claims, liabilities, costs, damages, fees, fines and expenses (including reasonable attorney fees) resulting from, arising out of or related to any breach or alleged breach of warranty under this Agreement or any claim or suit alleging infringement by the Cinsay Platform or Deliverables of any U.S. patent, copyright or trademark rights, or misappropriation of trade secrets, of any third party. Licensee shall promptly notify Cinsay in writing of any third party claim or suit and Cinsay shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Licensee may participate at its own expense in the defense of any such action at its sole discretion.

12.2. Licensee. Licensee shall indemnify and hold Cinsay and its directors, officers, agents, employees, agents and affiliates harmless from and against any and all claims, liabilities, costs, damages, fees and expenses (including reasonable attorney fees) resulting from, arising out of or related to any breach or alleged breach of the warranties by Licensee set forth in this agreement, or any third party claim that the Content infringes, misappropriates or violates any Intellectual Property Right. Cinsay shall promptly notify Licensee in writing of any third party claim or suit and Licensee shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Cinsay may participate at its own expense in the defense of any such action at its sole discretion.

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13.  Limitations

13.1. Limitation of Liability. In no event shall either party's aggregate liability arising out of or related to this agreement, whether in contract, tort or under any other theory of liability, exceed the total amount paid by Licensee hereunder or, with respect to any single incident, the lesser of $100,000 or the amount paid by Licensee hereunder in the twelve (12) months preceding the incident. The foregoing shall not limit Licensee payment obligations under this Agreement.

13.2. Exclusion of Consequential and Related Damages. In no event shall either party have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.

14.  Confidentiality

14.1. Confidential Information: For purposes of this Agreement, the term "Confidential information" means all information, including information that is not generally known by the public and that is obtained by one party from the other, or, is learned, discovered, developed, conceived, originated, or prepared by either party during the process of performing this Agreement, and/or relates directly to the business or assets of either party, as well as any additional non-public information that is orally or visually disclosed and as to which the disclosing party makes a contemporaneous oral statement and then describes and confirms as confidential in a writing sent to the other party within 30 days of the original disclosure. The term "Confidential Information" shall include, but shall not be limited to: proprietary information, inventions, discoveries, trade secrets, and know-how; computer software code, designs, routines, algorithms, and structures; product information; research and development information; lists of clients and other information relating thereto; financial data and information; business plans and processes; and any other information that Parties inform each other, or that Parties should know by virtue of their respective positions. Licensee agrees to protect the confidentiality of the Cinsay Platform Software and Documentation. Licensee agrees that it will not provide a copy of such Software or Documentation nor divulge any proprietary information of Cinsay to any person, other than its employees or contractors, without the prior written consent of Cinsay; Licensee shall use its best efforts to see that any user of the Software complies with this License.

14.2. Obligation to Keep Confidential. Parties hereby acknowledges and agrees that during the Term of this Agreement, and due to the nature of the relationship between Parties, that Parties may have access to certain of each other's Confidential Information. During the term of this Agreement and for five (5) years after termination of this Agreement, Parties shall keep the Confidential Information strictly confidential. Parties shall not disclose the Confidential Information to any person, firm, or corporation other than their employees, provided that such employees have a need to know such Confidential Information and are under a written obligation of confidentiality no less restrictive on the disclosure and use of the Confidential Information than the provisions contained herein. Parties agree that if Parties subcontractors or agents violate or breach Confidential Information, that that Party and its agent or subcontractor shall be jointly and severably liable for such breach. Parties further agree that each will not use the Confidential Information for any purpose other than in the performance of Parties obligations hereunder. Parties agree to keep confidential this entire Agreement, as well as any advertising rates and/or any revenue splits and/or Profit Shares on sponsorships or Ad Ops services fulfilled by Cinsay.

14.3. Exceptions. The foregoing confidentiality obligations of Parties shall not be applicable to any Confidential Information which the other Party can demonstrate: (a) is already known to the receiving party at the time of disclosure through lawful channels of communication and without any obligation to maintain such information as confidential; (b) is or becomes publicly known through no wrongful act of the receiving party; (c) is rightfully received from a third party without similar restriction and without breach of this Agreement; (d) is independently developed by the receiving party without breach of this Agreement, as proven by its records; (e) is approved for release by written authorization of the disclosing party; or (g) is disclosed to the government by reason of a governmental requirement or to a court by reason of operation of law.

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14.4. Return of Confidential Information. Promptly upon termination of this Agreement, or upon notice, Parties shall return to each other (a) all other Confidential Information in each Party's possession or control, and all documents and other tangible media containing or reflecting such Confidential Information; and (b) all other property of the other Party. Parties shall not retain or cause to be retained any copies of the foregoing. Parties hereby agree that all of the foregoing shall be and remain the property of the respective Party and be subject at all times to the owning Party's discretion and control.

14.5. The parties acknowledge and agree that, in the event that a party breaches its confidentiality obligations under this Agreement (the "Breadline Party"), the other party (the "Non-Breaching Party")would be irreparably and immediately harmed and could not be made whole by monetary damages alone. Accordingly, it is agreed that, in addition to any other remedy to which it may be entitled at law or in equity, the Non-Breaching Party shall be entitled to a restraining order and/or an injunction or injunctions (without the posting of any bond and without proof of actual damages) to prevent such breach, and that neither the Breaching Party nor its Representatives will oppose the granting of such relief.

15.  Term

The term of this agreement is 5 (five) years from the Effective Date ("Initial Term"), with an automatic renewal, or until earlier terminated by either party under the terms of this Agreement. The Agreement will automatically renew for additional one ( I) year periods (each a "Renewal Term"), unless either party gives written notice to the other party of its intent not to renew, no later than sixty (60) days before the expiration of the then current term.

16.  Termination

16.1. General, This Agreement may be terminated by either party upon renewal of Initial Term, with sixty (60) days written notice. Upon such termination, all amounts owed to Cinsay under this Agreement for completed work in accordance with the SOW and this Agreement shall become due and payable.

16.2. Termination by Licensee for Default. If this Agreement is terminated by Licensee because of Cinsay's material default of Cinsay's obligations herein, Licensee may, after thirty (30) days written notice to Cinsay and a reasonable opportunity to cure, require Cinsay to immediately deliver to Licensee copies of all Licensee Content. Upon such termination, Licensee shall have no further obligation for remaining Monthly Service tees for the remainder of the then-current term. After such notice, Licensee may pursue all legal and equitable remedies against Cinsay.

