UNITED STATES Washington, D.C. 20549WASHINGTON, DC
FORM 10-Q
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2010
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: File Number: 000-52490
Beyond Commerce, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada | 98-0512515 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
3773 Howard Hughes Pkwy, Suite 500
Las Vegas, Nevada 98-0512515
(Address of principal executive offices, including zip code)
(702) 952.9549
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
None | None | None |
Indicate by check mark whether the registrant:registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)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 requirementsrequirement for the past 90 days. Yes x ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,a every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨☒ No ¨ .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated | ☐ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-212(b)-2 of the Exchange Act).Yes ¨. Yes ☐ No x
Indicate the number of November 18, 2010, there wereshares outstanding 84,131,812sharesof each of the registrant’s classes of common stock.
Table of Contents
2 |
Table of Contents |
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Beyond Commerce, Inc.
UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
March 31, 2023 and 2022
3 |
Table of Contents |
BEYOND COMMERCE, INC.
TABLE OF CONTENTS
Page | ||||
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2023 AND DECEMBER 31, 2022 (Unaudited) | F-1 | |||
F-2 | ||||
F-3 | ||||
F-4 | ||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) | F-5 |
4 | ||
BEYOND COMMERCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2010 | December 31, 2009 | |||||||
ASSETS | ||||||||
Current assets : | ||||||||
Cash | $ | 1,237 | $ | 7,205 | ||||
Accounts receivable (net of allowance for doubtful accounts of $41,206 and $0 at September 30, 2010 and December 31, 2009 respectively) | 4,493 | 10,697 | ||||||
Accounts receivable – related party | 150,718 | |||||||
Prepaid loan cost | - | 33,681 | ||||||
Prepaid loan cost - related part | - | 37,889 | ||||||
Other current assets | 37,172 | 518,677 | ||||||
Total current assets | $ | 193,620- | $ | 608,149 | ||||
Property, website, and computer equipment | 1,350,620 | 1,051,558 | ||||||
Less: Accumulated depreciation and amortization | (673,511 | ) | (517,571 | ) | ||||
Property, website, and computer equipment - Net | $ | 677,109 | $ | 533,987 | ||||
Other Assets | $ | 29,344 | $ | 62,204 | ||||
Investment in Related Parties | 1,999,644 | - | ||||||
Total Other Assets | $ | 2,028,988 | $ | 62,204 | ||||
Total Assets | $ | 2,899,717 | $ | 1,204,340 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
Current liabilities: | ||||||||
Short term borrowings | $ | 2,357,101 | $ | 3,400,000 | ||||
Short term borrowings - related party | 2,956,655 | 2,180,533 | ||||||
Accounts payable | 2,502,197 | 2,251,951 | ||||||
Accounts payable - related party | 26,396 | 26,396 | ||||||
Note derivative liability | 349,934 | 180,632 | ||||||
Note derivative liability - related party | 1,800,933 | 2,425,473 | ||||||
Other current liabilities | 2,669,472 | 2,207,830 | ||||||
Other current liabilities - related party | 489,880 | 251,386 | ||||||
Deferred Revenue | - | 756,262 | ||||||
Total current liabilities | $ | 13,152,568 | $ | 13,680,463 | ||||
Commitments and contingencies | ||||||||
Stockholders' Deficit : | ||||||||
Common stock, $0.001 par value, 200,000,000 shares authorized as of September 30, 2010 and December 31, 2009, 84,131,812 and 58,793,311 issued and outstanding at September 30, 2010 and December 31, 2009, respectively | $ | 84,131 | $ | 58,793 | ||||
Preferred stock,$.001 par value of 50,000,000 shares authorized and no shares issued | - | - | ||||||
Additional paid in capital | 20,734,530 | 17,744,799 | ||||||
Accumulated deficit | (31,071,512 | ) | (30,279,715 | ) | ||||
Total stockholders' deficit | $ | (10,252,851 | ) | $ | (12,476,123 | ) | ||
Total Liabilities and Stockholders' Deficit | $ | 2,899,717 | $ | 1,204,340 |
(unaudited)
|
| March 31, 2023 |
|
| December 31, 2022 |
| ||
|
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
|
| ||
Cash & cash equivalents |
| $ | 127,943 |
|
| $ | 391,970 |
|
Accounts receivable, net |
|
| 903,541 |
|
|
| 975,107 |
|
Other current assets |
|
| 80,851 |
|
|
| 13,981 |
|
Total current assets |
|
| 1,112,335 |
|
|
| 1,381,058 |
|
Operating Lease right of use asset |
|
| 4,597 |
|
|
| 16,156 |
|
Property, equipment, and software, net |
|
| 4,899 |
|
|
| 8,715 |
|
Investments |
|
| 300,000 |
|
|
| 300,000 |
|
Intangible assets, net |
|
| 1,581,003 |
|
|
| 1,659,513 |
|
Goodwill |
|
| 1,299,144 |
|
|
| 1,299,144 |
|
|
|
|
|
|
|
|
|
|
Total assets: |
| $ | 4,301,978 |
|
|
| 4,664,586 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 364,428 |
|
| $ | 441,757 |
|
Operating Lease Liability, current |
|
| 5,716 |
|
|
| 18,690 |
|
Accrued Interest |
|
| 1,722,341 |
|
|
| 1,569,999 |
|
Accrued payroll & related items |
|
| 89,648 |
|
|
| 125,172 |
|
Derivative liability |
|
| 421,132 |
|
|
| 611,625 |
|
Short-term borrowings – net of discount |
|
| 2,931,428 |
|
|
| 2,881,428 |
|
Short-term borrowings- related party |
|
| 1,350,000 |
|
|
| 1,350,000 |
|
Total current liabilities |
|
| 6,884,693 |
|
|
| 6,998,671 |
|
|
|
|
|
|
|
|
|
|
Long-term borrowings – net of discount |
|
| 3,076,547 |
|
|
| 3,076,547 |
|
Operating lease liability, noncurrent |
|
| - |
|
|
| - |
|
Total liabilities |
|
| 9,961,240 |
|
|
| 10,075,218 |
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity: |
|
|
|
|
|
|
|
|
Preferred stock undesignated; no par value; 10,000,099 authorized; no shares issued and outstanding, respectively. |
|
| - |
|
|
| - |
|
Preferred stock series A; $0.001 par value; 250 shares authorized; 249.9 and 249.9 shares issued and outstanding, respectively. |
|
| - |
|
|
| - |
|
Preferred stock series B; $0.001 par value; 51 shares authorized; 51 and 51 shares issued and outstanding, respectively. |
|
|
|
|
|
| - |
|
Preferred Stock series C; $0.001 par value; 50,000,000 shares authorized; 608,585 and 608,585 shares issued and outstanding, respectively. |
|
| 609 |
|
|
| 609 |
|
Common stock, $0.001 par value, 30,000,000,000 shares authorized, 16,400,026,956 and 16,400,026,956 shares issued and outstanding, respectively. |
|
| 16,400,027 |
|
|
| 16,400,027 |
|
Additional paid in capital |
|
| 48,317,209 |
|
|
| 48,317,209 |
|
Accumulated deficit |
|
| (70,432,902 | ) |
|
| (70,188,859 | ) |
Deficit attributable to Beyond Commerce, Inc stockholder |
|
| (5,715,057 | ) |
|
| (5,471,014 | ) |
Equity attributable to noncontrolling interest |
|
| 55,795 |
|
|
| 60,382 |
|
Total stockholders’ deficit |
|
| (5,659,262 | ) |
|
| (5,410,632 | ) |
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficit |
| $ | 4,301,978 |
|
| $ | 4,664,586 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
F-1 |
Table of Contents |
BEYOND COMMERCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
2010 | 2009 | |||||||
Revenues | $ | 26,454 | $ | 240,078 | ||||
Operating expenses | ||||||||
Cost of products sold, net | $ | 30,808 | $ | 42,175 | ||||
Selling general & administrative | 368,522 | 1,340,621 | ||||||
Selling general & administrative - Related party | 8,778 | 6,930 | ||||||
Professional fees | 376,605 | 732,310 | ||||||
Professional fees - Related party | - | 77,740 | ||||||
Depreciation and amortization | 68,127 | 48,473 | ||||||
Total cost and operating expenses | $ | 852,840 | $ | 2,248,249 | ||||
Income(Loss) from operations | (826,386 | ) | (2,008,171 | ) | ||||
Non-operating income (expense) | ||||||||
Interest expense | (165,285 | ) | (3,077,482 | ) | ||||
Interest expense - Related party | (20,833 | ) | (62,800 | ) | ||||
Income/(expense) related to derivative | 3,889,275 | (2,942,287 | ) | |||||
Total non-operating Income (expense) | $ | 3,703,157 | $ | (6,082,569 | ) | |||
Income (Loss) from continuing operations before income taxes | 2,876,771 | (8,090,740 | ) | |||||
Gain (Loss) from discontinued operations net of income taxes | (9,980 | ) | (444,605 | ) | ||||
Provisions for income tax | - | - | ||||||
Income (Loss) before equity income (Loss) of Investee | $ | 2,866,791 | $ | (8,535,345 | ) | |||
Loss from equity method of investee | (970,911 | ) | - | |||||
Net income (loss) | $ | 1,895,880 | $ | (8,535,345 | ) | |||
Net income (loss) per common share - basic and diluted | $ | .04 | $ | (0.18 | ) | |||
Net income (loss) per common share-basic and diluted-continuing operations | $ | .05 | $ | (0.17 | ) | |||
Net income (loss) per common share-basic and diluted-discontinued operations | $ | (0.00 | ) | $ | (0.01 | ) | ||
Weighted average number of common shares outstanding | 77,884,383 | 46,619,719 |
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
|
| 2023 |
|
| 2022 |
| ||
Revenues |
| $ | 910,869 |
|
| $ | 1,009,408 |
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
Cost of revenue |
|
| 218,832 |
|
|
| 286,119 |
|
Selling, general and administrative |
|
| 125,807 |
|
|
| 181,817 |
|
Payroll expense |
|
| 635,098 |
|
|
| 774,227 |
|
Professional Fees |
|
| 97,488 |
|
|
| 222,800 |
|
Depreciation and amortization |
|
| 82,326 |
|
|
| 95,990 |
|
Total operating expenses |
|
| 1,159,551 |
|
|
| 1,560,953 |
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| (248,682 | ) |
|
| (551,545 | ) |
|
|
|
|
|
|
|
|
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
