Attached files
| file | filename |
|---|---|
| EX-99.3 - Beyond Commerce, Inc. | v195782_ex99-3.htm |
| EX-99.2 - Beyond Commerce, Inc. | v195782_ex99-2.htm |
| EX-99.1 - Beyond Commerce, Inc. | v195782_ex99-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.20549
FORM
8-K/A
(Amendment
No.1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 19, 2010
BEYOND
COMMERCE, INC.
(Exact
name of registrant as specified in its charter)
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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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750
Coronado Center Drive
Suite
120
Henderson,
Nevada89051
(Address
of principal executive offices, including zip code)
(702)
952.9549
(Registrant’s
telephone number, including area code)
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This
Current Report on Form 8-K/A is filed as Amendment No. 1 to the Current Report
on Form 8-K (“Form 8-K”) dated May 19, 2010 and filed by Beyond Commerce, Inc.
(“BYOC” or the “Company”) under Items 2.01 and 9.01 on May 24, 2010. This
Amendment No. 1 is being filed to include the required financial information
under Item 9.01 as further described below.
As
previously disclosed on May 19, 2010 Beyond Commerce, Inc. (the “Company”)
entered into a Share Exchange Agreement (the “Agreement”) with all of the
shareholders of Adjuice, Inc. (“Adjuice”), an online media and marketing
company. Under the Agreement, the Company agreed to issue and exchange 5,100,000
shares of its common stock for all of the issued and outstanding stock of
Adjuice. In addition, the Company also agreed to issue 900,000 shares
of its common stock to two secured lenders of Adjuice to re-pay in full, and
terminate two Adjuice secured loans. The Agreement further contains an earn-out
provision that provides for the issuance of an additional 4,450,000 shares from
the Company’s common stock on the first anniversary of the transaction upon the
achievement of certain gross revenue targets by Adjuice, now a subsidiary of the
Company. During the previous year, Adjuice had generated over $500,000 in
sales and realized a loss of $506,914.
Adjuice,
Inc. is an online advertising network and lead generation company with over 22
million registered users, 700 affiliates and 350 retail clients in six major
industries. Adjuice currently offer sales leads for debt companies, auto
warranty companies, auto dealers, banks and insurance companies. The unique
Adjuice platform provides a premium service that consistently commands some of
the highest rates for leads sold in their respective industries. Its
process of generating online consumer requests for services, and then qualifying
them using its proprietary technology and dedicated call center, is supported by
more than $7 million invested in developing the Company's proprietary
technology. Adjuice is based in Santa Monica, California.
This
Amendment No. 1 is being filed to include financial statements and pro forma
information required by parts (a) and (b) of Item 9.01 of Form 8-K.
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Item 9.01
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Financial Statements and
Exhibits
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(a)
Financial Statements of Businesses Acquired
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1)
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The
audited financial statements of Adjuice, Inc. with balance sheets as of
December 31, 2009 and 2008 and statements of income and cash flows for
each of the years ended December 31, 2009 and December 31, 2008, including
the report of the independent
auditors.
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2)
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Unaudited
interim balance sheet of Adjuice, Inc. as of March 31, 2010 and March 31,
2009 and the related unaudited interim statements of income and cash flows
of Adjuice, Inc. for the three months ended March 31, 2010 and
2009.
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The audit
of these Adjuice, Inc. financial statements was conducted in accordance with
U.S. generally accepted auditing standards (“GAAS”). The audit of the Adjuice,
Inc. financial statements for the fiscal years ended December 31, 2009 and 2008
were complete as of August 17, 2010.
b. Pro
forma financial information.
The
following pro forma financial information is furnished as Exhibit
99.3:
(b) Pro
Forma Financial Information
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1)
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The
required unaudited pro forma condensed combined balance sheet of Beyond
Commerce, Inc. and its Subsidiaries as of March 31, 2010 and the related
unaudited pro forma condensed combined statements of operations for the
three months ended March 31, 2010 and the year ended December 31,
2009.
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(d)
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Exhibits.
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Exhibit Number
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Description
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99.1
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Audited
balance sheets of Adjuice, Inc. as of December 31, 2009 and 2008 and
statements of income and cash flows of Adjuice, Inc. for the years ended
December 31, 2009 and 2008, including the report of the independent
auditors.
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99.2
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Unaudited
interim balance sheets of Adjuice, Inc. as of March 31, 2010 and December
31,2009 and the related unaudited interim statements of income and cash
flows of Adjuice, Inc. for the three months ended March 31, 2010 and
2009.
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99.3
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Unaudited
pro forma condensed combined balance sheet of Beyond Commerce, Inc. and
its Subsidiaries as of March 31, 2010 and the related unaudited pro forma
condensed combined statements of operations for the three months ended
March 31, 2010 and the fiscal year ended December 31,
2009.
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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:
August 31, 2010
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By:
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/s/
Mark V. Noffke
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Mark
V. Noffke
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Chief
Financial
Officer
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