16.3. Terminationby Cinsay for Default. If Cinsay terminates this Agreement because of Licensee's material breach or default, after a thirty (30) day written notice to Licensee and an opportunity to cure, Cinsay shall require Licensee to pay all amounts then due to Cinsay under this Agreement for any work or services which have been completed and provided by Cinsay, including any outstanding balance of monthly fees for the entire remaining balance of the original term of the Agreement. After such notice, Cinsay may pursue all legal and equitable remedies against Licensee.

16.4. Adjustment to Services. Cinsay incurs ongoing expenses to provide the Cinsay Platform for the Licensee Website. In some cases, especially with regard to multimedia content, these expenses can be large. For contractual reasons, as well as to protect Cinsay's financial and operational interests, Cinsay reserves the right to throttle bandwidth, terminate hosting or take other actions as determined solely by Cinsay if Licensee does not make its scheduled payments for the service. These steps may precede actual termination, solely at the discretion of Cinsay.

17.  General Provisions

17.1. Authorization. Cinsay and Licensee each hereby represent and warrant that the execution, delivery and performance of this Agreement has been duly authorized and that the Agreement is a legal, valid and binding agreement of Cinsay and Licensee, enforceable in accordance with its terms. Cinsay and Licensee further represent that this Agreement does not breach orviolate any agreement to which it is a party or to which it is bound.

17.2. Dispute Resolution.

17.2.1. Informal Stage. It is the intent of the parties that any dispute be resolved informally and promptly through good faith negotiation between Cinsay and Licensee. Prior to the initiation of formal dispute resolution procedures, the parties will first attempt to resolve their dispute informally. Upon the written request of a party, each party will appoint a designated representative who does not devote substantially all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. The parties agree to meet in good faith to jointly define the scope and a method to remedy the dispute without the necessity of any formal proceeding.

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17.2.2. Mediation. Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: the designated representatives concluding that amicable resolution through continued negotiation of the matter does not appear likely, or thirty (30) days after the initial written request to appoint a designated representative. If more formal proceedings are necessary, then the parties shall promptly submit any dispute to mediation with an independent mediator located in Dallas, Texas. in the event mediation is not successful in resolving the dispute, then the parties may proceed at law or equity to protect their interests.

17.3. PR and Press Releases. Neither party will issue a press release or other public statement relating to this Agreement without the other party's prior written consent.

17.4. Modification to Agreement. Modifications and amendments to this Agreement shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.

17.5. Choice of Law / Venue. This Agreement is governed in all respects by the laws of the State of Texas (without regard to its conflicts of laws) as such laws are applied to agreements entered into and to be performed entirely within Texas between Texas residents. The parties irrevocably consent to the exclusive personal jurisdiction of the federal and state courts located in Dallas Texas, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in Texas, such personal jurisdiction shall be nonexclusive.

17.6. Assignment. Neither party may assign this Agreement nor any rights or duties hereunder, whether by operation of law or otherwise, to any person or entity without the other party's prior written consent, which shall not be withheld or delayed. Notwithstanding the foregoing, a party may, on notice to the other party, assign this Agreement to a purchaser of all, or substantially, all, of such party's business (whether by merger, sales of assets, sale of stock or otherwise), Any attempt to do so without such consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

17.7. Waiver: Severability. An effective waiver under this Agreement must be in writing signed by the party waiving its right. A waiver by either party of any instance of the other party's noncompliance with any obligation or responsibility under this Agreement will not be deemed a waiver of subsequent instances. If any term in this Agreement is found by competent judicial authority to be unenforceable in any respect, the validity of the remainder of this Agreement will be unaffected, provided that such unenforceability does not materially affect the parties' rights under this Agreement.

17.8. No Agency. The parties to this Agreement are independent parties. Neither party is an agent, representative, or partner of the other party. Neither party shall make any deduction from any payments due to the other for federal and state tax purposes. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.

17.9. Notice. All notices or reports permitted or required under this Agreement shall be in writing and shall be by personal delivery, Facsimile transmission, or by certified or registered mail, return receipt requested, and deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth in the Preamble of this Agreement or such other address as either party may specify in writing.

17.10. Counterparts. This Agreement may be signed in one or more counterparts, each of which will he deemed to be an original and all of which when taken together will constitute the same agreement. Any copy of this Agreement made by reliable means is considered an original.

17.11. Compliance with Laws. Licensee shall comply fully with all applicable federal, state and local laws, ordinances, rules, orders and regulations in the performance of this Agreement. Without limiting the generality of the foregoing, Licensee will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may he imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Licensee operates or does business.

17.12. Survival. Notwithstanding the termination or expiration of this agreement, the following sections shall survive: Sections 1, 3 (for amounts due and owing), 4, 10, 11, 12, 13, 14, 16 & 17.

17.13. Headings. The headings contained in this Agreement are for the purposes of convenience only and are not intended to define or limit the contents of this Agreement.

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17.14. Reasonable Costs. In the event of any controversy concerning or related to this Agreement or the performance of this agreement, the prevailing party shall be entitled to recover its reasonable expenses (including reasonable attorneys' fees) incurred in resolving such controversy, in addition to any other relief that may he available.

17.15. Interpretation. Each party agrees and acknowledges that, except as set forth in this Agreement, it is not relying upon any representations, statements or interpretation of the other party or its agents and representatives in entering into this Agreement or otherwise. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party.

17.16. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such party. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted or caused by such party, or its employees, officers, subcontractors, agents or affiliates. If the affected party is unable to resume performance of obligations hereunder within thirty (30) days, the unaffected party may terminate this Agreement.

17.17. Complete Agreement. This Agreement together with all exhibits, appendices or other attachments, is the sole and entire Agreement between the parties relating to the subject matter hereof. This Agreement supersedes all prior supersedes any prior or contemporaneous written or oral representations, discussions, proposals, understandings and the like, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of this Agreement and any attached exhibits, appendices or other materials, this Agreement shall take precedence.

SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, in consideration of the foregoing and tending to be legally bound hereby, the parties have executed this Agreement in hardcopy or via electronic signat re on th ffective date as provided above.