Interest expense |
|
| (206,777 | ) |
|
| (147,662 | ) |
Change in derivative liability |
|
| 190,493 |
|
|
| 47,818 |
|
Other income (expense) |
|
| 16,336 |
|
|
| - |
|
Total non-operating income (expense) |
|
| 52 |
|
|
| (99,844 | ) |
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income tax |
|
| (248,630 | ) |
|
| (651,389 | ) |
|
|
|
|
|
|
|
|
|
Provision for income tax |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Consolidated net loss |
|
| (248,630 | ) |
|
| (651,389 | ) |
|
|
|
|
|
|
|
|
|
Noncontrolling interest |
|
| (4,587 | ) |
|
| (4,587 | ) |
Net loss |
| $ | (244,043 | ) |
| $ | (646,802 | ) |
|
|
|
|
|
|
|
|
|
Net income (loss) per common share-basic and diluted |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
|
|
|
|
|
|
|
|
|
Weighted average shares of capital outstanding – basic and diluted |
|
| 16,400,026,956 |
|
|
| 13,682,864,073 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
F-2 |
Table of Contents |
BEYOND COMMERCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
2010 | 2009 | |||||||
Revenues | $ | 577,354 | $ | 409,050 | ||||
Operating expenses | ||||||||
Cost of products sold, net | $ | 224,757 | $ | 62,670 | ||||
Selling general & administrative | 1,398,878 | 4,256,988 | ||||||
Selling general & administrative - related party | 3,220,967 | 37,268 | ||||||
Professional fees | 1,172,729 | 1,414,800 | ||||||
Professional fees - Related party | - | 233,380 | ||||||
Depreciation and amortization | 188,767 | 145,041 | ||||||
Loss on disposition of assets | 33,702 | - | ||||||
Total cost and operating expenses | $ | 6,239,800 | $ | 6,150,147 | ||||
Loss from operations | (5,662,446 | ) | (5,741,097 | ) | ||||
Non-operating income (expense) | ||||||||
Interest expense | (406,477 | ) | (7,597,971 | ) | ||||
Interest expense - Related party | (971,735 | ) | (62,800 | |||||
Gain on deconsolidation of subsidiary | 6,687,530 | - | ||||||
Income/(expense) related to derivative | 585,046 | 1,055,747 | ||||||
Total non-operating Income (expense) | $ | 5,894,364 | $ | (6,605,024 | ) | |||
Gain (loss) from continuing operations before income taxes | 231,918 | (12,346,121 | ) | |||||
Gain (Loss) from discontinued operations net of income taxes | 60,177 | (4,768,785 | ) | |||||
Provisions for income tax | - | - | ||||||
Gain (Loss) before equity income (Loss) of Investee | $ | 292,095 | $ | (17,114,906 | ) | |||
Loss from equity method of investee | (1,083,891 | ) | - | |||||
Net income (loss) | $ | (791,796 | ) | $ | (17,114,906 | ) | ||
Net income (loss) per common share - basic and diluted | $ | (.01 | ) | $ | (0.39 | ) | ||
Net income (loss) per common share-basic and diluted-continuing operations | $ | .00 | $ | (0.28 | ) | |||
Net income (loss) per common share-basic and diluted-discontinued operations | $ | (0.00 | ) | $ | (0.11 | ) | ||
Weighted average number of common shares outstanding | 72,679,602 | 43,737,435 |
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
|
| 2023 |
|
| 2022 |
| ||
Net (loss) |
| $ | (248,630 | ) |
| $ | (651,389 | ) |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Stock issued for services |
|
| - |
|
|
| 53,561 |
|
Amortization of debt discount |
|
| 50,000 |
|
|
| 17,708 |
|
Depreciation of ROU asset |
|
| 11,559 |
|
|
| 9,503 |
|
Depreciation and amortization |
|
| 82,326 |
|
|
| 95,990 |
|
Change in derivative liability |
|
| (190,493 | ) |
|
| (47,818 | ) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase) decrease in accounts receivable |
|
| 71,566 |
|
|
| (80,521 | ) |
(Increase) decrease in other current assets |
|
| (66,870 | ) |
|
| (1,160 | ) |
Increase (decrease) in accounts payable |
|
| (77,329 | ) |
|
| 68,998 |
|
Increase (decrease) in payroll liabilities |
|
| (35,524 | ) |
|
| 56,785 |
|
Increase (decrease) in other current liabilities |
|
| 139,368 |
|
|
| 119,431 |
|
Net cash (used in) in operating activities. |
|
| (264,027 | ) |
|
| (358,912 | ) |
Cash flows from investing activities : |
|
| - |
|
|
| - |
|
Cash flows from financing activities: |
|
| - |
|
|
| - |
|
Net increase (decrease) in cash and cash equivalents |
|
| (264,027 | ) |
|
| (358,912 | ) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning balance |
|
| 391,970 |
|
|
| 570,349 |
|
Cash and cash equivalents, ending balance |
| $ | 127,943 |
|
| $ | 211,437 |
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
|
|
Cash Paid For: |
|
|
|
|
|
|
|
|
Interest |
| $ | - |
|
| $ | - |
|
Income taxes |
| $ | - |
|
| $ | - |
|
Summary of Non-Cash Investing and Financing Information: |
|
|
|
|
|
|
|
|
Stock issued for conversion of debt |
| $ | - |
|
| $ | 150,000 |
|
Stock issued for conversion of Series C preferred stock |
| $ | - |
|
|
| 1,542,420 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
F-3 |
Table of Contents |
BEYOND COMMERCE, INC.
STATEMENT OF CASH FLOWS
For the nine month period ended September 30,
2010 | 2009 | |||||||
Net cash used in operating activities | $ | (277,985 | ) | $ | (6,584,380 | ) | ||
Cash flows from investing activities: | ||||||||
Cash paid to purchase property and equipment | (44,785 | ) | (9,665 | ) | ||||
Net cash used in investing activities | $ | (44,785 | ) | $ | (9,665 | ) | ||
Cash flows from financing activities: | ||||||||
Issuance of stock - net of offering costs | 100,000 | 20,000 | ||||||
Cash received from short term borrowings | 175,000 | 9,158,000 | ||||||
Payment on short term borrowings | (1,730,167 | ) | ||||||
Cash paid for debt financing fees | (826,500 | ) | ||||||
Net cash provided by financing activities | $ | 275,000 | $ | 6,621,333 | ||||
Discontinued Activates: | ||||||||
Net cash used in operating activities | $ | 41,802 | $ | 384,229 | ||||
Net cash used in investing activities | - | (511,603 | ) | |||||
Net cash provided by (used in) discontinued operations | 41,802 | (127,374 | ) | |||||
Net decrease in cash & cash equivalents | (5,968 | ) | (100,086 | ) | ||||
Cash & cash equivalents, beginning balance | 7,205 | 100,086 | ||||||
Cash & cash equivalents, ending balance | $ | 1,237 | $ | - |
(Unaudited)
|
| Preferred Stock A |
|
| Preferred Stock B |
|
| Preferred Stock C |
|
| Common Stock |
|
| Additional |
|
|
|
| Non |
|
| Total |
| |||||||||||||||||||||||||
|
| Shares |
|
| Par Value |
|
| Shares |
|
| Par Value |
|
| Shares |
|
| Par Value |
|
| Shares |
|
| Par Value |
|
| Paid in Capital |
|
| Accumulated Deficit |
|
| Controlling Interest |
|
| Stockholders’ Deficit |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance December 31, 2021 |
|
| 249.9999 |
|
| $ | - |
|
|
| 51 |
|
| $ | - |
|
|
| 842,002 |
|
| $ | 842 |
|
|
| 13,390,287,415 |
|
| $ | 13,390,287 |
|
| $ | 51,073,155 |
|
| $ | (67,808,598 | ) |
| $ | 78,728 |
|
| $ | (3,265,586 | ) |
Common Stock issued for employment agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 133,902,874 |
|
|
| 133,903 |
|
|
| (80,342 | ) |
|
|
|
|
|
|
|
|
|
| 53,561 |
|
Common stock issued for conversion of preferred stock series C |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (154,242 | ) |
|
| (154 | ) |
|
| 1,542,420,000 |
|
|
| 1,542,420 |
|
|
| (1,542,266 | ) |
|
|
|
|
|
|
|
|
|
| - |
|
Common stock issued for debt conversion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 375,000,000 |
|
|
| 375,000 |
|
|
| (225,000 | ) |
|
|
|
|
|
|
|
|
|
| 150,000 |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (646,802 | ) |
|
| (4,587 | ) |
|
| (651,389 | ) |
Balance March 31, 2022 |
|
| 249.9999 |
|
| $ | - |
|
|
| 51 |
|
| $ | - |
|
|
| 687,760 |
|
| $ | 688 |
|
|
| 15,441,610,289 |
|
| $ | 15,441,610 |
|
| $ | 49,225,547 |
|
| $ | (68,455,400 | ) |
| $ | 74,141 |
|
| $ | (3,713,414 | ) |
| ||||||||||||||||||||||||||||||||||||||||||||||||
Balance December 31, 2022 |
|
| 249.9999 |
|
| $ | - |
|
|
| 51 |
|
| $ | - |
|
|
| 608,585 |
|
| $ | 609 |
|
|
| 16,400,026,956 |
|
| $ | 16,400,027 |
|
| $ | 48,317,209 |
|
| $ | (70,188,859 | ) |
| $ | 60,382 |
|
| $ | (5,410,632 | ) |
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (244,043 | ) |
|
| (4,587 | ) |
|
| (248,630 | ) |
Balance March 31, 2023 |
|
| 249.9999 |
|
| $ | - |
|
|
| 51 |
|
| $ | - |
|
|
| 608,585 |
|
| $ | 609 |
|
|
| 16,400,026,956 |
|
| $ | 16,400,027 |
|
| $ | 48,317,209 |
|
| $ | (70,432,902 | ) |
| $ | 55,795 |
|
| $ | (5,659,262 | ) |
F-4 |
Table of Contents |
BEYOND COMMERCE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(unaudited)
NOTE 1 -1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Beyond Commerce, Inc., formerly known as BOOMj, Inc. (the “Company”, “we” and “we”“our”), ishas a multi-facetedplanned business serving as a media hub for high traffic web properties,objective to develop, acquire, and deploy disruptive strategic software technology and market-changing business models through selling our own products and the acquisitions of existing companies. The Company currently owns and operates synergistic technology,a data company and is actively seeking acquisition opportunities in Ad Networking,high growth sectors such as psychedelics, cryptocurrency, ESports and E-Commerce. Our initial business was BOOMj.com, Inc. a niche portal and social networking site for Baby Boomers and Generation Jones.This migrated into our E-Commerce platform known as i-SUPPLY, an online storefront that offered easy to use, fully customizable E-commerce services, and revenue solutions for any third party Web site large or small, and hosted local ads, providing extensive reach for our proprietary advertising partner network platform.
