UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
 
Amendment No. 1

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended December 31, 2009
 
 
or
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from ______ to ______
 

Commission file number: 000-52490

BEYOND COMMERCE, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
98-0512515
(State of incorporation or organization)
(I.R.S. Employer Identification No.)

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)
 Securities Registered Pursuant To Section 12 (b) Of The Act
Title of each class

NONE
Securities Registered Pursuant To Section 12 (g) Of The Act:
Common Stock $0.001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes   x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    ¨ Yes   x No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes x   No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x

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.

Large accelerated filer ¨
Accelerated filer  ¨
Non-accelerated filer    ¨   (Do not check if a smaller reporting company)
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No x

As of June 30, 2009, the aggregate market value of the registrant's common stock held by non-affiliates (assuming for the sole purpose of this calculation, that all directors and officers of the registrant are "affiliates") was $9,970,857 (based on the closing sale price of the registrant's common stock as reported on the OTCBB). The number of shares of common stock outstanding at that date was 45,186,179 shares.

As of April 19, 2010 there were outstanding 59,493,311 of the registrant’s common stock.

 
 

 
 
EXPLANATORY NOTE

We are filing this amendment (this “Amendment No. 1”) to our Annual Report on Form 10-K for the year ended December 31, 2009 (our “2009 Annual Report”) for the sole purpose of filing Exhibit 23, the Consent Of Independent Registered Public Accounting Firm, which was inadvertently omitted from the 2009 Annual Report that was filed on April 21, 2010.
 
This Amendment No. 1 does not update or amend the disclosures contained in the Annual Report.
 

 
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
THE FINANCIAL STATEMENTS OF BEYOND COMMERCE, INC. ARE LISTED ON THE INDEX TO FINANCIAL STATEMENTS AS SET FORTH ON PAGE F-2 OF THE ANNUAL REPORT ON FORM 10-K .
 
The following list describes the exhibits filed as part of this Annual Report Form 10-K/A.

Exhibit No.
 
Description
3.1
 
Articles of Incorporation (1)
3.2
 
Amendment to Articles of  Incorporation (name change)(2)
3.3
 
Bylaws (1)
4.1
 
Form of Series A Common Stock Purchase Warrant(4)
5.1
 
Opinion of Sichenzia Ross Friedman Ference LLP
10.1
 
Agreement and Plan of Reorganization (3)
10.2
 
Employment Agreement Wendy Borow-Johnson (13)
10.3
 
Property Lease - Santa Ana, California (3)
10.4
 
Property Lease - Henderson, Nevada (3)
10.5
 
2008 Equity Incentive Plan (12)
10.6
 
Form of Incentive Stock Option Agreement (12)
10.7
 
Form of Non-Qualified Stock Option Agreement (12)
10.8
 
Form of Subscription Agreement by and among the Company and the Subscribers named therein. (4)
10.9
 
Form of Secured Convertible Note. (4)
10.10
 
Form of Guaranty, dated July 7, 2008, by BoomJ.com, Inc. (4)
10.11
 
Collateral Agent Agreement, dated as of July 7, 2008, by and among BoomJ.com, Inc., the Subscribers and the Company. (4)
10.12
 
Form of Security Agreement, dated July 7, 2008, between the Company and the Subscribers(4)
 
 
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10.13
 
Secured Original Issue Discount Promissory Note, due November 16, 2009 (5)
10.14
 
Common Stock Purchase Warrant, dated May 20, 2009 (5)
10.15
 
Security Interest and Pledge Agreement, dated May 20, 2009, between Linlithgow Holdings LLC and the Company (5)
10.16
 
Purchase Agreement, dated June 17, 2009, between the Company and OmniReliant Holdings, Inc. (6)
10.17
 
Secured Original Issue Discount Promissory Note due June 17, 2009 (6)
10.18
 
Common Stock Purchase Warrant, dated June 17, 2009 (6)
10.19
 
Security Interest and Pledge Agreement, dated June 17, 2009, among OmniReliant Holdings, Inc., the Company, and Linlithgow Holdings LLC (6)
10.20
 
Amended and Restated Securities Purchase Agreement, dated July 2, 2009, between the Company and OmniReliant Holdings, Inc. (7)
10.21
 
Original Issue Discount Secured Convertible Debenture, due July 2, 2010 (7)
10.22
 
