Beyond Commerce, Inc. (a Nevada Corporation)

Transcription

1 INITIAL INFORMATION DISCLOSURE August 6, 2013 Beyond Commerce, Inc. (a Nevada Corporation) TRADING SYMBOL: BYOC CUSIP NUMBER: 08861P105 ISSUER S EQUITY SECURITIES: Common Stock, $0.001 par value Issued and Outstanding Common Shares as of August 6, 2013: 998,443,368 TRANSFER AGENT: TranShare Corporation 4626 South Broadway Englewood, CO Tel:

2 BEYOND COMMERCE, INC. August 6, 2013 Information required for compliance with the provisions of the OTC Markets, Inc., OTC Pink Disclosure Guidelines (Version 1.0 1/03/13) Because we want to provide more meaningful and useful information, this Disclosure Statement contains certain forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended). These statements reflect our current expectations regarding our possible future results of operations, performance, and achievements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, regulation of the Securities and Exchange Commission, and common law. Wherever possible, we have tried to identify these forward-looking statements by using words such as anticipate, believe, estimate, expect, plan, intend, and similar expressions. These statements reflect our current beliefs and are based on information currently available to us. Accordingly, these statements are subject to certain risks, uncertainties, and contingencies, which could cause our actual results, performance, or achievements to differ materially from those expressed in, or implied by, such statements. We have no obligation to update or revise any such forwardlooking statements that may be made to reflect events or circumstances after the date of this Disclosure Statement. Item 1. The exact name of the Issuer and its predecessors (if any). The exact name of the Issuer is Beyond Commerce, Inc. We were originally incorporated in Nevada on January 12, 2006 as Reel Estate Services, Inc. with a subsequent name change to BoomJ.com, Inc. on January 14, On January 5, 2009, we changed our name to Beyond Commerce, Inc. Other than listed above, the corporation has used no other names in the past five years. Item 2. Address of the Issuer's Principal Executive Offices Company Headquarters: 1000 North Green Valley Pkwy # Henderson, Nevada Website:

3 The telephone number is (702) IR Contact: Mark V. Noffke 1000 North Green Valley Pkwy # Henderson, Nevada (702) Item 3. Security Information (as of August 1, 2013). Trading Symbol: BYOC Exact Title and Class of Securities Outstanding: Common Stock CUSIP: 08861P105 Par or Stated Value: $0.001 Total Shares Authorized: 1,000,000,000 Total Shares Outstanding: 998,443,368 Transfer Agent: TranShare Corporation 4626 South Broadway Englewood, CO Tel: Is the Transfer Agent registered under the Exchange Act: Yes [X] No [ ] List any restrictions on the transfer of securities: Other than 47,343,575 shares of its common stock that are free-trading, all other shares are restricted and subject to Rule 144. Describe any trading suspension orders issued by the SEC in the past 12 months: None Item 4 Issuance History During the fiscal year ended December 31, 2012, the Company issued shares of common stock as follows: (i) 8,000,000 for accounts payable reduction; (ii) 4,060,320 for debt conversion; (iii) 5,500,000 for services rendered as follows: 1,000,000 shares to Wendy Borow-Johnson for services as a director, 2,000,000 shares to Jimmy R. White for administrative services, 500,000 shares to Jeffrey B Aaronson for administrative services, and 2,000,000 shares to William Benjamin Clark for administrative services; (iv) 8,020,000 for debt financing fees, (iv) 353,531,236 for conversion of a convertible promissory note in favor of an officer of the Company, and (v) 48,000,000 for conversion of a convertible promissory note in favor of an officer of the Company. Subsequent to March 31, 2013, the Company issued an aggregate of 400,800,000 shares of common stock in exchange for cancellation of debt. The Company is not now nor has it ever been a shell corporation.

4 Item 5. Financial Statements The financial statements for the fiscal years ended December 31, 2012 and December 31, 2011 were posted to OTC Markets, Inc. on June 10, 2013, as Annual Reports for the respective fiscal years. A Quarterly Report for the period ended March 31, 2013 was posted to OTC Markets, Inc. on June 10, Item 6. Describe the Issuer's Business, Products and Services. A. Description of the Issuer's Business Operations: Beyond Commerce, Inc. provides Web site advertising and facilitates e-commerce transactions. The company provides i-supply, an e-commerce solution for online storefronts and social shopping platforms for high traffic Web sites. It also offers BOOMj.com, a traditional social-networking site for creating a personal and business profile, and uploading and sharing images and videos. The BOOMj store provides various products, including beauty, garden and patio, books, kitchen, music, camera and photo, office supplies, computers, pets, consumer electronics, wellness, and DVDs. In addition, the Company has a minority investment in KaChing KaChing, Inc., an e-commerce solution that provides individual store owners the ability to create, manage, and earn money from product sales generated from their individual online Web stores. B. Date and State (or jurisdiction) of Incorporation: Reference is made to Item 1, above C. The Issuer's Primary and Secondary SIC Codes: 7380 Services-Miscellaneous Business Services D. The Issuer's Fiscal Year End Date: The Issuer's fiscal year end is December 31. E. Principal products or services, and their markets; Reference is made to Item 6A, above. Item 7. Describe the Issuer's Facilities At present, we are based in a virtual office. We believe that this arrangement is adequate and suitable for our current needs. However, when expansion of our business demands increased office space, there are considerable office facilities available in the greater Las Vegas area in which we are presently located.