Basis of Presentation
The condensed consolidated financial statements and the notes thereto for the periodsthree months ended September 30, 2010March 31, 2023 and 20092022 included herein have been prepared by managementinclude the accounts of the Company, its wholly-owned subsidiary Service 800 Inc., and are unaudited. SuchCustomer Centered Strategies, LLC (“CCS”), which the Company has an 80% investment interest.
The condensed consolidated financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated and in order to make the financial statements not misleading. All such adjustments are of a normal recurring nature except for those pertaining to the divestiture described in Note 15, the acquisition described in Note 16 and related to the derivatives in Note 7 and 8. These interim results are not necessarily indicative of the results for any subsequent period or for the fiscal year ending December 31, 2010.
NOTE 2. SELECTED ACCOUNTING POLICIES
Interim Financial Statements
These unaudited condensed consolidated financial statements as of and for the three (3) months ended March 31, 2023 and 2022, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America.
These interim unaudited condensed consolidated financial statements should be read in conjunction with the auditedCompany’s consolidated financial statements and the notes thereto for the fiscal yearyears ended December 31, 20092022 and 2021, respectively, which are included in the Company’s December 31, 2022 Annual Report on Form 10-K filed with the SECUnited States Securities and Exchange Commission on April 21, 2010.
Use of Estimates
The preparation of consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the line item “Loss from equity method investee” in the consolidated statementsreported amounts of operations. Any excess of the carrying value of the investment over the underlying net equity of the investee is evaluated each reporting period for impairment.
Estimates are not expected to have an impact on the consolidated financial results as this guidance only relates to additional disclosures.
F-5 |
Table of Contents |
|
| March 31, 2023 Fair Value Measurements |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total Fair Value |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative Liabilities |
| $ | - |
|
| $ | - |
|
| $ | 421,132 |
|
| $ | 421,132 |
|
Total |
| $ | - |
|
| $ | - |
|
| $ | 421,132 |
|
| $ | 421,132 |
|
|
| December 31, 2022 Fair Value Measurements |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total Fair Value |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative Liabilities |
| $ | - |
|
| $ | - |
|
| $ | 611,625 |
|
| $ | 611,625 |
|
Total |
| $ | - |
|
| $ | - |
|
| $ | 611,625 |
|
| $ | 611,625 |
|
Derivative liability as of December 31, 2022 |
| $ | 611,625 |
|
Change in derivative liability during the period |
|
| (190,493 | ) |
Balance at March 31, 2023 |
| $ | 421,132 |
|
Management considers all of its derivative liabilities to be Level 3 liabilities. There were no movements between levels during 2010
Revenue Recognition
The Company recognizes revenue in accordance with FASB ASC Subtopic 606-10, Revenue Recognition. We recognize revenue as we transfer control of deliverables (products, solutions and services) to our customers in an amount reflecting the consideration to which we expect to be entitled. To recognize revenue, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. We account for a contract based on the terms and conditions the parties agree to, the contract has commercial substance and collectability of consideration is probable. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience.
The majority of the Company’s revenue is generated by the completion of a survey. Revenue is recognized and customers are billed at the point in time a survey occurs or 2009. At September 30, 2010when a related service is complete. The Company may require a deposit from new customers for set up costs or as down payments. These amounts are not significant to the financial statements.
Valuation of Derivative Instruments
ASC 815 “Derivatives and December 31, 2009Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company had outstandinguses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liabilities,liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts, and recognizes a net gain or loss on debt extinguishment.
F-6 |
Table of Contents |
Management used the following inputs to value the Derivative Liabilities for the three months ended March 31, 2023:
|
| March 31, 2023 Derivative Liability |
| |
Expected term |
| 1 year |
| |
Exercise price |
| $ | 0.00008 |
|
Expected volatility |
|
| 332 | % |
Expected dividends |
| None |
| |
Risk-free rate |
|
| 4.64 | % |
Recent Accounting Pronouncements
Recent accounting pronouncements issued by the FASB, including those from related partiesits Emerging Issues Task Force, the American Institute of $2,150,867and $2,606,105
The Company will continue to monitor these emerging issues to assess any potential future impact on its internet website. Revenue for this subsidiary is recorded pursuant to FASB Topic 605 Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonably assured.
NOTE 3 -3. GOING CONCERN
The Company'sCompany’s financial statements are prepared using generally accepted accounting principles,GAAP, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. During the three and nine months ended September 30, 2010,Because of recent events, the Company generated a consolidated net gainof $1,895,881and a consolidated net losscannot state with certainty of $791,796 respectively. As of September 30, 2010, there is an accumulated deficit of $31,071,512and a working capital deficiency of $12,958,947. The Company will need to raise additional capital and/or obtain financing in order to continue its operations. In addition, certain secured promissory notes matured on January 31, 2010 and we were unable to pay our secured convertible promissory note holders the amounts due to them. Under the terms of the notes, the holders may at any time elect to declare a default and foreclose on essentially all of our assets. In addition, promissory notes that we issued to OmniReliant alsocontain cross default provisions, such that those notes are also in default due to the default on the secured convertible promissory notes. The total principal amount outstanding on these notes as of September 30, 2010 was $1,623,322 and as of October 15th were in payment default. In addition, in February and June 2010, the US Treasury placed liens on essentially all of the assets of Boomj.com Inc. because of approximately $900,000 of unpaid payroll taxes. These factors, and our lack of ability to meet our obligations from current operations, and the need to raise additional capital to accomplish our objectives, create a substantial doubt about our ability to continue as a going concern.
The Company has suffered losses from operations and has a working capital deficit, and negative cash flows from operations which raise substantial doubt about its ability to continue as a going concern. As of March 31, 2023, the accumulated deficit was $70,432,902 and the negative working capital was $5,772,358. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in attempting to raise capital from additional debt and equity financing. Due to its limitednominal revenues, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue.revenue, including through the acquisition of Service 800 and CCS or through a merger transaction with a well-capitalized entity. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. If we are unable to obtain additional funds, or if the funds cannot be obtained on terms favorable to us, we will be required to delay, scale back or eliminate our plans to continue to develop and expand our operations or in the extreme situation, cease operations altogether.
F-7 |
Table of Contents |
NOTE 4 - PROPERTY, WEBSITE4. INVESTMENTS
On November 23, 2021, the Company entered into a simple agreement for future equity (the “SAFE”) with Cityfreighter, Inc. (“Cityfreighter”), pursuant to which the Company invested $250,000 (the “Purchase Amount”). Cityfreighter is a California based developer of electric low-floor trucks for the last mile delivery industry. Beyond Commerce received customary representations and warranties from Cityfreighter. The SAFE provides the Company with the right to either (a) future equity in Cityfreighter when it completes an Equity Financing (as defined below), or (b) future equity in Cityfreighter or cash proceeds if there is a liquidity or dissolution event.
On December 2, 2021 the Company executed a binding Letter of Intent (“LOI”) with Elettricars (of Italy) to attain the exclusive U.S. rights to its low-speed electric vehicle (“LSEV”). Elettricars is focused on manufacturing and commercializing a low-speed electric vehicle (“LSEV”), a 4-wheeled motor vehicle, not an ATV, with a top speed of 25 mph and weighs less than 3,000 lbs. The Company paid Elettricars an initial payment in the amount of $50,000 in connection with the execution of a Definitive Agreement, which was being held in escrow. During the first quarter ended March 31, 2022, the parties determined not to proceed with the transaction and the $50,000 in escrow was returned to the Company.
On April 8, 2022, the Company executed a binding Letter of Intent (“LOI”) with Electric Built, Inc., headquartered in Inglewood, California. The acquisition will provide the Company exclusive access to Electric Built’s commercial business know-how, intellectual property, and business relationships and operations in electric vehicle fleet service. The Company paid Electric Built an initial payment in the amount of $50,000 in shares of restricted common stock of Beyond Commerce in connection with the execution of a Definitive Agreement, which shares are being held in escrow. If the closing has not occurred prior to the termination date in the Definitive Agreement, Electric Built shall release such shares and return the shares to the Company.
