UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934
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Check the appropriate
box:
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Preliminary
Information Statement
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Confidential, for use
of the Commission only (as permitted by Rule 14c-5(d)(2))
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Definitive
Information Statement
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BEYOND COMMERCE, INC.
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(Name
of Registrant As Specified In Charter)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table
below per Exchange Act Rules 14c-5(g) and 0-11.
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1)
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Title of each class
of securities to which transaction applies:
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2)
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Aggregate number of
securities to which transaction applies:
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3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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4)
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Proposed maximum
aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously
with preliminary materials.
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Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously
Paid:
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2)
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Form, Schedule or
Registration Statement No:
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3)
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Filing Party:
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4)
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Date Filed:
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BEYOND COMMERCE, INC.
3773 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89109
Tel: (702) 675-8022
NOTICE OF
SHAREHOLDER ACTION BY WRITTEN CONSENT
TO ALL
SHAREHOLDERS OF BEYOND COMMERCE, INC.
October 8,
2020
To the
Stockholders of Beyond Commerce, Inc.:
This
Information Statement is first being mailed on or about October
[•], 2020 to the holders of record of the outstanding common stock,
$0.001 par value per share (the “Common Stock”) of Beyond Commerce,
Inc., a Nevada corporation (the “Company”), Series A Preferred
Stock, $0.001 par value per share of the Company (the “Series A
Preferred Stock”), and Series B Preferred Stock, $0.001 par value
per share of the Company (the “Series B Preferred Stock” and
together with Series A Preferred Stock, the “Preferred Stock”) as
of the close of business on October 7, 2020 (the “Record Date”), to
inform the stockholders of an action already approved by written
consent of the majority stockholders holding 50.10% of the
voting equity. Pursuant to Rule 14c-2 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the proposal will not
be effective until at least 20 calendar days after the mailing of
this Information Statement to our stockholders. Therefore, this
Information Statement is being sent to you for informational
purposes only.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The following action
was authorized by written consent of the holders of a majority of
our outstanding voting stock:
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1.
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Action 1 - approval of increasing the number of shares of Common
Stock the Company is authorized to issue from 3,000,000,000 to
5,000,000,000 as provided for herein and filing of an amendment to
the Company’s Articles of Incorporation to effect the Increase in
Authorized Shares (the “Increase in Authorized Shares”).
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On
October 7, 2020, the holders of a majority of the voting power of
the Company’s outstanding capital stock, owning approximately
50.10% of the voting power, have acted by written consent in favor
of the Increase in Authorized Shares, described in greater detail
in the Information Statement accompanying this notice. The Increase
in Authorized Shares was approved by the Company’s board of
directors on September 30, 2020.
Pursuant to rules adopted by the Securities and Exchange
Commission, copies of these reports may be obtained from the SEC’s
EDGAR archives at http://www.sec.gov/index.htm.This is not a notice
of a meeting of stockholders and no stockholders’ meeting will be
held to consider the action described herein. This
Information Statement is being furnished to you solely for the
purpose of informing stockholders of the action described herein
pursuant to Section 14(c) of the Exchange Act and the regulations
promulgated thereunder, including Regulation 14C.
ACCORDINGLY, WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY. NO PROXY CARD HAS BEEN
ENCLOSED WITH THIS INFORMATION STATEMENT.
This
Information Statement will serve as written notice to stockholders
of the Company pursuant to Section 78.370 of the Nevada Revised
Statutes.
2
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By Order of the Board
of Directors
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Date: October
8, 2020
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/s/Geordan
Pursglove
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Geordan Pursglove
Chief Executive
Officer
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3
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY
THE BOARD OF DIRECTORS OF BEYOND COMMERCE, INC.
WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
BEYOND COMMERCE, INC.