CINSAY	LICENSEE
/s/ Jim Roundtree	/s/ Christian Briggs
Signature	Signature
Jim Roundtree
Printed Name	Printed Name
CFO
Title	Title

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EXHIBIT A

STATEMENT OF WORK

(Remainder of page intentionally blank)

A-1

Time and materials

Client Name	BMC Capital, Inc.
Client's administrator
Project name	BMC Capital
Engagement duration	5 years
Begin date	August __ 2010
End date	August __ 2015

Schedule of rates

Item description	Delivery schedule (Business days)	Cost (estimate)
Custom Component Integration	14-21	Included in Licence Fees
Cinsay, Inc. CMS Set Up	3-5	Included in Licence Fees
CDN Account Set Up	1-2	Included in Licence Fees
Ad Server Account Set Up	1-2	Included in Licence Fees

A-2

Statement of work

Assumptions

o BMC Capital, Inc. will provide Cinsay, Inc. all the necessary media assets including:

o Artwork

o Encoded digital video meeting Cinsay, Inc system specifications

o Metadata

o BMC Capital, Inc.will provide Cinsay, Inc. with prompt (3 business days) approval or revision request on all submitted designs, information architecture proposals and feature modifications.

Change management process

· If at any time following acceptance of the SOW, Licensee should desire to change the specifications or other elements of the SOW, Licensee shall submit to Cinsay a written proposal specifying such changes. Cinsay shall evaluate each such proposal and shall submit to Licensee a written response within ten (10) working days following receipt thereof. Cinsay's response shall include a statement of the availability of personnel and resources, as well as the effect the proposed changes will have on the price, delivery dates or warranty provisions of this Agreement. Any changes to the SOW shall be evidenced by a "SOW Amendment." The SOW Amendment shall he signed by authorized representatives of Cinsay and Licensee, and shall be deemed a part of this Agreement. If Cinsay does not approve the SOW Amendment, Cinsay shall not be obligated to perform any additional services hereunder.

Professional services agreement

Cinsay, Inc. will provide the following technical service for BMC Captial, Inc. to be owned by Cinsay, Inc.:

o One User Account on Cinsay, Inc. CMS

o License to Syndicated Players

o One User Account on CDN

o One User Account on Ad-Server

o Syndicated HD Player Licensed Features to include:

o Member Join/Social Connect Feature

o Video In-Line Comments

o Full Screen

o Share

o Bandwidth Selection

A-3

o Embed

o Live Streaming Support

o Feed Selection

o Viewer Group Text Chat

o Advertising Support

o Pre,Mid,Post

o Companion Banners

o Lower Third Overlays

o Ecommerce Support

o Integrated Product Purchase Screens

o 3rd Party (Pop-Out) Product Display Feature

A-4

EXHIBIT "B"

CINSAY PLATFORM

MAINTENANCE AND SUPPORT

TERMS AND CONDITIONS

Whereas, this Maintenance Agreement shall remain in effect until any termination of the Agreement.

Whereas, this Maintenance Agreement states the terms and conditions under which Cinsay shall provide maintenance and support services to the Licensee for the Cinsay Platform; provided, however, that Licensee is current and in good standing with regard to all payments required under the Agreement. Cinsay shall provide to the Licensee the level of support as described below. All terms defined in the Agreement shall apply to this Maintenance Agreement.

1. Maintenance and Support

1.1. Maintenance. Cinsay shall provide the Licensee with all Updates which are made generally available to other Licensees of the Cinsay Platform. Within 20 (twenty) working days after such Updates have been made commercially available, Cinsay will install an Update on Licensee's Custom Platform, provided, however, that the Updates shall only include (i) all minor releases containing error corrections and all minor enhancements, which are made commercially available by Cinsay during the term of this Maintenance Agreement, and (ii) any corrections and updates to the associated documentation. The term "commercially available" means that such item has been made generally commercially available in a post-beta (i.e., a production) version.

1.2. Support. Beginning on the Effective Date, Cinsay will provide Licensee with technical support ("Support"). Only designated Support contact(s) may make support requests via Cinsay's support line and/or support e-mail address. Support will include:

1.2.1. assistance related to questions on the operational use of the Custom Platform;

1.2.2. assistance in identifying and verifying the causes of suspected errors; and

1.2.3. correcting and/or providing workarounds for identified errors or malfunctions, where reasonably available to Cinsay.

1.3. Support Options/Methods: Support will be provided by at least one of the following methods: telephone, email, or World Wide Web. Cinsay will use the method(s) that is reasonably suitable under the circumstances in light of the nature and severity of the circumstance requiring Support,

1.3.1. Telephone service requests. Telephone service requests can be placed 5 days a week, Monday through Friday, from 9:00 A.M. to 5:00 P.M, Central Standard Time, excluding public holidays. Cinsay shall not provide support for Licensee developed custom applications. If the Licensee wishes to acquire such support, Cinsay may at its sole discretion make such support available at an additional consulting rate to be agreed between the parties.

1.3.2. Email service requests. Cinsay shall provide the Licensee with an email address to which requests for support can he sent and Cinsay shall respond to such email requests during business hours from 8:00 a.m. EST to 6:00 p.m. PST. Monday to Friday, excluding public holidays.

1.4. Designated Licensee Personnel. Licensee will ensure that only persons properly trained in the operation and usage of the Custom Platform will utilize the Support. Upon request and where available, Licensee will allow the use of on-line diagnostics of the Custom Platform during error diagnosis. Licensee shall, and shall cause its personnel to, reasonably cooperate with Cinsay in Cinsay's efforts to provide Support hereunder.

1.5. Error Corrections. During the term of this Maintenance Agreement, Cinsay shall use its reasonable efforts to correct any reproducible error in the Custom Platform using a level of effort commensurate with the severity of the error. Cinsay shall have no obligation to correct all errors in the Custom Platform. Upon identification of any error, Licensee shall notify Cinsay of such error and shall provide Cinsay with enough information to reproduce the error. Cinsay shall respond (i) to severe errors (i.e., the Custom Platform has stopped functioning and no work-around is available) within 1day of receiving such report from Licensee, and (ii) to all other errors within 10 working days of receiving such report from Licensee.