5 Item 8. Officers, Directors and Control Persons A. Officers and Directors and Control Persons. Provide the full names, business addresses, employment histories (for the past 5 years), positions held, responsibilities and employment dates, board memberships, other affiliations, compensation and number of securities (specify each class) beneficially owned by each person as of August 6, Executive Officers (1) Other Common Name (2) Position Affiliations Shares Mirek Gorney President/CEO None -0- Mark V. Noffke Exec. V.P./CFO None 2,051,408 Directors (1) Other Common Name (2) Position Affiliations Shares Mirek Gorney Director None -0- Mark V. Noffke Director None 2,051,408 None Control Person (shareholders holding more than 10% of any class) (1) Our former Chief Executive Officer and Chairman of the Board, Robert J. McNulty, resigned on July 17, (2) Our former Director, Mark Guest, resigned on July 17, (3) The business address is: 1000 North Green Valley Pkwy # Henderson, Nevada Mirek Gorney, President and CEO and director of the Company, was named to those positions on July 24, Mr. Gorney is an internationally known Inspirational Speaker and Trainer. He has long served as President of the Academy of Personal & Professional Development, an international training company. Mark V. Noffke, Executive Vice President and CFO and a director of the Company, has been the Company s CFO since January From August 2006 to December 2006, Mr. Noffke was the CFO of Financial Media Group, Inc. From May 2004 to August 2006, Mr. Noffke was CFO of National Storm Management, Inc. where he was responsible for taking the company public. From August 2003 to May 2004, Mr. Noffke was a Managing Director of Striker Pacific Corporation, an investment bank, where he conducted due diligence, and acquisition analysis in various industries, including waste recycling, forest products and

6 automotive. From September 1996 to August 2003, Mr. Noffke served as the CFO and a Director of U.S. Forest Industries, Inc., a timber manufacturing company, where he was responsible for developing the company's accounting infrastructure. From January 2002 to May 2004, Mr. Noffke served as CFO of Brands Shopping Network, a publicly traded company currently known as United Fuel and Energy Corporation. In this position, Mr. Noffke was responsible for raising capital and developing the accounting infrastructure. Mr. Noffke is a Certified Public Accountant and has a B.S. in Accounting from Valparaiso University in Northwestern Indiana. B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have in the last five years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); None of the foregoing persons have been the subject of a conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding. 2. The entry of an order, judgment, or decree not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such a person s involvement in any type of business, securities, commodities, or banking activities; None of the foregoing persons have been the subject of any order, judgment, or decree, that permanently or temporarily enjoined, barred, suspended or otherwise limited such a person s involvement in any type of business, securities, commodities, or banking activities 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the CFTC, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; None of the foregoing persons have been the subject of any finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the CFTC, or a state securities regulator of a violation or federal or state securities or commodities law. 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person s involvement in any type of business or securities activities. None of the foregoing persons have been the subject of any order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person s involvement in any type of business or securities activities. C. Beneficial Shareholders.

7 To the extent not otherwise disclosed in response to the foregoing, provide a list of the names, addresses and shareholdings of all persons holding more than ten percent (10%) of any class of the issuer s equity securities. N/A If any of the beneficial shareholders are corporate shareholders, provide the name and address of person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders. N/A Item 9. Please provide the name, address, telephone number, and address of each of the following outside providers that advise the issuer on matters relating to operations, business development and disclosure: Legal Counsel; Thomas Russell Attorney at Law 3700 Campus Drive Suite 204 Newport Beach, CA tor@tor-law.com Accountant or Auditor: L. J. Soldinger Associates Field Parkway Suite 240 Deer Park, IL LJSA@Soldinger.com Investor Relations Consultant: None Other Advisor: Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure documentation. None Schedule of Exhibits Exhibit No. Description of Exhibit 5.1 Reference is made to Financial Statements of Beyond Commerce, Inc. for the fiscal year ended December 31, 2011 filed with OTC Markets, Inc. on June 10, 2013 as Annual Report for the period ended December 31, 2011

8 5.2 Reference is made to Financial Statements of Beyond Commerce, Inc. for the fiscal year ended December 31, 2012 filed with OTC Markets, Inc. on June 10, 2013 as Annual Report for the period ended December 31, Reference is made to Financial Statements of Beyond Commerce, Inc. for the quarter ended March 31, 2013 filed with OTC Markets, Inc. on June 10, 2013 as Quarterly Report for the period ended March 31, Item 10. Issuer Certification I, Mark V. Noffke, CFO of Beyond Commerce, Inc., hereby certify that: 1. I have reviewed the Initial Information Disclosure Statement of Beyond Commerce, Inc. dated August 6, Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as, and for, the periods presented in this Initial Information Disclosure Statement. Date: August 6, 2013 /s//mark V. Noffke Mark V. Noffke, Chief Financial Officer Beyond Commerce, Inc.