3773 Howard Hughes Parkway, Suite 500
Las
Vegas, NV 89109
Tel: (702) 990-3687
INFORMATION STATEMENT
(Preliminary)
October 8, 2020
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
This
Information Statement has been filed with the Securities and
Exchange Commission (the “SEC”) and is being sent, pursuant to
Section 14C of the Exchange Act, to the holders of record as of
October 7, 2020 (the “Record Date”) of common stock, par value
$0.001 per share (the “Common Stock”), of Beyond Commerce, Inc., a
Nevada corporation (the “Company,” “we,” “our” or “us”), to notify
the holders of our Common Stock and Preferred Stock of the
following:
Action by Written
Consent
The
following action was authorized by written consent of the holders
of a majority of our outstanding voting stock:
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(1)
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Approval of increasing the number of shares of Common Stock the
Company is authorized to issue from 3,000,000,000 to 5,000,000,000
as provided for herein and filing of an amendment to the Company’s
Articles of Incorporation to affect the Increase in Authorized
Shares (the “Increase in Authorized Shares”).
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Accordingly, your
consent is not required and is not being solicited.
We will
commence mailing the notice to the holders of Common Stock and
Preferred Stock on or about October 19, 2020.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY
STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM
YOU OF A CERTAIN ACTION TAKEN BY THE MAJORITY STOCKHOLDER.
The entire cost of
furnishing this Information Statement will be borne by the Company.
We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information
Statement to the beneficial owners of the Common Stock held of
record by them.
Vote Required and Obtained
The Common Stock
and the Preferred Stock are the only classes of outstanding voting
stock of the Company. As of October 7, 2020, there were
3,000,000,000 shares of our Common Stock outstanding. On October 7,
2020, the following holders of shares of the Common Stock and
shares of the Preferred Stock, representing 50.10% of the
outstanding voting power of the Company (the “Majority
Stockholders”), executed the written consent of the Majority
Stockholders approving the Increase in Authorized Shares:
4
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Name of Majority
Stockholder
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Number of Shares of Common Stock held
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Number of Shares of Series A Preferred held
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Number of Shares of Series B Preferred
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Number of Votes held by Majority Stockholder
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Number of Votes that Voted in favor of the action
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Percentage of the Voting Equity that Voted in favor of the
action
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The
2GP Group, LLC (1)
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0
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206,249,900
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0
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618,750,000
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618,750,000
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9.86
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%
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Geordan Pursglove
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0
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0
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33
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2,525,401,405
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2,525,401,405
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40.24
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TOTAL
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206,249,900
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33
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3,114,151,405
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3,144,151,405
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50.10
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%
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(1)
The shares are held by an entity controlled by Mr. Geordan
Pursglove, the Company’s President and Chief Executive Officer.
Mr. Pursglove, managing member, holds sole voting and
dispositive power over these shares. The address for The 2GP
Group, LLC is 102 NE 2nd St., Suite 915, Boca
Raton, FL 33432.
ACTION NO. 1:
APPROVAL OF THE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO FIX THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK AT 5,000,000,000 SHARES
This
Information Statement contains a brief summary of the material
aspects of the Increase in Authorized Shares approved by the
Majority Stockholder.
The
Increase in Authorized Shares will become effective on the date
that is twenty (20) calendar days after the mailing of this
information statement.
We
currently expect that such effective date will be on or about
November 10, 2020.
AMENDMENT TO COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE
COMPANY’S AUTHORIZED SHARES
Our
Board and the Majority Stockholders authorized the increase of the
Company’s shares of authorized Common Stock from 3,000,000,000 to
5,000,000,000 pursuant to the Article of Amendment.
Our
Board believes that it is advisable and in the best interests of
the Company and its stockholders to effect the Increase of
Authorized Shares in order to provide additional shares that could
be issued for raising of additional equity capital or other
financing activities, stock dividends or the exercise of stock
options and warrants and to provide additional shares that could be
issued in an acquisition or other form of business combination and
to better position the Company for future trading should a
transaction be entered into and completed. The future issuance of
additional shares of Common Stock on other than a pro rata basis to
existing stockholders will dilute the ownership of the current
stockholders, as well as their proportionate voting rights.
THERE
CAN BE NO ASSURANCE THAT A SUITABLE BUSINESS OPPORTUNITY WILL BE
EFFECTED FOLLOWING THE COMPLETION OF THE INCREASE IN AUTHORIZED
SHARES OF COMMON STOCK.
Attached as Exhibit A and incorporated herein by
reference is the text of the Certificate of Amendment to Articles
of Incorporation (the “Certificate of Amendment”) as approved by
the Majority Stockholder. The Increase in Authorized Shares will be
affected by filing the Certificate of Amendment with the Secretary
of State of Nevada, which is expected to occur approximately twenty
(20) days after the mailing of this Information Statement. The
Increase in Authorized Shares will become effective upon such
filing.