B-1

1.6. Exclusions. Cinsay shall not be responsible for correcting any errors not reproducible by Cinsay on the Custom Platform or errors caused by: (i) Licensee's request not to implement all Updates issued under this Maintenance Agreement; (ii) changes to the operating system or environment created by Licensee, which adversely affect the Custom Platform; (iii) any alterations of or additions to the Custom Platform made by parties other than Cinsay; (iv) use of the Custom Platform in a manner for which it was not designed; (v) accident, negligence, or misuse of the Custom Platform; or (vi) other software products not supplied by Cinsay. Cinsay shall only be obligated to support the then current production version of the Cinsay Platform upon which the Custom Platform is based and the immediately prior release for a period of six (6) months after such release. Support for any earlier versions or for errors not covered under this Agreement may be obtained at Cinsay's then current time and materials rates.

1.7. On-site Training and Support. Upon request, and provided that Licensee is current with all fees due under the Agreement, Cinsay will provide training for Licensee's designated administrators and/or direct support at Licensee's site at Cinsay's then applicable standard training rates and charges, unless otherwise agreed to between the parties in writing.

1.8. Response Time.

1.8.1. General. Cinsay shall use commercially reasonable endeavors to provide an initial response to a problem within one (1) business day of notification of such problem and use commercially reasonable endeavors to correct the problem by providing an individual patch, work around, maintenance release, or taking such other action as Cinsay deems necessary to correct or work around the problem.

1.8.2. Exclusions. Cinsay shall have no obligation to:

1.8.2.1. Support the Custom Platform used otherwise than in accordance with this agreement; or 1.8.2.2. Correct errors caused by the Licensee's negligence or other causes beyond the reasonable control of Cinsay;

1.8.2.3. In the event that Cinsay responds to the Licensee's notification of a Problem and the Problem encountered by Licensee is determined to be outside the scope of Cinsay's obligations under this Agreement and exhibit, then Cinsay reserves the right to invoice Licensee for Cinsay's time, materials used and travel expenses and any other reasonable expenses incurred by Cinsay in diagnosing and identifying such Problem. Licensee shall pay Cinsay the full amount of any such invoice within five (5) business days of the date of the invoice. Cinsay's time shall be invoiced at Cinsay's standard rates applicable at the time such services are rendered, which is currently between $80.-/Hour.to $150,-/Hour, depending on type of service required

IN WITNESS WHEREOF, in consideration of the foregoing and intending to be legally bound hereby, the parties have executed this Maintenance Agreement on the Effective Date of the Agreement as provided above.

CINSAY	LICENSEE
Signature	Signature
Printed Name	Printed Name
Title	Title

B-2

EX-10.5

EXHIBIT 10.5

CONVERIIBLE DEMAND PROMISSORY NOTE

$47,125 (USD)

June 16, 2011

FOR VALUE RECEIVED, BMC CAPITAL, INC, a Nevada Corporation ("MAKER"), promises to pay, in lawful money of the United States of America, to the order of Conforto Partners, LLC a Texas Corporation, ("HOLDER"), the principal amount of Fouty Seven Thousand One Hundred Twenty Five and 00/100 U.S. Dollars ($47,125.00 USD) (the 'PRINCIPAL% together with accrued interest on the unpaid Principal (the 'INTEREST'), as it exists from time to time, at the rate of ten percent (10%) per annum (the "INTEREST RATE"), calculated from the date hereof until paid in full in accordance with the following terms and conditions:

1.MATURITY, The entire unpaid Principal, together with accrued and unpaid Interest, if any, and all other charges due hereunder, if any, shall be due and payable, unless sooner paid, UPON  DEMAND of any holder thereof and may be converted, at the sole discretion of the holder into Common Stock of the issuer of this note at a 45% discount to the bid, or current PPM price whichever is lower.

2.PAYMENTS. All unpaid Principal, accrued and unpaid Interest shall be due and payable UPON DEMAND.

3.MANNER OF PAYMENTS. Principal and Interest, and all other charges due hereunder, if any, shall be payable in U.S. Dollars at the address of Holder set forth above, or at such other place as Holder from time to time may designate in writing, without deduction or setoff.

4.CONVERSION.

(a)The Company will also authorize the issuance of common stock at a 45% discount to the bid price (hereinafter called 'The Stock') and will authorize the issuance of and reserve for such purchase such a number of additional shares of common stock (hereinafter called the "Conversion Stock') as may from time to time be the maximum number required for issuance upon conversion of the Notes pursuant to the conversion privileges hereinafter stated.

(b)A. The Holder of any of the Notes at any time up to and including the demand notice (or, as to any of the Notes to which notice of prepayment shall have been given, at any time up to the close of business on the third business day prior to the day fixed for prepayment) but not thereafter may convert the Notes in whole or in part into as many fully paid and non-assessable shares of Common Stock of the Company as the principal amount of the Note so converted at a 45% discount off of the bid price, and upon surrender of the certificate representing the Notes to the Company. If any of the Notes shall be converted in part, the Company shall, at its option and without charge to the Holder, either (1) execute and deliver to the Holder Notes for the balance of the principal amount so converted, or (ii) make note thereon of the principal of the amount converted.

    B, Upon conversion of any of the Notes all accrued and unpaid interest on the principal amount converted shall be paid to the Holder by the Company.

Page 1 of 4

C.The Company shall take all necessary steps to maintain the registration for the shares held subject to the conversion privilege as described in this section.

D.In case the Company shall declare a dividend or make a distribution of any Stock of the Company payable in Common Stock or in Convertible Securities, the aggregate maximum number of shares of Common Stock issuable in payment of such dividend or distribution, or upon conversion of or in exchange for such Convertible Securities issuable in payment of such dividend or distribution, shall be deemed to have been issued or sold without consideration.

E.No fractional share of Common Stock shall be issued upon conversion of any of the Notes. If any Holder of the Notes shall have converted all the Notes held by him other than a principal amount so small that less than a whole share of Common Stock would be issuable upon conversion thereof, the Company may elect to prepay such balance, with interest accrued thereon to the date fixed for prepayment, or leave the same outstanding until the maturity of the Note.

F.In any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in stated value or from no par to par value) or in the case of any consolidation or merger of the Company with any other corporation, or in the case of the sale and conveyance to another to another corporation or person of the property of the Company in its entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, case effective provisions to be made that each Holder of the Notes then outstanding shall have the right thereafter to convert the Notes into the kind and amount of shares of Stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a Holder of the number of shares of Common Stock in the Company into which such Notes might have been converted immediately prior to such reclassification, change, consolidation, merger, sale or conveyance.

