- Current report filing (8-K)
October 16 2009 - 3:34PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 9, 2009
BEYOND
COMMERCE, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52490
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98-0512515
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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9029
South Pecos
Suite
2800
Henderson,
Nevada 89074
(Address
of principal executive offices, including zip code)
(702)
463-7000
(Registrant’s
telephone number, including area code)
Copies
to:
Darrin M.
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
Item
2.01 Completion
of Acquisition or Disposition of Assets
Asset
Purchase Agreement
On
October 9, 2009, Beyond Commerce, Inc. (the “Company”) and its
wholly-owned subsidiary, LocalAdLink, Inc. (the “Sub”) entered into an asset
purchase agreement (the “Agreement”) with OmniReliant Holdings, Inc. (“Omni”)
whereby the Company and the Sub sold the LocalAdLink Software (“LAL”), including
source codes, as updated, the LAL name rights, and the LAL trademark, as well as
any additional third party codes that has been modified or integrated into the
source codes to enable the business process operations of LAL, including but not
limited to the domain URL assets (collectively, the “Software”) to Omni in
consideration for which Omni forgave $4,000,000 worth of debt in the form of
surrendered original issue discount convertible debentures and surrendered for
cancellation, warrants to purchase 18, 321,037shares of the Company’s common
stock. Additionally, as further consideration for the asset purchase, Omni
agreed to extend the maturity date on all remaining original issue discount
convertible debentures it holds that were issued by the Company until October 9,
2010 with an interest rate of 10%.
Securities
Purchase Agreement
On
October 9, 2009 (the “First Closing Date”), the Company entered into a
Securities Purchase Agreement (the “ Purchase Agreement”) with Zurvita Holdings
Inc. (“Zurvita”), pursuant to which the Zurvita agreed to purchase an aggregate
of 8,000,000 shares of common stock of the Company at a price per share of $0.10
for aggregate consideration of $800,000. The closing of the
transaction was subject to certain conditions, including but not limited to, the
acquisition of certain software assets the Company by Omni (as described more
fully above) and the Zurvita’s entry into a license agreement with Omni covering
such software.
Pursuant
to the terms of the Purchase Agreement, on the First Closing Date, the Zurvita
purchased 3,000,000 shares of common stock. In addition, Zurvita
agreed to purchase an additional 2,000,000 shares on the date on which Zurvita
is able to sell ads (the “Second Closing Date”). Zurvita agreed to acquire
1,000,000 shares on October 23, 2009 (the “Third Closing Date”) and 2,000,000
shares on the date on which the entire sales, operational and technical
transition has taken place allowing Omni and Zurvita to operate independently on
their own platform, which shall occur no later than November 1,
2009.
Item
3.02
Unregistered Sale of Equity Securities
See Item
1.01 “Securities Purchase Agreement”, above.
Item 9.01 Financial Statements and
Exhibits.
Exhibit
Number
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Description
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10.1
10.2
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Asset
Purchase Agreement, dated October 9, 2009
Securities
Purchase Agreement, dated October 9,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Beyond
Commerce, Inc.
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Date:
October 16, 2009
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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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