As filed with the
Securities and Exchange Commission on April 30, 2009
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Registration
No. 333-________
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BEYOND
COMMERCE, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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98-0512515
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(State
or other jurisdiction of
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(IRS
Employer Identification
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incorporation
or organization)
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Number)
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9029
South Pecos, Suite 2800
Henderson,
Nevada 89074
(Address
of principal executive offices, including zip code)
2008
Equity Incentive Plan
(Full
title of the plan)
Mark
Noffke
Chief
Financial Officer
9029
South Pecos Suite 2800 Henderson, Nevada 89074
(Name
and address of agent for service)
(702)
463-7000
(Telephone
number, including area code, of agent for service)
Copy
to:
Istvan
Benko
TroyGould
PC
1801
Century Park East, Suite 1600
Los
Angeles, California 90067
(310)
789-1226
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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated
filer
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¨
Accelerated
filer
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¨
Non-accelerated
filer
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ý
Smaller reporting
company
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
Title
of securities to be registered
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Amount
to be registered
(1)
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Proposed
maximum offering price per share
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Proposed
maximum aggregate offering price
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Amount
of registration fee
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Common
Stock, par value $0.001 per share
(2)
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450,000 shares
(2)
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$
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0.70
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(2)
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$
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315,000
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(2)
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$
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17.58
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(4)
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Common
Stock, par value $0.001 per share
(2)
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20,000 shares
(2)
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$
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0.80
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(2)
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$
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16,000
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(2)
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$
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0.89
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(4)
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Common
Stock, par value $0.001 per share
(2)
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120,000 shares
(2)
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$
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1.50
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(2)
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$
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180,000
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(2)
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$
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10.04
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(4)
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Common
Stock, par value $0.001 per share
(3)
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2,910,000
shares
(3)
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$
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1.54
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(3)
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$
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4,481,400
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(3)
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$
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250.06
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(4)
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TOTAL
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3,500,000
shares
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--
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$
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4,992,400
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$
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278.57
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, this registration statement
covers, in addition to the shares of common stock specified above, an
indeterminate number of additional shares of common stock that may become
issuable under the 2008 Equity Incentive Plan as a result of the
anti-dilution adjustment provisions of the
plan.
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(2)
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The
registration fee for shares of common stock issuable upon exercise of
outstanding options under the 2008 Equity Incentive Plan was calculated
pursuant to Rule 457(h) of the Securities Act of 1933 using the prices at
which such outstanding options may be
exercised.
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(3)
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Represents
shares reserved for issuance pursuant to future awards under the 2008
Equity Incentive Plan. The proposed maximum offering price per
share and maximum aggregate offering price for these shares were estimated
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933 on the
basis of the $1.54 average of the high and low trading prices of the
registrant’s common stock as reported on the OTC Bulletin Board on April
27, 2009.
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(4)
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Amount
of registration fee was calculated pursuant to Section 6(b) of
the Securities Act of 1933, which provides that the fee shall be $55.80
per $1,000,000 of the proposed maximum aggregate offering price of the
securities proposed to be offered.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan
Information.*
Item
2. Registrant
Information and Employee Plan Annual Information.*
__________________
*
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The
information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 of the Securities Act of 1933 and the Note to Part I of
Form S-8.
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference
The
following documents previously filed by Beyond Commerce, Inc., formerly known as
Reel Estate Services, Inc. and as Boomj, Inc. (herein, the “Company”), with the
Securities and Exchange Commission (the “Commission”) under the Securities
Exchange Act of 1934 are incorporated by reference into this registration
statement:
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·
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The
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 filed on April 3,
2009;
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·
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The
Company’s Current Report on Form 8-K filed on April 8,
2009;
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·
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The
description of the Company’s common stock contained in its registration
statement on Form SB-2 filed on February 8, 2007, File No. 333-140131, as
updated by the Company’s Current Report on Form 8-K filed on
January 4, 2008, including any amendment or report subsequently filed
for the purpose of updating such
description.