5.PREPAYMENT. The Principal may be prepaid, in full or in part, at any time and from time to time, without premium or penalty; provided, however, all accrued and unpaid Interest must be concurrently paid at the time of such prepayment of Principal

6.DEFAULT. Maker shall be in default under this Promissory Note upon the occurrence of any of the following events (each, a 'DEFAULT"):

(a)Maker falls to make any payment of Principal or Interest when demanded, or fails to perform any of the terms, conditions or obligations hereunder, and such failure continues for a period of three {3) calendar days after receipt by Maker from Holder of written notice of demand thereof, then such failure shall immediately thereafter be a Delta and Holder shall have no obligation to provide written note of such failure and Maker shall have no right or ability to cure such failure;

(b)Maker shall file or have filed against it, voluntarily or involuntarily, a petition for its winding up, or shall procure or suffer the appointment of a receiver for any portion of its properties or assets, or shall make an assignment for benefit of its creditors, provided same is not cured within thirty (30) calendar days of such event occurring; or

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(c) Maker ceases operations, is dissolved, or terminates its existence.

Upon a Default, the entire unpaid Principal, together with accrued and unpaid Interest, and all other charges due hereunder, if any, shall immediately become due and payable and Holder may proceed at once to exercise any or all remedies available to Holder under this Demand Promissory Note or at law or equity. If legal action is sought, such time that would be required as a judgment is obtained for any amounts owing under this Promissory Note, interest shall continue to accrue on the amount of the judgment at the Interest Rate.

7.OTHER OBLIGATIONS. Maker agrees to pay all costs of collection if suit be brought. Costs of collection include, without limitation, reasonable attorneys' fees if this Promissory Note is placed in the hands of attorneys for collection (whether or not suit is brought to collect the amount past due), together with all court costs, investigative costs and other expenses incurred in the prosecution of any suit.

8.REMEDIES CUMULATIVE. All remedies herein given to Holder are cumulative and not alternative, are in addition to all of the same which are available to Holder under all statutes at law or in equity, and may be exercised in any order or simultaneously, at Holder's sole election. Any forbearance or delay by Holder in exercising the sane shall not be deemed to be a waiver thereof, and the exercise of any right or partial exercise thereof shall not preclude the further exercise thereof, and the sane shall continue in full force and effect until specifically waived by an instrument in writing executed by Holder.

9.SEVERABILITY. If any provision of this Promissory Note is held to be invalid or unenforceable by a court of competent jurisdietion, the other provisions of this Promissory Note shall remain in full force and effect and shall be liberally construed in favor of Holder in order to effect the provisions of this Promissory Note.

10.WAIVER OF ERRORS. Maker hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Holder under the terms of this Note, as well as all benefit that might accrue to Maker by virtue of any present or future laws providing for any stay of execution to be issued on any judgment recovered on this Promissory Note, and Maker agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such wilt, in whole or in part, in any order desired by Holder.

11.WAIVER OF NOTICES. Maker hereby waives diligence, presentment for paynient, demand, notice of demand, notice of nonpayment or dishonor, protest and notice of protest of this Promissory Note, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Promissory Note, and agrees that Maker's liability hereunder shall not be affected in any manner by any indulgence, extension of tine, renewal, waiver or modification granted or consented to by Holder. Maker consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Holder with respect to the payment or other provisions of this Promissory Note, with or without substitution.

12.NO WAIVER Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing. A waiver in one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to any subsequent Default, or, in the event of continuance, of any existing Default.

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13.APPLICABI F LAW. This Note shall be governed by and construed in accordance with the laws of Collin County, Texas, without regard to the choice of law rules of that State.

14.AMENDMENT. This Note shall in no event be amended or modified, except by an instrument in writing executed by the party to be bound thereby.

15.NUMBER AND GENDER. Whenever used, the singular number shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders, and the words "Holder" and 'Maker" shall be deemed to include the respective successors and assigns of Holder and Maker.

16.CAPTIONS. The captions set forth in this Note are for convenience only and do not comprise a part of this Note.

IN WITNESS WHEREOF, this Note has been executed as of the date first bereinabove

 Dated: Tune 16, 2011 "MAKER"

 BMC CAPITAL, INC.

 By: /s/ Thomas J. Gingerich

 Thomas J. Gingerich, CFO

 "HOLDER"

 Conforto Partners, LLC

 BY:

 Kathleen Roundtree, Managing Member

Page 4 of 4

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

BMC Capital, Inc.

Dallas, Texas

We consent to the use of our report dated August 10, 2012, with regard to the consolidated financial statements of BMC Capital, Inc. as of December 31, 2011 and 2010 and for the years then ended to be included in this Form S-1 Registration Statement to be filed with the Securities and Exchange Commission on or about August 10, 2012. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Turner, Stone & Company, L.L.P.

Certified Public Accountants

Dallas, Texas

August 10, 2012

EX-99.1

EXHIBIT 99.1

BMC Capital, Inc.

SUBSCRIPTION AGREEMENT

This Agreement is entered into effective as of  ____ __, 2011, hereinafter the "Effective Date", by BMC Capital, Inc. and Subscriber. Capitalized terms used but not otherwise defined in the main body of this Agreement are defined Appendix A, which is attached and incorporated into this Agreement by reference.

Recitals

A.      Subscriber desires to purchase and receive from BMC Capital, Inc. and BMC Capital, Inc. desires to issue and sell to Subscriber, the Shares in consideration of Subscriber's payment of the Purchase Price to the Company pursuant to the terms of this Agreement.

B.      In connection with Subscriber's purchase of the Shares, Subscriber agrees to be bound by the terms of BMC Capital, Inc.'s governing documents. Based upon the above recitals and the mutual promises in the Agreement, the Parties agree as follows:

Article 1

Issuance and Sale of Shares

1.01. Effective as of the Closing Date, BMC Capital, Inc. issues, sells, transfers, and assigns to Subscriber, and Subscriber irrevocably subscribes for, the Shares in consideration of Subscriber's payment of the Purchase Price and BMC Capital, Inc.'s disbursement to itself of the purchase Price from escrow on the Closing Date, as further described in Article 2 of this Agreement, and for other good and valuable consideration.