The Company and Electric Built entered into a Stock Purchase Agreement (the “SPA”) dated as of June 27, 2022, setting forth the definitive terms and condition for the Transaction, whereby the Company would acquire, for a balance of $950,000 in the form of shares of the Company’s common stock, all equity of Electric Built. Pursuant to the SPA, the SPA is subject to termination if due diligence review and required conditions for closing have not been satisfied by September 20, 2022 (the “Termination Date”).
On September 14, 2022, the Company and Electric Built entered into a First Amendment to the SPA (the “Amendment”), whereby the Termination Date was extended until October 31, 2022, and then, on October 24, 2022, Electric Built requested that the October 2022 Termination Date be extended (the “Extension”), to accommodate Electric Built’s need to relocate its operations, among other reasons. The Company has accepted such request and the SPA, as amended by the Amendment, is subject to the Extension.
NOTE 5. SHORT- AND COMPUTER EQUIPMENT
Short-term and Long-term borrowings, consist of the following: |
| March 31, |
|
| December 31, |
| ||
Short term debt; |
| 2023 |
|
| 2022 |
| ||
Convertible Promissory Notes, bearing an annual interest rate of 24% secured, past due |
| $ | 112,259 |
|
| $ | 112,259 |
|
Short-Term Note – Jean Mork Bredeson cash deficit holdback, 15%, past due |
|
| 210,000 |
|
|
| 210,000 |
|
Short-Term Note – Jean Mork Bredeson purchase allocation, 15%, past due |
|
| 1,409,169 |
|
|
| 1,409,169 |
|
Convertible promissory note, related party interest rate 2.0% |
|
| 1,350,000 |
|
|
| 1,350,000 |
|
Note payable – Discover Growth Fund, 20% OID, prime rate, due 04/01/2023 |
|
| 1,200,000 |
|
|
| 1,200,000 |
|
|
|
|
|
|
|
|
|
|
Total short-term debt |
| $ | 4,281,428 |
|
| $ | 4,281,428 |
|
Long term debt; |
|
|
|
|
|
| ||
Funding from the SBA Program, annual interest of 3.75%, due 03/30/2051 |
|
| 150,000 |
|
|
| 150,000 |
|
Promissory Note – Jean Mork Bredeson, interest rate 5.5%, due 2/28/2022, past due |
|
| 2,100,000 |
|
|
| 2,100,000 |
|
Senior Secured Redeemable Debenture, bearing an annual interest rate of 16%, due 12/31/2021, long term, past due |
|
| 826,547 |
|
|
| 826,547 |
|
Total short-term and long-term borrowings, before debt discount |
|
| 7,357,975 |
|
|
| 7,357,975 |
|
Less debt discount |
|
| - |
|
|
| (50,000 | ) |
Total short-term and long-term borrowings, net |
| $ | 7,357,975 |
|
| $ | 7,307,975 |
|
Short-term and Long-term borrowings, consist of the following: |
|
|
|
|
|
|
|
|
Short-term borrowings – net of discount |
| $ | 4,281,428 |
|
| $ | 4,231,428 |
|
Long-term borrowings – net of discount |
|
| 3,076,547 |
|
|
| 3,076,547 |
|
Total Short-Term and long term borrowings – net of discount |
| $ | 7,357,975 |
|
| $ | 7,307,975 |
|
F-8 |
Table of Contents |
On November 27, 2018, the Company received funding in conjunction with a convertible promissory note and equipmenta security purchase agreement dated November 27, 2018, in the amount of $250,000. The lender was Auctus Fund LLC. The notes have a maturity of August 27, 2019 and interest rate of 12% per annum and are convertible at September 30, 2010a price of 60% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty-five (25) trading days immediately prior to conversion. Additionally, if the stock price falls below par value, additional shares will be issued at the lower conversion rate so that stocks continue to be issued at par value. The note may be prepaid but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company is currently negotiating an extension with the noteholder as it is currently past due. As a result of a default provision, the interest rate has increased to 24% and additional principal was added in the amount of $15,000. As of March 31, 2023, the outstanding balance with accrued interest was $178,812.
On December 31, 2019, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with TCA Special Situations Credit Strategies ICAV, an Irish collective asset vehicle (the “Buyer” or “TCA ICAV”), and TCA Beyond Commerce, LLC, a Wyoming limited liability company (“TCA Beyond Commerce”), pursuant to which the Buyer purchased from the Company a senior secured redeemable debenture having an initial principal amount of $900,000 and an interest rate of 16% per annum (the “Initial Debenture”).
The Initial Debenture, and any future debentures that may be purchased by Buyer pursuant to the Securities Purchase Agreement (the “Additional Debentures”), is secured through an unconditional and continuing security interest in all of the assets and properties, including after acquired assets, of the Company and each of its subsidiaries, which are acting as guarantors with respect to the Company’s obligations under the Initial Debenture and any Additional Debentures, pursuant to that certain Security Agreement, dated December 31, 2019, entered into by the Company and TCA Beyond Commerce in favor of the Buyer (the “Security Agreement”). The maturity date on this security is December 31, 2021. During the year ended December 31, 2020 the Company paid $73,453 to reduce the loan balance. The balance of the loan payable on the Company’s books as of March 31, 2023 and December 31, 2009 consisted2022 was $826,547.
In May 2020, the SEC appointed a Receiver to close down the TCA Global Master Fund, L.P. over allegations of accounting fraud. The amount recorded by the Company as being owed to TCA was based on TCA’s application of prior payments made by the Company. On April 13, 2023, the Company received a Notice of Default and Demand for Payment for $933,687. The Company believes that prior payments of principal and interest may have been applied to unenforceable investment banking and other fees and charges. It is the Company’s position that the amount owed to TCA is less than the amount set forth above. Our attorney has contacted counsel for TCA to discuss prompt settlement of this matter.
Effective February 28, 2019 as a component of the following unaudited:
2010 | 2009 | |||||||
Office and computer equipment | $ | 166,054 | $ | 275,122 | ||||
Website | 1,184,566 | 776,436 | ||||||
Total property, website and computer equipment | 1,350,620 | 1,051,558 | ||||||
Less: accumulated depreciation | (673,511 | ) | (517,571 | ) | ||||
Total property, website and computer equipment | $ | 677,110 | $ | 533,987 |
F-9 |
Table of Contents |
As a component of the Service 800 transaction, in lieu of the entire cash payment of $2,100,000 being made to Ms. Bredeson, a $210,000 amount was to be withheld until May 30, 2019 and continues to be outstanding. This note does not carry any interest obligations. Also, as all cash and accounts receivables at September 30, 2010the effective date of the closing were to be retained by Ms. Bredeson, this allocation of cash is to be distributed quarterly on a non interest basis as true-ups are derived, which amounted to $1,409,169 as of March 31, 2023 and December 31, 2009 consisted2022. Although holdbacks did not initially include interest obligations, we agreed to begin accruing interest at 15% in October 2019. The amount of accrued interest relating to the following unaudited:
2010 | 2009 | |||||||
Prepaid commissions | $ | - | $ | 294,872 | ||||
Credit Card processor retentions | 11,259 | 132,606 | ||||||
Other | 25,913 | 91,199 | ||||||
Total | $ | 37,172 | $ | 518,677 |
2010 | 2009 | |||||||
Rent Deposits | $ | 25,985 | $ | 31,763 | ||||
Credit Card Reserve | 431 | 20,084 | ||||||
Vendor Deposit | 2,928 | 10,357 | ||||||
TOTAL | $ | 29,344 | $ | 62,204 |
2010 | 2009 | |||||||
Accrued interest | $ | 648,349 | $ | 508,554 | ||||
Accrued interest - related party | 374,970 | 180,720 | ||||||
Accrued commission | - | 7,272 | ||||||
Accrued payroll and related expenses | 728,635 | 523,240 | ||||||
Accrued payroll and related expenses – related party | 79,310 | |||||||
Payroll tax liability | 1,015,945 | 1,018,325 | ||||||
Credit Cards | 106,480 | 84,682 | ||||||
Other | 170,063 | 65,757 | ||||||
Other- related party | 35,600 | 70,666 | ||||||
Total other current liabilities | $ | 3,159,352 | $ | 2,459,216 |
NOTE 7 - SHORT TERM BORROWINGS – unaudited | 9/30/2010 | 12/31/2009 | ||||||
Note payable to Carole Harder bearing an annual interest rate of 12%, unsecured, due 1/31/10* | $ | 190,000 | $ | 190,000 | ||||
Convertible Promissory Notes, bearing an annual interest rate of 12%, secured, due 1/31/10* | 1,910,000 | 2,210,000 | ||||||
Convertible Promissory Notes, bearing an annual interest rate of 18%, secured, due 5/16/10 | 1,333,333 | 1,333,333 | ||||||
Convertible Promissory Notes due 10/15/2010 | 141,663 | 141,663 | ||||||
Convertible Promissory Notes due 10/15/2010 | 291,665 | 291,665 | ||||||
Convertible Promissory Notes due 10/15/2010 | 116,666 | 116,666 | ||||||
Convertible Promissory Notes due10/15/2010 | 373,332 | 373,332 | ||||||
Convertible Promissory Notes due 10/15/2010 | 699,996 | 699,996 | ||||||
Sundry Bridge Notes, bearing an annual interest rate 12%, unsecured, due - 1/31/2010* | 200,000 | 1,000,000 | ||||||
Convertible Promissory Notes due 2/26/2011 | 150,000 | - | ||||||
Total principal | $ | 5,406,655 | $ | 6,356,655 | ||||
Less: unamortized debt discount | (92,899 | ) | (776,122 | ) | ||||
Net balance | $ | 5,313,756 | $ | 5,580,533 |
On March 30, 2021 the date of these financial statements for failureCompany through its Service 800 Inc. subsidiary, received $150,000 in funding in conjunction with a promissory note under the SBA Loan Program. Borrower will be obligated to payrepay to the Bank the total outstanding balance remaining due under the Loan, including principal and accruedinterest. This loan is a 30-year term note, bearing 3.75% interest at Maturity.
