Registration a Offering Under the Securities Act of 1933 (1-a)

Form 1-A Issuer Information

FORM 1-A

UNITED STATE

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING STATEMENT

UNDER THE SECURITIES ACT OF 1933

OMB APPROVAL

OMB Number: ####-####

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1-A: Filer Information

Issuer CIK

0001395005

Issuer CCC

XXXXXXXX

DOS File Number

Offering File Number

Is this a LIVE or TEST Filing?

x LIVE o TEST

Would you like a Return Copy?

x

Notify via Filing Website only?

o

Since Last Filing?

o

Submission Contact Information

Name

Phone

E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter

BITFRONTIER CAPITAL HOLDINGS, INC.

Jurisdiction of Incorporation / Organization

WYOMING

Year of Incorporation

2005

CIK

0001395005

Primary Standard Industrial Classification Code

SERVICES-COMPUTER PROCESSING & DATA PREPARATION

I.R.S. Employer Identification Number

82-3770657

Total number of full-time employees

3

Total number of part-time employees

0

Contact Infomation

Address of Principal Executive Offices

Address 1

1320 CENTRAL PARK BLVD

Address 2

SUITE 200

City

FREDERICKSBURG

State/Country

VIRGINIA

Mailing Zip/ Postal Code

22401

Phone

540-736-3069

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name

SPENCER PAYNE

Address 1

Address 2

City

State/Country

Mailing Zip/ Postal Code

Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Industry Group (select one)

o Banking o Insurance x Other

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Balance Sheet Information

Cash and Cash Equivalents

$ 1115.00

Investment Securities

$ 0.00

Total Investments

$

Accounts and Notes Receivable

$ 0.00

Loans

$

Property, Plant and Equipment (PP&E):

$ 0.00

Property and Equipment

$

Total Assets

$ 6115.00

Accounts Payable and Accrued Liabilities

$ 12854.00

Policy Liabilities and Accruals

$

Deposits

$

Long Term Debt

$ 52613.00

Total Liabilities

$ 65467.00

Total Stockholders' Equity

$ 59352.00

Total Liabilities and Equity

$ 6115.00

Income Statement Information

Total Revenues

$ 0.00

Total Interest Income

$

Costs and Expenses Applicable to Revenues

$ 69603.00

Total Interest Expenses

$

Depreciation and Amortization

$ 0.00

Net Income

$ -69603.00

Earnings Per Share - Basic

$ 0.00

Earnings Per Share - Diluted

$ 0.00

Name of Auditor (if any)

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity

Common Stock

Common Equity Units Outstanding

12400263104

Common Equity CUSIP (if any):

09174L104

Common Equity Units Name of Trading Center or Quotation Medium (if any)

OTCPinksheets

Preferred Equity

Preferred Equity Name of Class (if any)

Series A

Preferred Equity Units Outstanding

2

Preferred Equity CUSIP (if any)

N/A

Preferred Equity Name of Trading Center or Quotation Medium (if any)

N/A

Preferred Equity

Preferred Equity Name of Class (if any)

Series B

Preferred Equity Units Outstanding

14000000

Preferred Equity CUSIP (if any)

N/A

Preferred Equity Name of Trading Center or Quotation Medium (if any)

N/A

Preferred Equity

Preferred Equity Name of Class (if any)

Series C Convertible

Preferred Equity Units Outstanding

6540000

Preferred Equity CUSIP (if any)

N/A

Preferred Equity Name of Trading Center or Quotation Medium (if any)

N/A

Preferred Equity

Preferred Equity Name of Class (if any)

Series D Super Voting

Preferred Equity Units Outstanding

51

Preferred Equity CUSIP (if any)

N/A

Preferred Equity Name of Trading Center or Quotation Medium (if any)

N/A

Debt Securities

Debt Securities Name of Class (if any)

Debt Securities Units Outstanding

0

Debt Securities CUSIP (if any):

Debt Securities Name of Trading Center or Quotation Medium (if any)

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

x

• Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
• Principal place of business is in the United States or Canada.
• Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
• Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
• Not an investment company registered or required to be registered under the Investment Company Act of 1940.
• Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
• Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
• Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
• Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

x

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

o

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering

x Tier1 o Tier2

Check the appropriate box to indicate whether the financial statements have been audited

x Unaudited o Audited

Types of Securities Offered in this Offering Statement (select all that apply)

x Equity (common or preferred stock)

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?

x Yes o No

Does the issuer intend this offering to last more than one year?

o Yes x No

Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?

x Yes o No

Will the issuer be conducting a best efforts offering?

x Yes o No

Has the issuer used solicitation of interest communications in connection with the proposed offering?

o Yes x No

Does the proposed offering involve the resale of securities by affiliates of the issuer?

o Yes x No

Number of securities offered

2000000000

Number of securities of that class outstanding

12400263104

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security

$ 0.0100

The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer

$ 0.00

The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders

$ 0.00

The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement

$ 0.00

The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement

$ 0.00

Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)

$ 0.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider

Underwriters - Fees

$

Sales Commissions - Name of Service Provider

Sales Commissions - Fee

$

Finders' Fees - Name of Service Provider

Finders' Fees - Fees

$

Audit - Name of Service Provider

Audit - Fees

$

Legal - Name of Service Provider

John E. Lux, Esq.

Legal - Fees

$ 7500.00

Promoters - Name of Service Provider

Promoters - Fees

$

Blue Sky Compliance - Name of Service Provider

Blue Sky Compliance - Fees

$

CRD Number of any broker or dealer listed:

Estimated net proceeds to the issuer

$ 19987500.00

Clarification of responses (if necessary)

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

MICHIGAN

NEW YORK

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None

x

Same as the jurisdictions in which the issuer intends to offer the securities

o

Selected States and Jurisdictions

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None o

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer

BitFrontier Capital Holdings, Inc.

(b)(1) Title of securities issued

Series C Convertible Preferred Stock

(2) Total Amount of such securities issued

1540000

(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.

0

(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.

Approximately $32,000.00 from Stock Purchase Agreements.

(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Act

(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption

Section 4(a)(2)