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Effects of
Amendment.
The following table
summarizes the principal effects of the Increase in the Authorized
Shares:
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Pre-Increase
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Post-Increase
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Common
Shares
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Issued and Outstanding
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3,000,000,000
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3,000,000,000
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Authorized
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3,030,000,000
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5,000,000,000
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Potential
Anti-Takeover Effects of the Increase in Authorized Shares.
THE OVERALL
EFFECT OF THE COMMON STOCK INCREASE MAY BE TO RENDER MORE DIFFICULT
THE CONSUMMATION OF MERGERS WITH THE COMPANY OR THE ASSUMPTION OF
CONTROL BY A PRINCIPAL STOCKHOLDER, AND THUS MAKE IT DIFFICULT TO
REMOVE MANAGEMENT.
The
implementation of the Increase in Authorized Shares will have the
effect of increasing the proportion of unissued authorized shares
to issued shares. Under certain circumstances this may have an
anti-takeover effect. These authorized but unissued shares could be
used by the Company to oppose a hostile takeover attempt or to
delay or prevent a change of control or changes in or removal of
the Board, including a transaction that may be favored by a
majority of our stockholders or in which our stockholders might
receive a premium for their shares over then-current market prices
or benefit in some other manner. For example, without further
stockholder approval, the Board could issue and sell shares,
thereby diluting the stock ownership of a person seeking to effect
a change in the composition of our Board or to propose or complete
a tender offer or business combination involving us and potentially
strategically placing shares with purchasers who would oppose such
a change in the Board or such a transaction.
Although an increased proportion of unissued authorized shares to
issued shares could, under certain circumstances, have a potential
anti-takeover effect, the proposed amendments to our Articles of
Incorporation is not in response to any effort of which we are
aware to accumulate the shares of our Common Stock or obtain
control of the Company. There are no plans or proposals to adopt
other provisions or enter into other arrangements that may have
material anti-takeover consequences.
The
Board does not intend to use the consolidation as a part of or a
first step in a “going private” transaction pursuant to Rule 13e-3
under the Securities Exchange Act of 1934, as amended. Moreover, we
are currently not engaged in any negotiations or otherwise have no
specific plans to use the additional authorized shares for any
acquisition, merger or consolidation.
Dissenters’
Rights.
No
dissenters’ or appraisal rights are available to our stockholders
under the Nevada Revised Statutes or in the Company’s Articles of
Incorporation or Bylaws in connection with the proposed amendment
to our Articles of Incorporation to affect the Increase in
Authorized Shares.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of October 7, 2020, certain
information regarding beneficial ownership of our voting securities
(a) by each person known by us to be the beneficial owner of more
than five percent of the outstanding shares of any class of voting
securities, (b) by each director of the Company, (c) by the named
executive officers (determined in accordance with Item 402 of
Regulation S-K) and (d) by all of our current executive officers
and directors as a group.. Unless otherwise indicated, the address
of each beneficial owner listed in the table below is c/o Beyond
Commerce, Inc., 3773 Howard Hughes Parkway, Suite 500, Las Vegas,
NV 89169.
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Name of Beneficial Owner
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Common Stock
Beneficially Owned (1)
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Percentage
of
Common Stock Owned (1)
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Series A Preferred
Stock Beneficially Owned (1)
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Series A
Percentage of Preferred Stock Owned (1)
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Series B Preferred
Stock Beneficially Owned (1)
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Percentage of
Series B Preferred Stock Owned (1)
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Percentage of
Voting Power (2)
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Directors and
Officers:
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Geordan Pursglove
(3)
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206,249,900
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82.50%
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33
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100%
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50.1%
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Peter Stazzone
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-
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Frederic Maxik
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Robert Honeyman
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-
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All officers and
directors (4 persons)
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-
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206,249,900
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82.50%
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33
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100%
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50.1%
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Fiona Oakley(4)
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1,556,632
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*
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43,750,000
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17.50
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4.18
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Caledonian Bank
Limited (5)
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243,600,000
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16.19
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7.67
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Eurolink Investment,
Inc. (6)
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96,000,000
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6.38
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3.02
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Legion Trading LLC
(7)
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97,800,000
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6.50
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3.08
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Universal Partners
Corp. (8)
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97,800,000
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6.50
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3.08
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7
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(1)
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Applicable percentage ownership is based on 2,987,681,061 shares of
common stock outstanding 249,999,900 shares of Series A Preferred
Stock, and 20 shares of Series B Preferred Stock issued and
outstanding as of October 7, 2020. Under Rule 13d-3, a beneficial
owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which
includes the power to vote, or to direct the voting of shares; and
(ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to
be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by
a person if the person has the right to acquire the shares (for
example, upon exercise of an option) within 60 days of the date as
of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed
to include the number of shares beneficially owned by such person
(and only such person) by reason of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown
in this table does not necessarily reflect the person’s actual
ownership or voting power with respect to the number of shares of
common stock actually outstanding as of October 7, 2020.