On July 19, 2021, the Company issued a convertible promissory notesnote (the “Note”) in favor of Geordan G. Pursglove, the Company’s Chairman and Chief Executive Officer, in the principal amount of $1,500,000, in satisfaction of Mr. Pursglove’s accrued salary owing of $1,239,800 and recognized a $260,200 loss on extinguishment of debt. The Note accrues interest at 2% per annum, with the principal and interest payments due in twelve equal monthly installments. At the holder’s election, the Note is convertible into shares of the CompanyCompany’s common stock, at a price per share equal to 100% of the average closing price of the Company’s common stock for the five trading days immediately preceding the date of such conversion rate(the “Conversion Price”). The cash maturity date is July 19, 2022. There was a conversion of $0.10 per share. Total principal converted was $150,000 which was converted into 1,500,000during the first quarter of 2022, and the Company issued 375,000,000 shares of common stock at the quoted stock price at the date of conversion of $0.0004 per shares. The amount of accrued interest payable on the $1,350,000 note payable was $47,035 as of March 31, 2023.
On April 1, 2022, the Company common stock. Total accrued interest was $42,100entered into a promissory note (the “Note”) in favor of Discover Growth Fund, LLC (the “Discover”), in the aggregate principal amount of $1,200,000 for which the Company received $1,000,000 in cash, reflecting an original issuance discount of 20%, with repayment to be made not later than April 1, 2023. Pursuant to the Note, at any time and was converted into 420,979 sharesfrom time to time Discover may, in its sole discretion, subject to certain ownership limitations, convert all or any portion of the Company common stock.Inthen outstanding balance of the third quarter of 2010, two of our note holders converted principal and interest of their convertible promissory notesNote into shares of the Company common stock at a conversion rate of $0.10 per share. Total principal converted was $150,000, which was converted into 1,500,000 shares of the Company common stock. One of our note holders converted principal and interest of their convertible promissory notes into shares of the Company common stock at a conversion rateprice per share equal to the closing bid price on March 31, 2022 of $0.20 per share. Total principal converted was $800,000, which was converted into 4,000,000 shares$ 0.0003. The Company recorded a debt discount of the Company common stock. Total accrued interest$200,000 for the three shareholdersoriginal issue discount amortizable over the succeeding twelve months in accordance with ASC 835-30-45. Accrued interest payable as of March 31, 2023 was $100,422 and was converted into 717,500 shares of the Company common stock.
NOTE 8 - 6.COMMON STOCK WARRANTS AND PAID IN CAPITAL
Common Stock
As of September 30, 2010March 31, 2023, our authorized capital stock consisted of 200,000,00030,000,000,000 shares of common stock, par value $.001$0.001 per share of which wehad 84,131,812 issued and outstanding shares of common stock. share.
The Company issued 25,338,501sharesdid not issue any shares of common stock during the ninemonth periodthree months ended September 30, 2010.
There were 16,400,026,956 shares of common stock issued and outstanding as of March 31, 2023 and December 31, 2022.
During the three months ended March 31, 2022, the Company issued 375,000,000 shares valued at $150,000 at a price per share of $ 0.0004 for the conversion of certain debt and accrued interest into shares of our stock and extinguishment of debt. Additionally, the Company issued 1,542,420,000 shares valued at $1,542,420 at a price per share of $ 0.001 for the conversion of Series C Preferred Stock and issued 133,902,874 shares valued at $53,561 at a price per share of $ 0.0004 as part of the Company’s employment agreement with the Chief Financial Officer.
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Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.
Preferred Stock
As of March 31, 2023, the Company issued 700,000is authorized to issue up to 60,000,400 shares of the Company’s unrestricted commonpreferred stock, valued at $21,000 for professional services received.
We have designated 250 shares of the Company's unrestricted common stock valued at $ 480,000 for consultingSeries A Convertible Preferred Stock, par value of $0.001 per share (the “Series A Preferred Stock”). As of March 31, 2023 and investment bankingservices in connection with various mergerDecember 31, 2022 and acquisition strategies
The Series A Preferred Stock will, with respect to each holder of the Series A Preferred Stock, be entitled to three million (3,000,000) votes for each share of Series A Preferred Stock standing in his, her or its name on the books of the corporation. Each share of Series A Preferred Stock is convertible, at the option of the holder, into one million shares of Common Stock. The Series A Preferred Stock is entitled, in the event of any voluntary liquidation, dissolution or winding up of the Corporation, to receive payment or distribution of a preferential amount before any payments or distributions are received by any class or series of common stock. Subject to the prior or equal rights of the holders of all classes of stock at the time outstanding having prior or equal rights as to an investor for conversiondividends and ranking ahead of $50,000 note payablethe Common Stock, the holders of the Series A Preferred Stock shall be entitled to therefore receive, when and accrued interest.
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We have designated 51 shares of unrestrictedSeries B Convertible Preferred Stock, par value of $0.001 per share (the “Series B Preferred Stock”). One (1) share of the Series B Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total number of votes of the issued and outstanding shares of common stockCommon Stock and other Preferred Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For the avoidance of doubt, if the total number of votes of the issued and outstanding shares of Common Stock and other Preferred Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series B Preferred Stock shall be equal to 102,036 (e.g., ((0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).
With respect to all matters upon which stockholders and debtare entitled to vote or to which stockholders are entitled to give consent, the holders of Adjuice, Inc. which the Company acquired.
As of March 31, 2023 and December 31, 2022, there were 51 shares of unrestrictedSeries B Preferred Stock issued and outstanding.
We have designated 50,000,000 shares of common stockSeries C Convertible Preferred Stock, par value of $0.001 per share (the “Series C Preferred Stock”).
The Series C Preferred Stock will, with respect to an investor for conversiondividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) pari passu with the Corporation’s Common Stock, $0.001 par value per share (“Common Stock”); (b) junior to all other series of $50,000 note payablePreferred Stock, as such may be designated as of the date of this Designation, or which may be designated by the Corporation after the date of this Designation (the “Other Preferred”), and accrued interest.
Holders of the Series C Preferred Stock shall vote on all matters requiring a vote of the shareholders of the Corporation, together with the holders of shares of unrestricted sharesCommon Stock and other classes of common stockPreferred Stock entitled to an investor for conversionvote, as a single class. Subject to the applicable beneficial ownership limitation, each Holder shall be entitled to the whole number of $50,000 note payable and accrued interest.
Exercise Price | Outstanding December 31st, 2009 | Issued in 2010 | Transferred/ Exercised | Outstanding September 30, 2010 | ||||||||||||||
$ | 0.01 | 113,520 | (1) | 113,520 | ||||||||||||||
$ | 0.10 | 109,008,215 | 1,500,000 | 55,000 | 110,563,215 | |||||||||||||
$ | 0.30 | 30,300 | 30,300 | |||||||||||||||
$ | 0.50 | 101,000 | (1) | 101,000 | ||||||||||||||
$ | 0.70 | 1,244,116 | (15,000 | ) | 1,229,116 | |||||||||||||
$ | 0.90 | - | ||||||||||||||||
$ | 0.93 | 3,127,860 | 3,127,860 | |||||||||||||||
$ | 1.00 | 2,743,246 | (40,000 | ) | 2,703,246 | |||||||||||||
$ | 2.40 | 132,310 | (1) | 132,310 | ||||||||||||||
116,500,567 | 1,500,000 | - | 118,000,567 |
During the first quarter of 2022, 154,242 shares issuable under the 2008 Equity Incentive Plan by 10,000,000of Series C Convertible Preferred Stock were converted to a total of 17,000,000 shares. On July 24, 2009 the Plan was submitted to, and approved by our stockholders at the 2009 Annual Meeting of stockholders. Under the 2008 Equity Incentive Plan, we are currently authorized to grant options, restricted stock and stock appreciation rights to purchase up to 17,000,0001,542,420,000 shares of common stockstock.
At March 31, 2023 and December 31, 2022 there were 608,585 shares of Series C Convertible Preferred Stock issued and outstanding.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Legal Matters
A complaint against the Company, dated February 5, 2020, has been filed in Hennepin County, Minnesota, by Jean Mork Bredeson, the former President and former owner of Service 800, making certain claims related to ourthe Company’s acquisition of Service 800, seeking in excess of $1.6 million in damages. On March 16, 2020, the Company and Service 800 filed an answer, counterclaim and third-party claim against Ms. Bredeson and defendants Allen Bredeson and Jeff Schwedinger, former employees officers, directors, consultantsof Service 800. Answers and advisors. AwardsAffirmative and Additional Defenses to Third Party Claims were filed by Ms. Bredeson on April 7, 2020 and by Mr. Schwedinger on April 9, 2020 and, on April 24, 2020, Ms. Bredeson filed a Motion to Dismiss. The Court denied in full Ms. Bredeson’s motion to dismiss or for a more definite statement. Subsequently, using a wholly owned entity she controls, Ms. Bredeson filed another matter, captioned Green Valley Associates Inc. vs Service 800 Inc., 27-CV-20-13800. Although Ms. Bredeson is seeking to have the matters handled by separate judges, the Company sought consolidation of the two matters before Judge Klein, the judge who denied Ms. Bredeson’s motion to dismiss, but the consolidation was denied. Discovery has closed in both cases. Trial commenced on October 3, 2022. After a week of trial, a technical mistrial occurred based on the Court falling under the plan may consistminimum number of stock options (both non- qualified optionsjurors required to maintain the trial. As a result, the trial is now scheduled for August 2023 with Mediation scheduled for June of 2023.
