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As
filed with the Securities and Exchange Commission on April 22,
2010
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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)
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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):
¨
Large
accelerated filer
¨
Accelerated
filer
¨
Non-accelerated
filer
x
Smaller reporting company
(Do not
check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
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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
(4)
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Common
Stock, par value $0.001 per share
(2)
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2,213,000
shares
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(2)
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$
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0.10
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(2)
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$
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221,300
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(2)
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$
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15.78
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Common
Stock, par value $0.001 per share
(2)
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17,000 shares
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(2)
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$
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0.38
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(2)
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$
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6,460
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(2)
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$
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0.46
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Common
Stock, par value $0.001 per share
(2)
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100,000 shares
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(2)
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$
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0.60
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(2)
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$
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60,000
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(2)
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$
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4.28
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Common
Stock, par value $0.001 per share
(2)
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605,000 shares
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(2)
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$
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0.70
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(2)
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$
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423,500
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(2)
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$
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30.20
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Common
Stock, par value $0.001 per share
(2)
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10,000 shares
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(2)
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$
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0.80
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(2)
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$
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8,000
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(2)
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$
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0.57
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Common
Stock, par value $0.001 per share
(2)
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5,000 shares
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(2)
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$
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0.92
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(2)
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$
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4,600
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(2)
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$
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0.33
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Common
Stock, par value $0.001 per share
(2)
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20,000 shares
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(2)
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$
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0.93
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(2)
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$
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18,600
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(2)
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$
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1.33
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Common
Stock, par value $0.001 per share
(2)
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5,000 shares
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(2)
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$
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0.95
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(2)
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$
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4,750
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(2)
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$
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0.34
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Common
Stock, par value $0.001 per share
(2)
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505,000 shares
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(2)
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$
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1.00
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(2)
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$
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505,000
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(2)
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$
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36.01
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Common
Stock, par value $0.001 per share
(2)
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5,000 shares
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(2)
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$
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1.22
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(2)
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$
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6,100
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(2)
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$
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0.43
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Common
Stock, par value $0.001 per share
(2)
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5,000 shares
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(2)
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$
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1.49
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(2)
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$
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7,450
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(2)
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$
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0.53
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Common
Stock, par value $0.001 per share
(2)
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5,000 shares
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(2)
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$
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1.59
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(2)
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$
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7,950
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(2)
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$
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0.57
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Common
Stock, par value $0.001 per share
(2)
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5,000 shares
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(2)
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$
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1.70
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(2)
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$
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8,500
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(2)
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$
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0.61
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Common
Stock, par value $0.001 per share
(3)
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10,000,000 shares
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(3)
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$
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0.09
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(3)
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$
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900,000
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(3)
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$
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64.17
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TOTAL
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13,500,000 shares
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—
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$
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2,182,210
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$
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155.61
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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 $0.09 average of the high and low trading prices of the
registrant’s common stock as reported on the OTC Bulletin Board on April
19, 2010.
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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 $71.30 per $1,000,000 of the
proposed maximum aggregate offering price of the securities proposed to be
offered.
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PART
I
EXPLANATORY
NOTE
A
Registration Statement on Form S-8, File No. 333-158918 filed on April 30, 2009,
registered 3,500,000 shares of common stock, $0.001 par value per share, of
Beyond Commerce, Inc. (f/k/a Reel Estate Services, Inc. and as Boomj, Inc.,
hereinafter, the “Company”), all of which were issuable upon the exercise of
options issued under the Company’s 2008 Equity Incentive Plan (the
“Plan”). A registration fee of $278.57 was paid in connection with
the foregoing Form S-8 filing.
Subsequently,
the Company amended the Plan to increase the number of shares issuable upon the
exercise of options and other awards granted thereunder to 17,000,000
shares. The Company is filing this registration statement to register
such additional shares of common stock issuable under the Plan.
INCORPORATION
BY REFERENCE OF PRIOR REGISTRATION STATEMENT
The
contents of the Company’s Registration Statement on Form S-8, File No.
333-158918, filed on April 30, 2009, are incorporated into this Registration
Statement by this reference, pursuant to General Instruction E to Form
S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation
of Documents by Reference
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The
following documents previously filed by Beyond Commerce, Inc., (f/k/a Reel
Estate Services, Inc. and as Boomj, Inc., hereinafter, 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, 2009 filed on April 21, 2010, as amended by the Form 10-K/A filed on
April 23, 2010;
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·
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The
Company’s Current Report on Form 8-K filed on January 22, 2010;
and
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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; and as further updated by the Company’s registration
statement on Form S-1 filed on August 20, 2009, File No. 333-161461 (as
amended), 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.
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 (previously filed by the Company as an exhibit to
the Company’s Annual Report Form 10-K, filed on April 3, 2009, which
exhibit is hereby incorporated herein by
reference).
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5.1
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Opinion
of TroyGould PC (included with this registration
statement).
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23.1
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Consent
of L J Soldinger Associates, LLC (included with this registration
statement).
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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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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 the City of
Henderson, State of Nevada, on April 22, 2010.
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BEYOND
COMMERCE, INC.
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Date:
April 22, 2010
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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 constitutes and appoints Mark Noffke as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him in any and all capacities, to sign this registration statement on Form S-8
and any amendments hereto (including post-effective amendments), and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, 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 he might
do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may do or cause to
be done by virtue of this power of attorney.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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/s/ ROBERT MCNULTY
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Chief
Executive Officer and
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April
6, 2010
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Robert
McNulty
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Director
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/s/ MICHAEL WARSINKE
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Director
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April
6, 2010
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Michael
Warsinke
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/s/ MURRAY WILLIAMS
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Director
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April
6, 2010
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Murray
Williams
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/s/ BARRY FALK
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Director
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April
6, 2010
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Barry
Falk
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Director
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April
__, 2010
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Ron
Loveless
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EXHIBIT
INDEX
Exhibit
No.
Exhibit
Description
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 (previously filed by the Company as an exhibit to
the Company’s Annual Report Form 10-K, filed on April 3, 2009, which
exhibit is hereby incorporated herein by
reference).
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5.1
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Opinion
of TroyGould PC (included with this registration
statement).
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23.1
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Consent
of L J Soldinger Associates, LLC (included with this registration
statement).
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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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