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(2)
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Represents the number of votes held on all matters submitted to a
vote of our stockholders. As of the date of this prospectus,
we have 249,999,900 shares of Series A Preferred Stock issued and
outstanding, each entitled to three (3) votes per share, and 20
shares of Series B Preferred Stock issued and outstanding, each
entitled to three (3) votes per share. Each one (1) share of the
Series B Preferred Stock shall have voting rights equal to (x)
0.019607 multiplied by the total number of votes of issued and
outstanding shares of stock of the Company eligible to vote at the
time of the respective vote (the “Numerator”), divided by (y) 0.49,
minus (z) the Numerator.
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(3)
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The
206,249,900 shares of Series A Preferred Stock are held by 2GP
Group, LLC, an entity controlled by Mr. Geordan Pursglove,
President. Mr. Geordan Pursglove, managing member, holds sole
voting and dispositive power over these shares. The address
for The 2GP Group, LLC is 222 Yamato Road, Suite 260, Boca Raton,
FL 33431
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(4)
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The
shares held by Fiona Oakley were gifted to her by our President and
Chief Executive Officer.
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(5)
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The
Caledonian Bank Limited is controlled by Louise Cooper, who holds
sole voting and dispositive power over these shares. The
address for this holder is 69 Dr. Roy’s Dr., Grand Cayman KY1-1102,
Cayman Islands.
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(6)
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Eurolink Investments, Inc. is controlled by Mariano Batz, who holds
sole voting and dispositive power over these shares. The
address for Eurolink Investments, Inc. is 25 Water Ln., P.O. Box
2059, Belize City, Belize.
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(7)
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Legion Trading, LLC is an entity controlled by Dorothy Godfrey, who
holds sole voting and dispositive power over these shares.
The address for Legion Trading, LLC is Hunkins Waterfront
Plaza, P.O. Box 556, Charleston West Indies, Nevis.
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(8)
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Universal Partners Corp. is controlled by Lellia Sentcum, who holds
sole voting and dispositive power over these shares. The
address for Universal Partners Corp. is 66 Euphrates Ave., Belize
City, Belize.
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DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one
Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions
from any stockholder at that address. This practice, known as
“householding,” is designed to reduce our printing and postage
costs. However, the Company will deliver promptly upon written or
oral request a separate copy of the Information Statement to a
stockholder at a shared address to which a single copy of the
Information Statement was delivered. You may make such a written or
oral request by (a) sending a written notification stating (i) your
name, (ii) your shared address and
8
(iii) the address to which the Company
should direct the additional copy of the Information Statement, to
Beyond Commerce, Inc., 3773 Howard Hughes Parkway, Suite 500 Las
Vegas, NV 89109.
If
multiple stockholders sharing an address have received one copy of
this Information Statement or any other corporate mailing and would
prefer the Company to mail each stockholder a separate copy of
future mailings, you may mail notification to, or call the Company
at, its principal executive offices. Additionally, if current
stockholders with a shared address received multiple copies of this
Information Statement or other corporate mailings and would prefer
the Company to mail one copy of future mailings to stockholders at
the shared address, notification of such request may also be made
by mail or telephone to the Company’s principal executive
offices.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
INFORMATION
This
Information Statement may contain “forward-looking statements” made
under the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. The statements include, but are not
limited to, statements concerning the effects of the stockholder
approval and statements using terminology such as “expects,”
“should,” “would,” “could,” “intends,” “plans,” “anticipates,”
“believes,” “projects” and “potential.” Such statements reflect the
current view of the Company with respect to future events and are
subject to certain risks, uncertainties and assumptions. Known and
unknown risks, uncertainties and other factors could cause actual
results to differ materially from those contemplated by the
statements.