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The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 5, states that a firm must distinguish between losses that are probable, reasonably probable or remote. If a contingent liability is deemed probable, it must be directly reported in the financial statements. In July 2010, the FASB issued ASC 450-20 that updated the Standard and options intendeduses “probable,” “reasonably possible,” and “remote” to qualify as “Incentive Stock Options” under Section 422determine the likelihood of the Internal Revenue Codefuture event that will confirm a loss, an impairment of 1986,an asset, or the incurrence of a liability.
Accrual of a loss contingency is required when (1) it is probable that a loss has been incurred at the date of the financial statements and (2) the amount can be reasonably estimated. No accrual has been made in the above matter as amended), restricted stock awardsthe determination is that a loss is not probable as of March 31, 2023 nor can a loss be reasonably estimated.
In addition to the above, from time to time, we may be involved in litigation in the ordinary course of business. Other than as set forth above, we are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.
Operating Lease
We currently lease virtual office space at 3773 Howard Hughes Parkway, Suite: 500 Las Vegas, NV 89169. We pay an annual fee of $120 for this lease. There is also a location in Minnesota for Service 800, Inc. On February 20, 2020 the company moved Service 800, Inc. to 110 Cheshire Lane, Minnetonka Minnesota 55305. Service 800 leases 3,210 square feet of office space under an operating lease agreement with Carlson Center East LLC. The lease, which expires June 30, 2023, requires base monthly rents of $4,160, plus operating expenses.
The public entity guidance in ASU 2016-02, Leases (Topic 842) requires lessees to recognize substantially all leases on their balance sheets as lease liabilities with a corresponding right-of-use asset. Our accounting policy is to keep leases with an initial term of 12 months or less off of the balance sheet.
The Company leases office space under an operating lease. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and stock appreciation rights.
Option Group | Outstanding December 31, 2009 | Issued Ninemonths ended September 30, 2010 | Terminated/ Transferred/ Exercised | Outstanding September 30, 2010 | ||||||||||||||
$ | .10-.49 | 468,500 | 1,500,000 | (150,500 | ) | 1,818,000 | ||||||||||||
$ | .50-.69 | 873,274 | - | (773,274 | ) | 100,000 | ||||||||||||
$ | .70-.89 | 1,098,602 | - | (553,602 | ) | 545,000 | ||||||||||||
$ | .90-.99 | 686,844 | - | (661,844 | ) | 25,000 | ||||||||||||
$ | 1.00-1.25 | 770,694 | - | (365,694 | ) | 405,000 | ||||||||||||
$ | 1.26-1.70 | 219,637 | - | (209,637 | ) | 10,000 | ||||||||||||
4,117,551 | 1,500,000 | (2,714,551 | ) | 2,903,000 |
Lease expense is recognized on a straight-line basis over the term of the lease. There are no options was calculated usingto extend or terminate the Black-Scholes model.leases. The Company recorded a share-based compensation expensehas no other leases yet to commence. The balance of $82,068the right of use asset, net of accumulated depreciation, was $4,597, and $213,814 for the three months ended September 30, 2010 and 2009, respectively. The Company recorded a share-based compensation expensebalance of $259,805 and $1,718,290 for the nine months ended September 30, 2010 and 2009, respectively.
NOTE 8. RELATED PARTIES
On July 19, 2021, the Company modified two option agreements totaling 500,000issued a convertible promissory note (the “Note”) in favor of Geordan G. Pursglove, the Company’s Chairman and Chief Executive Officer, in the principal amount of $1,500,000, in satisfaction of Mr. Pursglove’s accrued salary owing of $1,239,800 and $260,200 for loss on settlement. The Note accrues interest at 2% per annum, with the principal and interest payments due in twelve equal monthly installments. At the holder’s election, the Note is convertible into shares of the Company’s common stock, at a price per share equal to an officer100% of the Company. The modification was to reduce the exerciseaverage closing price of the options to $0.10 per share.Company’s common stock for the five trading days immediately preceding the date of such conversion (the “Conversion Price”). The cash maturity date is July 19, 2022. On February 8, 2022 there was a conversion of $150,000 worth of shares issued.
During the first quarter of 2022, the Company used a Black Scholes model to estimate the change in fair valueissued 133,902,874 shares of common stock valued at the time$53,561 as part of the modification. The modification resulted in an increase in fair value of approximately $6,000 which is being amortized over the remaining vesting period of those options.
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NOTE 9 - COMMITMENTS and CONTINGENCIES
2010 | 2009 | |||||||
Operations: BoomJ.com dba I-Supply | ||||||||
Net Sales | $ | 297,158 | $ | 409,051 | ||||
Gross Margin | 283,015 | 345,614 | ||||||
Depreciation | (134,335 | ) | (145,041 | ) | ||||
Assets | 251,969 | 517,802 | ||||||
Capital Expenditures | 44,785 | 11,333 | ||||||
Net Loss | (677,748 | ) | (4,662,761 | ) | ||||
Operations: KaChing KaChing (through 4/22/2010) | ||||||||
Net Sales | $ | 205,105 | $ | - | ||||
Gross Margin | 65,613 | - | ||||||
Depreciation | (17,605 | ) | - | |||||
Assets | - | - | ||||||
Capital Expenditures | - | - | ||||||
Net (Loss) Gain | (416,116 | ) | - | |||||
Operations: Adjuice (commencing May 20,2010) | ||||||||
Net sales | $ | 75,101 | $ | - | ||||
Gross Margin | 3,969 | - | ||||||
Depreciation | (36,827 | ) | - | |||||
Assets | 494,600 | - | ||||||
Capital Expenditures | - | - | ||||||
Net (Loss) Gain | (337,130 | ) | - | |||||
Operations: LocalAdLink (Discontinued) | ||||||||
Net sales | $ | 397,405 | $ | 12,299,017 | ||||
Gross Margin | 103,032 | 876,544 | ||||||
Depreciation | - | (50,492 | ) | |||||
Assets | 2,343 | 2,088,816 | ||||||
Capital Expenditures | - | 509,935 | ||||||
Net (Loss) Gain | 60,177 | (4,774,910 | ) | |||||
Consolidated | ||||||||
Consolidated Operations: | ||||||||
Net sales | $ | 577,354 | $ | 409,051 | ||||
Gross Margin | 352,597 | 346,381 | ||||||
Other Operating Expenses | (4,231,452 | ) | (5,936,312 | ) | ||||
Depreciation | (188,767 | ) | (145,041 | ) | ||||
Non-operating income (expense) | 5,894,363 | (5,734,972 | ) | |||||
Income (loss) from discontinued operations | 60,177 | (4,774,910 | ) | |||||
Net (Loss) | (791,796 | ) | (17,114,906 | ) | ||||
Assets | 2,899,717 | 4,840,462 | ||||||
Basic & Diluted Net Loss Per Share | (0.01 | ) | (0.18 | ) | ||||
Capital Expenditures | 44,785 | 120,929 |
2010 | 2009 | |||||||
Operations: BoomJ.com dba I-Supply | ||||||||
Net Sales | $ | - | $ | 240,079 | ||||
Gross Margin | (290 | ) | 197,903 | |||||
Depreciation | (43,128 | ) | (48,473 | ) | ||||
Assets | 251,969 | 517,802 | ||||||
Capital Expenditures | - | 7,642 | ||||||
Net Loss | (393,764 | ) | (1,399,235 | ) | ||||
Operations: KaChing KaChing (through 4/22/10) | ||||||||
Net Sales | $ | - | $ | - | ||||
Gross Margin | - | - | ||||||
Depreciation | - | - | ||||||
Assets | - | - | ||||||
Capital Expenditures | - | - | ||||||
Net (Loss) Gain | - | - | ||||||
Operations: Adjuice (commencing May 20, 2010) | ||||||||
Net sales | $ | 26,464 | $ | - | ||||
Gross Margin | (4,063 | ) | - | |||||
Depreciation | (24,999 | ) | - | |||||
Assets | 494,600 | - | ||||||
Capital Expenditures | - | - | ||||||
Net (Loss) Gain | (176,931 | ) | - | |||||
Operations: LocalAdLink (Discontinued) | ||||||||
Net sales | $ | (2,930 | ) | $ | 1,811,787 | |||
Gross Margin | (2,781 | ) | 412,212 | |||||
Depreciation | - | (50,392 | ) | |||||
Assets | 2,343 | 2,088,816 | ||||||
Capital Expenditures | - | 400,339 | ||||||
Net (Loss) Gain | (9,980 | ) | (450,729 | ) | ||||
Consolidated | ||||||||
Consolidated Operations: | ||||||||
Net sales | $ | 26,454 | $ | 240,079 | ||||
Gross Margin | (4,353 | ) | 197,903 | |||||
Other Operating Expenses | (753,905 | ) | (2,151,477 | ) | ||||
Depreciation | (68,127 | ) | (48,473 | ) | ||||
Non-operating income (expense) | 3,703,156 | ) | (2,002,047 | ) | ||||
Income (loss) from discontinued operations | (9,980 | ) | (450,729 | ) | ||||
Net Income/(Loss) | 1,895,880 | (8,535,345 | ) | |||||
Assets | 2,899,717 | 3,219,204 | ||||||
Basic & Diluted Net Loss Per Share | 0.02 | (0.18 | ) | |||||
Capital Expenditures | - | - |
The Company follows FASCASC 260-10, which requires presentation of basic and diluted EPSEarnings per Share (“EPS”) on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying consolidated financial statements, basic lossnet income (loss) per share of common stock is computed by dividing the net lossincome (loss) by the weighted average number of shares of common stock outstanding during the year. Basic net lossincome (loss) per common share is based upon the weighted average number of common shares outstanding during the period. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. However, shares associated with convertible debt, stock options and stock warrants are not included because the inclusion would be anti-dilutive (i.e. reduce the net loss per common share). The total number of shares related to the anti-dilutive instruments excluded from the diluted net loss per common share presentation was 171,872,917 and 30,906,562 at September 30, 2010 and 2009, respectively.