1.02. Payment. The Subscriber must make payment for the full amount of the purchase price, by check payable to BMC Capital, Inc.

Article 2

Closing

2.01. Date and Location. The closing of the purchase and sale of the Shares will take place on the Closing Date. It is not necessary for all Parties to execute this Agreement at the same location.

2.02. Escrow. Concurrently with the execution of this Agreement, Subscriber has delivered the Purchase Price to BMC Capital, Inc., to be held in escrow in an interest-bearing account until disbursed as provided in Section 2.04 of this Agreement.

2.03. Accrued Interest. All interest earned on the Purchase Price will be reported for all federal and state tax purposes to BMC Capital, Inc. and will be disbursed to BMC Capital, Inc. upon the Closing Date or the Termination Date.

2.04. Disbursement of Funds.

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(a)       Upon Closing. BMC Capital, Inc. will disburse to itself the Purchase Price (together with all interest earned) on the Closing Date unless BMC Capital, Inc. provides a Termination Notice to Subscriber at least 1 Business Day prior to the Closing Date.

(b)       Upon Termination. If BMC Capital, Inc. elects not to accept Subscriber's subscription under this Agreement and provides a Termination Notice to Subscriber, BMC Capital, Inc. will, within 5 Business Days of the Termination Date, (1) disburse to Subscriber the Purchase Price, and (2) disburse to itself any interest accrued on the Purchase Price.

Article 3

Representations and Warranties

3.01. BMC Capital, Inc. BMC Capital, Inc. represents, warrants, and covenants the following to Subscriber:

(a)       Organization. BMC Capital, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada.

(b)       Authority. The making, execution, delivery, and performance of this Agreement by BMC Capital, Inc. constitute valid and binding obligations enforceable in accordance with the terms of this Agreement. BMC Capital, Inc. has obtained all necessary authority, consents, and approvals required to enter into this Agreement and carry out the transactions contemplated in this Agreement.

3.02. Subscriber.

(a) Representations. Subscriber represents, warrants, and covenants the following to BMC Capital, Inc.:

(1)       Subscriber is q a __________ duly organized, validly existing, and in good standing under the laws of the State of ________, or þ an individual resident of the State of New Jersey (check appropriate box and fill in the blank(s)).

(2)       The making, execution, delivery, and performance of this Agreement by Subscriber constitute valid and binding obligations enforceable in accordance with the terms of this Agreement. Subscriber has obtained all necessary authority, consents, and approvals required to enter into this Agreement and carry out the transactions contemplated in this Agreement.

(3)       Subscriber is an "accredited investor," as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, and alone or with a purchaser representative (if any), is capable of evaluating an investment in the Shares of BMC Capital, Inc. due to Subscriber's knowledge and experience in financial and business matters. If Subscriber is an entity, all of its owners are "accredited investors," as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act.

(4)       Subscriber recognizes that the possible future performance of BMC Capital, Inc. is not guaranteed and that an investment in BMC Capital, Inc. involves significant risk. Subscriber recognizes that BMC Capital, Inc. has limited financial operating history as a business.

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(5) Subscriber recognizes that the Shares have not been and may not be registered under the Securities Act or under any applicable state securities or blue sky laws, in reliance upon exemptions from the registration requirements, which exemptions may depend, among other things, upon the bona fide nature of Subscriber's investment intent as represented and warranted in this Agreement.

(6)        In addition to any other transfer restrictions, Subscriber understands that the Shares subscribed will be "restricted securities" under the federal securities laws as they are being acquired from BMC Capital, Inc. in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Subscriber acknowledges that the Shares may be required to be held indefinitely unless subsequently registered under the Securities Act or an exemption from registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Subject to and without limiting the foregoing, Subscriber understands that the Shares may not be publicly traded and that no market may exist for such Shares at the time of any resale.

(7)        Subscriber understands that Subscriber may suffer adverse tax consequences as a result of Subscriber's disposition of the Shares. Subscriber has consulted any tax consultants Subscriber deems advisable in connection with the subscription for or disposition of the Shares and Subscriber is not relying on BMC Capital, Inc. for any tax advice.

(8)        Subject to and without limiting paragraph (6) above, Subscriber will not offer for sale or sell any part of or all of the Shares except (1) upon effective registration of such Shares under the Securities Act, if necessary, and such state blue sky or securities laws as may be in effect from time to time or any legislation substituted for such laws and the rules and regulations under such laws; (2) upon acceptance by BMC Capital, Enc. of an opinion of counsel in such form and by such counsel as may be satisfactory to counsel for BMC Capital, Inc. (or of such other documentation as may be satisfactory to counsel for BMC Capital, Inc.) that registration is not required, including but not limited to such an opinion as related to resale under Rule 144. Subscriber understands that the effect of such representation and warranty is that the Shares must be held indefinitely unless the sale or transfer of the Shares is subsequently registered under applicable state and federal securities laws, or an exemption from such registration is available at the time of any proposed sale or other transfer of the Shares, or all conditions of Rule 144 promulgated under the Securities Act are satisfied. BMC Capital, Inc. is under no obligation to and has no plans to register the Shares, although Subscriber may be entitled to "piggyback" registration rights, subject to BMC Capital, Inc.'s right to limit the number of Shares to be registered based on the advice of its underwriters, including exclusion of piggyback registration rights from a public offering. Further, Subscriber understands that the Shares may not be publicly traded and no market may exist for them.

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(9)         The Shares sought to be subscribed for by the Subscriber are being subscribed and purchased only for the account of the Subscriber and not on behalf of any other Person.

(10)         No Person other than the Subscriber has or will have any direct or indirect beneficial interest in the Shares. The Subscriber has no agreement, arrangement, or understanding for transfer of the Shares or any interest in the Shares to any other Person or Persons.

(11)         The Shares are being subscribed for by the Subscriber for the purpose of holding for investment and not with a view to any further distribution, assignment, or resale to others.

(12)         Subscriber understands that no federal or state agency has passed upon the Shares, or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the Shares.

(13)         The Purchase Price of the Shares has been determined by BMC Capital, Inc. and is set at a price BMC Capital, Inc. believes reflects a discount to the current market value of the Shares. Shares may be issued at a later date for a higher or lower price.