In
evaluating these statements, you should specifically consider
various factors that may cause our actual results to differ
materially from any forward-looking statements. You should
carefully review the risks listed, as well as any cautionary
language, in this Information Statement and the risk factors
detailed under “Risk Factors” in the documents incorporated by
reference in this Information Statement, which provide examples of
risks, uncertainties and events that may cause our actual results
to differ materially from any expectations we describe in our
forward-looking statements. There may be other risks that we have
not described that may adversely affect our business and financial
condition. We disclaim any obligation to update or revise any of
the forward-looking statements contained in this Information
Statement. We caution you not to rely upon any forward-looking
statement as representing our views as of any date after the date
of this Information Statement. You should carefully review the
information and risk factors set forth in other reports and
documents that we file from time to time with the SEC.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO
BE ACTED UPON
No officer or
director or any associate of such person has any substantial
interest in the matters acted upon by our Board and stockholders,
other than his role as a stockholder, officer or director.
ADDITIONAL INFORMATION
We
are subject to the disclosure requirements of the Exchange Act, and
in accordance therewith, file reports, information statements and
other information, including annual and quarterly reports on Form
10-K and 10-Q, respectively, with the SEC. Reports and other
information filed by the Company can be inspected and copied at the
public reference facilities maintained by the SEC, 100 F Street,
N.E., Washington, DC 20549. In addition, the SEC maintains a web
site on the Internet (http://www.sec.gov) that contains
reports, information statements and other information regarding
issuers that file electronically with the SEC through the
Electronic Data Gathering, Analysis and Retrieval System.
A
copy of any public filing is also available, at no cost, by writing
to Beyond Commerce, Inc., 3773 Howard Hughes Parkway, Suite 500 Las
Vegas, NV 89109. Any statement contained in a document that is
incorporated by reference will be modified or superseded for all
purposes to the extent that a statement contained in this
Information Statement (or in any other document that is
subsequently filed with the SEC and incorporated by reference)
modifies or is contrary to such previous statement. Any statement
so modified or superseded will not be deemed a part of this
Information Statement except as so modified or superseded.
9
This
Information Statement is provided to the holders of Common Stock of
the Company only for information purposes in connection with the
action, pursuant to and in accordance with Rule 14c-2 of the
Exchange Act. Please carefully read this Information Statement.
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By Order of the Board
of Directors
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October 8,
2020
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/s/ Geordan
Pursglove
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Geordan
Pursglove,
Chief Executive
Officer
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Exhibit A
FORM OF CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
BEYOND COMMERCE, INC.
BEYOND COMMERCE, INC., a corporation organized and existing under
and by virtue of the Nevada Revised Statutes of the State of Nevada
(the “Corporation”), does hereby certify that:
FIRST: That
resolutions were duly adopted by the Board of Directors of the
Corporation by written consent on September 30, 2020, setting forth
a proposed amendment to the Articles of Incorporation of the
Corporation, as amended (the “Amendment”), declaring the Amendment
to be advisable and recommended for approval by the stockholders of
the Corporation. The resolution setting forth the proposed
Amendment is as follows:
RESOLVED, that,
subject to stockholder approval, the Certificate of Incorporation
of the Corporation be amended by deleting Article 4 in its entirety
and replacing it as follows:
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2.
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The articles have
been amended as follows (provide article numbers, if
available):
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Fourth; Total
Number of Authorized Shares of Common Stock that may be issued is
hereby increased from 3,000,000,000 shares to 5,000,000,000 shares.
The Par Value of the company’s common stock remains the same at
$0.001.
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3.
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The vote by which the
stockholders holding shares in the corporation entitling them to
exercise at least a majority of the voting power, or such greater
proportion of the voting power as may be required in the case of a
vote by classes or series, or as may be required by the provisions
of the articles of incorporation have voted in favor of the
amendment is: 50.10%
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4.
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Effective date of
filing (optional): Upon filing
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5.
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Officer Signature
(Required):
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Geordan
Pursglove,
Chief Executive
Officer
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10