Convertible debt that is convertible into 54,866,5508,371,517,011 and 8,287,324,136 shares of the Company’s common stock are not included in the computation, along with 249,999,900 and 249,999,900 of diluted earnings per share because the effectCompany’s preferred stock Series A after conversion, and 6,085,850,000 and 6,085,850,000 of these instruments would be anti-dilutive (i.e., reduce the loss per share) for the three months ended September 30, 2010. Company’s preferred stock Series C after conversion, as of March 31, 2023 and December 31, 2022, respectively.
The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations foras of March 31, 2023 and 2022:
|
| Three-month period ended March 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Loss from continuing operations |
| $ | (248,630 | ) |
| $ | (651,389 | ) |
Consolidated net loss |
| $ | (248,630 | ) |
| $ | (651,389 | ) |
Weighted average shares used for diluted earnings per share |
|
| 16,400,026,956 |
|
|
| 13,682,864,073 |
|
Incremental Diluted Shares |
| -* |
|
| -* |
| ||
Weighted Average shares used for diluted earnings per share |
|
| 16,400,026,956 |
|
|
| 13,682,864,073 |
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
Basic and Diluted: continuing operations |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
Basic and Diluted: discontinued operations |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Total Basic and Diluted loss per share |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
* | The shares associated with convertible debt, preferred stock, stock options and stock warrants are not included because the inclusion would be anti-dilutive (i.e., reduce the net loss per common share). |
NOTE 10. SUBSEQUENT EVENTS
The promissory note payable to Discover in the nine months ended September 30, 2010 and 2009:
2010 | 2009 | |||||||
Numerator | ||||||||
Basic and diluted net loss per share: | ||||||||
Net Income (loss) available to common stock holders | $ | (791,796 | ) | $ | (17,114,906 | ) | ||
Denominator | ||||||||
Basic and diluted weighted average number of shares outstanding | 72,679,602 | 43,737,435 | ||||||
Basic and diluted net loss per share | $ | (0.01 | ) | $ | (0.39 | ) |
2010 | 2009 | |||||||
Sales | $ | 397,405 | $ | 12,299,017 | ||||
Cost of sales | 294,374 | 11,422,463 | ||||||
Gross Profit (Loss) | 103,032 | 876,554 | ||||||
Depreciation | - | (50,492 | ) | |||||
Operating expense | (33,946) | (5,594,936 | ) | |||||
Operating expense - Related Party | - | 509,935 | ||||||
Non-Operating Expenses | (8,908) | 12 | ||||||
Gain (Loss) from discontinued operations | $ | (60,178) | $ | (4,774,910 | ) |
2010 | 2009 | |||||||
Sales | $ | (2,930 | ) | $ | 1,811,787 | |||
Cost of sales | (2,781 | ) | 1,399,575 | |||||
Gross Profit (Loss) | - | 412,212 | ||||||
Depreciation | - | (50,392 | ) | |||||
Operating expense | 2,343 | (406,097 | ) | |||||
Operating expense - Related Party | - | (400,339 | ) | |||||
Non-Operating Expenses | (2,943 | ) | 10 | |||||
Gain (Loss) from discontinued operations | $ | (4,980 | ) | $ | (450,729 | ) |
On April 9, 2010, Duke Mining Company, Inc., a Delaware corporation (“Duke Delaware”), entered into an Agreement and Plan of Merger (the “Reorganization Agreement”), with KaChing KaChing, Inc., a Nevada corporation (“KaChing Nevada”), which provided that KaChing Nevada would merge with and into Duke Delaware (the “Merger”), with Duke Delaware being the surviving corporation and changing its name to “Kaching Kaching, Inc.” (“KaChing,”). The Merger was effective on April 22, 2010, when a certificate of merger was filed in the State of Delaware and an articles of merger was filed in the State of Nevada. In connection with the Merger,13, 2023, the Company received shares in the new entity representing 20.8%a Notice of the post –Merger outstanding stock. Prior to the merger with Duke Mining Company, Inc., this Company transferred 4,900,000 shares of the 10,000,000 shares it owned to a related party,Default and Demand for technical services rendered and recorded a relatedexpense of $3,056,764 accordingly. The Condensed Consolidated Statement of Operations includes Kaching's operation activity through the date of the merger as outlined in the segment reporting.Payment for $933,687. The Company believes that prior payments of principal and interest may have been applied to unenforceable investment banking and other fees and charges. It is the Company’s position that the amount owed to TCA is less than the amount set forth above. Our attorney has reported its pro rata sharecontacted counsel for TCA to discuss prompt settlement of Kaching's net loss forthis matter.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Readers are urged to carefully review and consider the post merger period on the Condensed Consolidated Statement of Operationsvarious disclosures made by us in the Non-operating Income (expense) section.
Current assets | $ | 116,145 | ||
Property and equipment, net | 458,321 | |||
Other assets | 37,517 | |||
Total Assets | $ | 611,983 | ||
Current liabilities | $ | 1,852,615 | ||
Long-term debt | 402,732 | |||
Derivative liabilities | 3,789,087 | |||
Total Liabilities | $ | 6,044,434 |
Revenues | $ | 457,650 | ||
Operating expenses | 2,338,823 | |||
Loss from operations | $ | (1,881,173 | ) | |
Non-operating expenses | 3,479,769 | |||
Net loss | $ | (5,360,942 | ) |
Accounts receivable | $ | 77,347 | ||
Other current Assets | 3,353 | |||
Website | 500,000 | |||
Other assets | 3,527 | |||
Assets acquired | 584,227 | |||
Accounts payable and other current liabilities | 93,500 | |||
Loans | 63,000 | |||
Liabilities assumed | 156,500 | |||
Net assets acquired | $ | 427,727 | ||
Fair value of consideration given | $ | 420,000 | ||
Gain recorded | $ | 7,727 |
2010 | 2009 | |||||||
Sales | $ | 26,464 | $ | 490,984 | ||||
Cost of sales | 30,527 | 135,802 | ||||||
Gross Profit (Loss) | (4,063 | ) | 355,181 | |||||
Operating expense | (164,090 | ) | (1,122,777 | ) | ||||
Operating expense - Related Party | (8,778 | ) | (84,670 | ) | ||||
Non Operating (Income)/Expenses | (3,703,156 | ) | (6,082,583 | ) | ||||
Net Income/ (Loss) | $ | (176,931 | ) | $ | (3,943,093 | ) |
Sales | $ | 1,021,886 | $ | 417,378 | ||||
Cost of sales | 555,288 | 245,725 | ||||||
Gross Profit (Loss) | 466,588 | 171,653 | ||||||
Operating expense | (2,426,183 | ) | (4,768,511 | ) | ||||
Operating expense - Related Party | (3,220,967 | ) | (115,008 | ) | ||||
Non Operating (Income)/Expenses | (2,191,207 | ) | (5,560,168 | ) | ||||
Net Income/ (Loss) | $ | (2,989,485 | ) | $ | (8,325,109 | ) |
The following discussion provides information that management believes is relevant to an assessment and understanding of our past financial condition and plan of operations. The discussion below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this date. We undertake no obligation to update or revise any forward-looking statements, whetherannual report.
About Beyond Commerce
Beyond Commerce, Inc. was formed as a result of new information, future events or otherwise. For a discussion of some of the factors that may cause actual results to differ materially from those suggested by the forward-looking statements, please read carefully the information in the “Risk Factors” section in our Form 10-K for the year ended December 31, 2009 and the “Risk Factors” section set forth in Item 1A of Part II of this Report. The identification in this Quarterly Report of factors that may affect future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
We never earned any revenue fromare focused on business combinations of “big data” companies in global B2B internet marketing analytics, technologies and services. The Company’s objective is to develop and deploy disruptive strategic software technology that will build on organic growth potential and to exploit cross-selling opportunities. We plan to offer a cohesive global digital product and services platform to provide clients with a single point of contact for their big data, marketing and related sales initiatives. We believe our former Reel Estate Services internet site,business model will ensure that information will remain secure and in September 2007 prior management terminated those operations.
In addition, we plan to provide solutions which facilitate the exchange of information and data transactions between supply chain participants, such as manufacturers, retailers, distributors and financial institutions. The goal is to automate potential client internal processes thereby increasing productivity and lowering costs. We plan to develop proprietary algorithms which it issued 34,458,067 shareswill embed in the planned software to enable clients to access data and gain insight into their business, through that data, leading to improved internal decision making.
The Company currently owns and operates a data company and is actively seeking acquisition opportunities in high growth sectors such as psychedelics, cryptocurrency, ESports and Logistics among others. The Company’s strategy is to identify companies in the early stages of common stockdevelopment or growth, acquire them and provide these companies capital in order to accelerate their development and growth with the former shareholdersintention to ultimately sell these companies.
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RESULTS OF OPERATIONS
Through our Service 800 Inc. subsidiary, many of BoomJ.com,our clients, such as GE Healthcare, Audiology System, Inc., 3M Healthcare, Johnson & Johnson Vision Care, Albany Molecular Research Inc., Sakura Finetek, Abbott Diagnostics, Biosense Webster, a Johnson & Johnson Company and Medtronic to name a few took the time during the pandemic to begin strategic planning with Service 800 to grow their business with the Company through renewals, expansion, and developing better ways to grow our programs with each and every one of them for the future. This select market segment continues to be a major source of revenue for the Company as we expand our services within this business segment. Renewals have been strong during the last nine months, and we anticipate revenue getting back in line with exceeding our expectations as we progress further into the year. All renewals that have taken place are on a minimum of a one to two-year term with an auto renewal taking place when the contract expires. The pandemic helped our customers recognize the value that Service 800 brings to its clients in the form of providing valuable information to not only help their growth within their own companies, but also help them be better providers to their customers as well. We continue to look forward to growth into each division of these companies and expansion to exceed expectations that have been set. We value these customers and seek to achieve positive growth we have set for the remainder of the year and moving onwards for future years to come.