(14)         Subscriber (1) has sufficient knowledge and experience in finance, securities, investments, and business matters, and/or has the advice or representation of a qualified Person having sufficient knowledge and experience, to be able to evaluate the merits and risks of an investment in such securities of BMC Capital, Inc. and to make an informed decision with respect to the investment; (2) has been given or had access to sufficient information regarding the proposed arrangement and BMC Capital, Inc. to evaluate the merits and risks of the investment in BMC Capital, Inc.; and (3) is able to bear the economic risk of the investment in BMC Capital, Inc. and to hold the same for purposes of investment.

(15)         Subscriber's investment in the Shares sought to be subscribed for does not constitute more than 20% of the Subscriber's net worth.

(16)         Subscriber acknowledges that BMC Capital, Inc. has provided to Subscriber a copy of the Subscription Agreement pursuant to which BMC Capital, Inc. has offered an opportunity to acquire the Shares. Subscriber has carefully read and understands the information set forth in the Subscription Agreement.

(17)         Subscriber has been given an opportunity to ask questions of, to the extent the Subscriber deemed necessary, has asked questions of, and received answers from, the BMC Capital, Inc. concerning the Shares, the terms and conditions of the Offering, the BMC Capital, Inc., and its anticipated affairs. The Subscriber has been given or afforded access to all documents, records, books, and additional information it has requested regarding such matters.

(18)         Prior to any sale, transfer, or other disposition of the Shares, if permitted, the Subscriber agrees to comply with the notice provisions and any other transfer restrictions currently existing or later established by BMC Capital, Inc. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions required in this Agreement, and, if requested by BMC Capital, Inc., addressed to BMC Capital, Inc. and satisfactory in form and substance to BMC Capital, Inc., stating that, in the opinion of such counsel, such transfer will be a transaction exempt from registration under all applicable federal and state securities laws and that all consents, approvals, or authorizations to such transfer have been obtained. If BMC Capital, Inc. requests such an opinion, the Subscriber will not sell, transfer, or dispose of the Shares unless and until such opinion has been delivered to BMC Capital, Inc. and BMC Capital, Inc. acknowledges that it is satisfactory.

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(19)         If Subscriber is an individual and Subscriber's spouse has not executed this Agreement, Subscriber represents and warrants that (1) Subscriber is not currently married; or (2) Subscriber and Subscriber's spouse have in existence a separate property regime.

(20)         The representations and warranties contained in this Agreement made by Subscriber are true, correct, and complete as of the Effective Date and do not omit any material fact necessary to make the statements made in this statement by the Subscriber not misleading. If there should be any adverse change in said information prior to this subscription being accepted, Subscriber will immediately provide BMC Capital, Inc., if applicable, with accurate and complete information concerning any such change.

(21)         The undersigned is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the undersigned in connection with investments in securities generally.

(b) Suitability Letter. Concurrently with the execution of this Agreement, Subscriber has completed and executed the Suitability Letter, the terms of which are incorporated into this Section 3.02 by reference.

Article 4

Indemnification

4.01. Indemnification.

(a)       BMC Capital, Inc. BMC Capital, Inc. will defend, indemnify, and hold harmless each Company Indemnitee from and against any and all direct and third party Claims and Losses arising or alleged to arise from BMC Capital, Inc.'s breach of any of BMC Capital, Inc.'s representations, warranties, or covenants made under this Agreement.

(b)       Subscriber. Subscriber will defend, indemnify, and hold harmless each Subscriber Indemnitee from any and all direct and third party Claims and Losses arising or alleged to arise from Subscriber's breach of any of Subscriber's representations, warranties, or covenants made under this Agreement.

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(c)       Non-Exclusivity. The Parties' obligations under this Section 4.01 are in addition to any rights and remedies that any indemnitees may have at law, in equity, or otherwise.

Article 5

General Provisions

5.01. Assignment. Neither Party will assign this Agreement without the prior written consent of the other Party. Subject to the forgoing, this Agreement and its terms and provisions inure to the benefit of and are binding upon the Parties and their respective successors, heirs, and assigns.

5.02. Governing Law and Venue. This Agreement will be construed in accordance with and governed by the internal law of the State of Nevada (without reference to its rules as to conflicts of law). The Parties irrevocably submit to the jurisdiction of any state or federal court in Harris County, Nevada, with respect to any action or proceeding arising out of or relating to this Agreement. The Parties consent to and grant to any such court jurisdiction over the persons of such Parties and over the subject matter of any such dispute.

5.03. Waiver of Trial by Jury. THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

5.04. Interpretations in Writing. Despite the possibility that one Party or its representatives may have prepared the initial draft of this Agreement or played a greater role in the preparation of subsequent drafts, the Parties agree that neither of them will be deemed the drafter of this Agreement and that, in construing this Agreement, no provision will be construed in favor of one Party on the ground that such provision was drafted by the other. If any claim is made by a Party relating to any conflict, omission, or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of either Party or its counsel.

5.05. Amendment. Alterations, modifications, or amendments of a provision of this Agreement will not be binding unless such alteration, modification, or amendment is in writing and signed by an authorized representative of each Party.

5.06. Waiver. A waiver by a Party of any provision of this Agreement in any instance will not be deemed a waiver of such provision, or any other provision of this Agreement, as to any future instance or occurrence. All remedies, rights, undertakings, and obligations contained in this Agreement will be cumulative and none of them will be in limitation of any other remedy, right, undertaking, or obligation of a Party.

5.07. Entire Agreement. This Agreement and the Suitability Letter contain the entire understanding of the Parties and supersede all previous verbal and other written agreements between the Parties with respect to the subject matter of this Agreement. This Agreement does not create any relationship between the Parties except as expressly stated.

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5.08. Severability. The provisions of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement will not affect the validity or enforceability of any other of its provisions. If one or more provisions of this. Agreement are declared invalid or unenforceable, the remaining provisions will remain in full force and effect and will be construed in the broadest possible manner to effectuate the purposes of this Agreement.

5.09. Captions. The headings and captions of this Agreement are inserted for reference convenience and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision of this Agreement. Unless otherwise expressly provided, the words "include(s)," "included," or "including" do not limit the preceding words or terms. Pronouns will refer to the masculine, feminine, neuter, singular or plural as the context will require.