Common Stock Purchase Warrant, dated July 2, 2009 (7)
10.23
 
Amended and Restated Pledge and Security Agreement, dated July 2, 2009, among the Company and the Pledgors named therein in favor of OmniReliant Holdings, Inc. (7)
10.24
 
Security Agreement, dated July 2, 2009, among the Company, the Company’s subsidiaries, and the Secured Parties named therein (7)
10.25
 
Subsidiary Guarantee, dated July 2, 2009, by the Guarantors named therein in favor of OmniReliant Holdings, Inc. (7)
10.26
 
Amended and Restated Securities Purchase Agreement, dated July 10, 2009, between the Company and OmniReliant Holdings, Inc. (8)
10.27
 
Original Issue Discount Secured Convertible Debenture, due July 10, 2010 (8)
10.28
 
Common Stock Purchase Warrant, dated July 10, 2009 (8)
10.29
 
Original Issue Discount Secured Convertible Debenture, due July 21, 2010 (9)
10.30
 
Common Stock Purchase Warrant, dated July 21, 2009 (9)
10.31
 
Securities Purchase Agreement, dated July 30, 2009, between the Company and OmniReliant Holdings, Inc. (10)
10.32
 
Original Issue Discount Secured Convertible Debenture, due July 30, 2010 (10)
10.33
 
Common Stock Purchase Warrant, dated July 30, 2009 (10)
10.34
 
Security Interest and Pledge Agreement, dated July 30, 2009, between OmniReliant Holdings, Inc. and the Company (10)
10.35
 
Agreement, dated July 30, 2009, between the Company and St. George Investments, LLC (11)
10.36
 
Asset Purchase Agreement, dated October 9, 2009, between the Company, Local Ad Link, Inc. and OmniReliant Holdings, Inc. (14)
10.37 
 
Securities Purchase Agreement, dated October 9, 2009, between the Company and Zurvita Holdings, Inc. (14)
23   Consent of L J Soldinger Associates, LLC
31.1
 
Certification of Chief Executive Officer
31.2
 
Certification of Chief Financial Officer (Principal Accounting Officer)
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.2
 
Certification of Chief Executive Officer
 
(1)    Previously filed as an exhibit to the Company’s Registration Statement filed on January 22, 2007, which exhibit is hereby incorporated herein by reference.
(2)    Previously filed as an exhibit to the Company’s Annual Report Form 10-KSB filed , February 7, 2008), which exhibit is hereby incorporated herein by reference.
(3)    Previously filed as an exhibit to the Company’s Current Report on Form 8-K on January 4, 2008, which exhibit is hereby incorporated herein by reference.
(4)    Previously filed as an exhibit to the Company’s Current Report on Form 8-K on July 11, 2008, which exhibit is hereby incorporated herein by reference.
(5)    Previously filed as an exhibit to the Company’s Current Report on Form 8-K on May 21, 2009, which exhibit is hereby incorporated herein by reference.
(6)    Previously filed as an exhibit to the Company’s Current Report on Form 8-K on June 23, 2009, which exhibit is hereby incorporated herein by reference.
(7)    Previously filed as an exhibit to the Company’s Current Report on Form 8-K on July 6, 2009, which exhibit is hereby incorporated herein by reference.
(8)    Previously filed as an exhibit to the Company’s Current Report on Form 8-K on July 16, 2009, which exhibit is hereby incorporated herein by reference.
(9)    Previously filed as an exhibit to the Company’s Current Report on Form 8-K on July 22, 2009, which exhibit is hereby incorporated herein by reference.
(10)  Previously filed as an exhibit to the Company’s Current Report on Form 8-K on August 4, 2009, which exhibit is hereby incorporated herein by reference.
(11)  Previously filed as an exhibit to the Company’s Current Report on Form 8-K on August 5, 2009, which exhibit is hereby incorporated herein by reference.
(12)  Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on April 3, 2009, which exhibit is hereby incorporated herein by reference.
(13)  Previously filed as an exhibit to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007, filed with the SEC on April 4, 2008, which exhibit is hereby incorporated herein by reference.
(14)  Previously filed as an exhibit to the Company’s Current Report on Form 8-K on October 16, 2009, which exhibit is hereby incorporated herein by reference.
 
 
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
BEYOND COMMERCE, INC.
     
Date:  April 22, 2010
By:
/s/ MARK NOFFKE
   
Mark Noffke
   
Chief Financial Officer
 
 
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