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In
addition, each document that the Company files with the Commission under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all shares of
common stock registered hereunder have been sold, or that deregisters all such
shares of common stock then remaining unsold, shall be deemed to be incorporated
by reference into this registration statement and to be part thereof from the
date of the filing of such document.
Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item
4. Description
of Securities
Not
applicable.
Item
5. Interests
of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification
of Directors and Officers
Sections 78.7502
and 78.751 of the Nevada Revised Statutes provide for the indemnification of
officers, directors, employees and agents of a corporation such as the Company
against legal expenses and liabilities. These provisions are not exclusive and
permit the indemnification of such persons as may also be provided in a
corporation’s articles of incorporation, bylaws, agreement, vote of the
stockholders or disinterested directors or otherwise. Article X of the
Company’s bylaws provides for the indemnification of the Company’s officers,
directors, employees and agents to the extent and under the circumstances
permitted by Sections 78.7502 and 78.751 of the Nevada Revised
Statutes.
Item
7. Exemption from Registration Claimed
Not
applicable.
Item
8. Exhibits
The
following exhibits are filed with this registration statement or are
incorporated by reference as a part of this registration statement:
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4.1
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2008
Equity Incentive Plan.(1)
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4.2
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Form
of Non-Qualified Stock Option Agreement for the 2008 Equity Incentive
Plan.(1)
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4.3
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Form
of Incentive Stock Option Agreement for the 2008 Equity Incentive
Plan.(1)
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5.1
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Opinion
of TroyGould PC.
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23.1
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Consent
of L J Soldinger Associates, LLC.
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23.2
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Consent
of TroyGould PC (included in the opinion filed as Exhibit
5.1).
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24.1
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Power
of Attorney (included on the signature page of this registration
statement).
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__________________________________
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(1)
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Previously
filed as an exhibit to the Company’s Annual Report Form 10-K filed, April
3, 2009, which exhibit is hereby incorporated herein by
reference.
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Item
9. Undertakings
(a)
The
Company hereby undertakes:
(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 this 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 this registration statement;
(iii)
To
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement;
provided,
however
,
that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this 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; and
(3)
To file a post-effective amendment to remove from registration any of the
securities being registered that remain unsold at the termination of the
offering.
(b)
The
Company hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Company’s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement 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.
(c)
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Henderson, State of
Nevada, on this 28
th
day of
April, 2009.
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Beyond
Commerce, Inc.
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By:
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/s/ Mark
Noffke
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Mark
Noffke
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Chief
Financial Officer
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POWER
OF ATTORNEY
Each person whose signature appears
below hereby constitutes and appoints Mark Noffke such person’s true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on such
person’s behalf, individually and in each capacity stated below, all amendments
and post-effective amendments to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission under the Securities Act, 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 and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof. Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/ Robert McNulty
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Chairman
of the Board and
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April
28, 2009
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Robert
McNulty
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Chief
Executive Officer
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/s/ Michael Warsinke
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Director
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April
28, 2009
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Michael
Warsinke
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/s/ Murray Williams
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Director
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April
28, 2009
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Murray
Williams
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/s/ Barry Falk
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Director
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April
28, 2009
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Barry
Falk
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/s/ Ronald Loveless
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Director
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April
28, 2009
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Ronald
Loveless
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EXHIBIT
INDEX
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Exhibit
No.
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Exhibit
Description
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4.1
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2008
Equity Incentive Plan.(1)
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4.2
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Form
of Non-Qualified Stock Option Agreement for the 2008 Equity Incentive
Plan.(1)
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4.3
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Form
of Incentive Stock Option Agreement for the 2008 Equity Incentive
Plan.(1)
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5.1
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Opinion
of TroyGould PC.
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23.1
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Consent
of L J Soldinger Associates, LLC.
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23.2
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Consent
of TroyGould PC (included in the opinion filed as Exhibit
5.1).
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24.1
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Power
of Attorney (included on the signature page of this registration
statement).
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__________________________________
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(1)
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Previously
filed as an exhibit to the Company’s Annual Report Form 10-K filed, April
3, 2009, which exhibit is hereby incorporated herein by
reference.
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