5.10. Notices. All notices, requests, or consents required or permitted under this Agreement will be in writing (including electronic form) and will be delivered to the address set forth by each Party in this Agreement, or to such other party and/or address as any of such Parties may designate in a written notice served upon the other Parties in the manner provided for in this Agreement. Each notice, request, consent, or other communication will be given and will be effective: (1) if delivered by hand, when so delivered; (2) if delivered by nationally recognized overnight courier service or sent by United States Express Mail, upon confirmation of delivery; (3) if delivered by certified or registered mail, on the third following Business Day after deposit with the United States Postal Service; or (4) if delivered by facsimile, upon confirmation of successful transmission, and if delivered by email, upon confirmation of receipt by the other party in writing by return email.

5.11. Counterparts. This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the Parties, each of which will be enforceable against the Parties actually executing such counterparts, and all of which together will constitute one instrument. This Agreement may be executed by facsimile signature; such signature is deemed an original signature.

5.12. Litigation Expense. In any suit or action brought to enforce any term, condition, or covenant of this Agreement, or to recover damages arising from any breach of this Agreement, the losing Party will pay the substantially prevailing or successful Party's reasonable attorneys' fees and all other reasonable costs and expenses that may be incurred by the successful Party in any suit, action or in any reviews or appeals, including those fees and costs incurred in any bankruptcy case or proceeding.

5.13. Survival. The terms of Articles 3, 4, and 5, and Appendixes A and B of this Agreement survive the Closing Date or Termination Date, as applicable, indefinitely, and the terms of Section 1.01 of this Agreement will survive until Subscriber's payment obligations are fulfilled.

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(Signature Page Follows)

8

Signature Page Subscription Agreement

The Parties have executed this Agreement duly authorized effective as of the Effective Date.

BMC Capital, Inc.	SUBSCRIBER
BMC Capital, Inc.
By:	By:
Printed Name	Printed Name
Title	Title

I, ________________________, spouse of __________________________, have read and approve this Agreement. In consideration of BMC Capital, Inc. granting my spouse the right to purchase the Shares as set forth in this Agreement, 1 agree to be irrevocably bound by this Agreement, and further agree that any community property or similar interest that I may have in the Shares will be similarly bound by this Agreement. I appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under this Agreement.

Signature

Pritned Name

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Appendix A-1

Subscription Agreement

Definitions

As used in this Agreement, the following defined terms have the meanings set forth below. The definition of a term applies to all variants of the term. Where a plural term is defined, reference to a singular form refers to a single member of the group defined by the plural term. If the group defined by a plural term consists of one member, it is equivalent to the singular.

(a)       "Affiliate" means: (1) any Person that directly or indirectly through one or more intermediaries, alone or through an affiliated group, controls, is controlled by, or is under common control with, such specified Person; (2) any Person that is an officer, director, partner, member, shareholder, trustee, or employee of, or serves in a similar capacity with respect to, such specified Person (or an Affiliate of such specified Person); or (3) any Person that, directly or indirectly, is the beneficial owner of 50% or more of any class of equity securities of the specified Person or of which the specified Person is directly or indirectly the owner of 50% or more of any class of equity securities. For purposes of this definition, the terms "controlling," "controlled by," or "under common control with" will mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(b)       "Agreement" means this Subscription Agreement dated effective as of the Effective Date, as it may be amended from time to time, including all appendixes, exhibits, addendums, and other attachments that are incorporated into this Agreement.

(c)       "Business Day" means any day other than Saturday, Sunday, or any federal legal holiday of the United States of America.

(d)       "Claim" means each and every claim, request, accusation, allegation, assertion, complaint, petition, demand, suit, action, proceeding, and cause of action of every kind and description, INCLUDING CLAIMS FOR A PARTY'S OWN NEGLIGENCE.

(e)       "Closing Date" means the date that the Company elects to accept Subscriber's subscription for the Shares and close the purchase and sale under this Agreement as set forth in a written notice from the Company to Subscriber.

(f)       "Shares" means 26,000,000 shares of voting common stock in the Company, subject to dilution, sold and transferred under this Agreement to Subscribers in consideration of Subscribers' payment of the Purchase Price to the Company. The shares are subject to dilution.

(g)       "Loss" means each and every liability, loss, damage, and injury (including injury or damage to any property right, and injury, damage, or death to any Person), wound, wrong, hurt, harm, expense, deficiency, diminution in value, obligation, expenditure and disbursement of any kind or nature (including all fees, costs, and expenses of investigation, travel expenses, and value of time expended by personnel), settlement, fine, fee, cost, cost of court, and all expenses of litigation (including reasonable attorneys' fees) incident to any of the foregoing.

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(h)       "Company" means BMC Capital, Inc., a Nevada corporation, with offices at 2700 Lincoln Plaza 500 North Akard, Dallas, TX 75201.

(i)       "Company Indemnitee" means Subscriber and its respective officers, directors, members, managers, partners, shareholders, agents, employees, trustees, successors, and assigns.

(j)       "Party" and "Parties" means the Company and Subscriber, as applicable.

(k)       "Person" means an individual, partnership, general partner, limited partner, Corporation, corporation, trust, estate, real estate investment trust, association, or any other legally recognized entity or organization.

(1) "Price Per Share" means $_._.

(m) "Purchase Price" means the amount of money Subscriber has committed to be contributed to the Company under this Agreement in consideration of the sale of the Shares to Subscriber, and is equal to the number of Shares multiplied by the Price Per Share, or $

(n)          "Securities Act" means the Securities Act of 1933, as may be amended from time to time.

(o)          "Subscriber" means  with offices at

(p)          "Suitability Letter" means that certain Subscription of Shares suitability Letter dated to be effective as of the Effective Date completed and executed by Subscriber, which is attached and incorporated by reference into this Agreement under Appendix A-2.

(q)          "Subscriber Indemnitee" means the Company, its Affiliates, and their respective officers, directors, members, managers, partners, shareholders, agents, employees, trustees, successors, and assigns.

(r)          "Termination Date" means the date that the Company delivers a Termination Notice to Subscriber pursuant to Section 2.04 of this Agreement.

(s)           "Termination Notice" means a written notice from Company to Subscriber notifying Subscriber that Company is not accepting Subscriber's subscription of the Shares under this Agreement.

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