For financial statement purposes, our acquisition of Boomj.com, Inc. was treated as a reverse acquisition as though BoomJ.com, Inc. had acquired us since the prior shareholders’ of BoomJ.com, Inc. ended up with a majority ownership in our stock.
Revenue
Revenue generated for the three months ended March 31, 2010. In November of 2008 we changed our name from Boomj, Inc.2023 was $910,869 compared to Beyond Commerce, Inc.
Operating Expenses
For three months ended June 30, 2010 as we closed the website in order to upgrade its features).
Non-Operating Income (Expense)
The Company reported non-operating income of $52 for the three months ended September 30, 2009.
Net Income (loss)
Loss from $168,972 for 2009 to $577,354 for 2010. This increase in sales resulted from sales from our KaChing KaChing and Adjuice operations during the nine months ended September 30, 2010. Since we have now disposed of a majority interest in KaChing, we will no longer recognize any revenues that KaChing may hereafter generate. Kaching Kaching generated $27,862 and $205,105 for the three months ended March 31, 2023 and nine month periods2022 was $248,682 and 551,545, respectively. For three months ended September 30, 2010 respectively. There were no sales for Kaching KachingMarch 31, 2023, the Company incurred a net loss of $244,043 as compared to a net loss of $646,802 for the samethree months ended March 31, 2022. The decrease of approximately $403,000 of net loss between the two periods is attributable to a decrease in 2009.
Purchase of Significant Equipment
We do not anticipate the $3,140,282 reported for three month period ended September 30, 2009 and a decreasepurchase or sale of $6,282,550 from the $7,660,771 reported for the nine month period ended September 30, 2009. Interest expense includes the expensing of loan discounts related to the sundry loans procured by usany plant or significant equipment during the year ended December 31, 2007, fiscal 2008 and fiscal 2009. Interest expense also includes non-cash expenses related to the value of warrants issued to investors who invested in our convertible notes and the related debt discounts from beneficial conversion features or allocating the loan proceeds between the debt and equity issued. Our decrease in interest expensenext twelve (12) months.
Going Concern
There is due to loan fees and loan discount amortization being fully expensed during 2009. The decrease is also attributable to the conversion of convertible debt to stock during 2009. The loan discount relates to the sundry loans procured by us during 2007, 2008 and 2009.
As of 2009,March 31, 2023, we had an accumulated deficit of $70,432,902 and a limited amountworking capital deficit of money has gone$5,772,358. These conditions raise substantial doubt about our ability to vendors.continue as a going concern. We intend to continue relying upon the issuance of debt and equity securities to finance our operations. In February 2010,this regard, we temporarily moved outare restricted by the number of our office spaceshares available for issuance in an equity financing, and moved into Kaching Kaching’s office space at the end of April 2010 (Kaching currently is allowing us to use some of their office space without charging us rent). We do not have any bank credit lines. Accordingly, we will havelikely need to obtain additional funding in the near futureincrease our authorized capital in order to continue our operations. Our existing operations and sourcetake advantage of revenues currently consists primarily of the Adjuice operations. If we are able to obtain a minimal amount of additional funding to increase Adjuice’s budget we anticipate that Adjuice’s operations may generate sufficient cash to fund our working capital needs by the end of 2010. Also, as noted above, we currently have in excess of $5 million of secured promissory notes that are in default and thus immediately due and payable. In addition, in February 2010 and June 2010, the US Treasury placed liens on essentially all of the assets of Boomj.com Inc. because of approximately $900,000 of unpaid payroll taxes. Accordingly to continue operating and to fund operations for the next twelve months, we will have to continue to seek additional financing from various sources in the immediate future, including from the sale of convertible debt or equity securities and possibly from joint ventures, partnerships, and other strategic relationships. We have not yet identified, and cannot be sure that we will be able to obtain any additional funding from either of these sources, or that the terms under which we may be able to obtain such funding will be beneficial to us. Obtaining additional funding is expected to be very difficult because of the foregoing working capital deficit, the existing default under our secured promissory notes, the IRS lien, the current status of our operations, and the capital markets. Should we obtain financing at a price below $0.10 per share of our common stock, additional substantial dilution to our existing shareholders will occur as a result of certain anti-dilution provisions in our existing promissory notes. Although our revenues will be less than last year when we still owned LocalAdLink, we believe that our cash flow from operations may improve in 2010 because LocalAdLink utilized substantial resources. (LocalAdLink generated approximately $13,050,000 of revenues in fiscal 2009, but those operations also had a net loss of $7,580,839.), We believe our remaining I-Supply operations, together with operating activities of Adjuice Inc., will have higher margins and be more cost effective if we are able to ramp up those operations.
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Liquidity and Capital Resources
Our ability to continue as a going concern is dependent on our successability to raise additional capital and implement our business plan. Since inception, we have been funded by related parties through capital investment and borrowing of funds.
We had total current assets of $1,112,335 and $1,381,058 as of March 31, 2023 and December 31, 2022, respectively. Current assets would consist primarily of cash and accounts receivable. The Company had a $70,432,902 accumulated deficit on its balance sheet as of March 31, 2023.
We had total current liabilities of $6,884,693 and $6,998,671 as of March 31, 2023 and December 31, 2022, respectively. Current liabilities consisted primarily of the derivative liability, accounts payable, accrued payroll and payroll taxes, related party debt, conventional and convertible debt, lease liability, accrued loss contingency, and accrued interest. In the three months ended March 31, 2023 there were approximate increases in obtaining additional financingaccrued interest of $152,000 and in short-term borrowing of $50,000 due to the amortization of debt discount in the quarter. In the three months ended March 31, 2023 there were approximate decreases in accounts payable of $77,000, in accrued payroll liabilities of $36,000, in the derivative liability of $190,000 and in operating lease liability of $13,000.
We had a working capital deficit of $5,772,358 and $5,617,613 as of March 31, 2023 and December 31, 2022, respectively.
Cash Flow from investors throughOperating Activities
For the salethree months ended March 31, 2023 and 2022, cash used in operating activities was $264,027 and $358,912 respectively due in part to net losses of its securities$248,630 and through a continued increase$651,389, respectively. For the three months ended March 31, 2023 other uses of cash included the change in revenues.
For the three months ended March 31, 2022 other components of increases to cash from operating activities were the net of depreciation and amortization expense, stock-based compensation and a decrease from the change in derivative liability of approximately $173,000 added to the net change in current assets and liabilities of $119,000.
Cash Flow from Investing Activities
No cash was used in investing activities for the three months ended March 31, 2023 and 2022.
Cash Flow from Financing Activities
No cash was used in or provided by financing activities for the three months ended March 31, 2023 and 2022.
Contractual Obligations
As a “smaller reporting company,” we are not required to provide tabular disclosure of contractual obligations.
Inflation
Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the nine months ended September 30, 2010 was $41,800 compared to cash used by LocalAdLink of $127,374 for the nine months ended September 30, 2009. In 2010 we continue to collect on credit card reserves established by merchants in 2009 when we operated the subsidiary. foreseeable future.
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We do not expect significant cash flows in the future as the remaining credit card reserves were approximately $2,000 as of September 30, 2010.
Seasonality
In the past, our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, in the event that we do not engagesucceed in trading activities involving non-exchange traded contracts. In addition, we have no financial guarantees, debt or lease agreements or other arrangements that could trigger a requirement for an early payment or that could change the valuebringing our planned products to market.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
Note 2 to the consolidated financial statements, presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, describes the critical accounting estimates and policies used in preparation of our consolidated financial statements. There were no significant changes in our critical accounting estimates during the three months ended March 31, 2023.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controlsDisclosure Controls and procedures
Our management, with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation ofPresident (“Certifying Officers”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as(as defined in Rules 13a-15(e)13a-1I) and 15d-15(e)15I5(e) under the Securities Exchange Act of 1934Act) as of the end of the fiscal period covered by this report (the “Evaluation Date”).Annual Report on Form 10-K. Based upon such evaluation, the evaluation, our principal executive officer and principal financial officerCertifying Officers have concluded that, as of the Evaluation Date that ourend of such period, December 31, 2021, the Company’s disclosure controls and procedures were not effective. Disclosure controls are controls and procedures designedeffective to reasonably ensure that information required to be disclosed by us in ourthe reports filedwe file or submit under the Exchange Act such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include controlsforms and procedures designed to reasonably ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriateCertifying Officers, to allow timely decisions regarding requiredsuch disclosure.
We have taken and continue to take remedial steps to improve our internal controls over financial reporting, which includes hiring additional personnel, we will continue to assess the weaknesses as these individuals progress through our onboarding process. We also continue to expand the functionality of our internal accounting systems to provide for higher levels of automation and assurance in our financial reporting function.
Changes in internal controls over financial reporting
There was no change in the number of employees we did not have sufficient people to meet the requirements of our internal control over financial reporting. There were no significant changes in the Company's internal controlcontrols over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act)that occurred during the quarter ended September 30, 2010, that haveperiod covered by this report, which has materially affected, or areis reasonably likely to materially affect, the Company'sour internal controlcontrols over financial reporting
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Limitations on the Effectiveness of Controls
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s management, including its Principal Executive Officer and its Principal Financial Officer, do not expect that the Company’s controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
These inherent limitations include the realities that judgments in decision-making can be faulty, and these breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II – OTHER INFORMATION
ITEM 1. Legal Proceedings
A complaint against the Company, dated February 5, 2020, has been filed in Hennepin County, Minnesota, by Jean Mork Bredeson, the former President and former owner of Service 800, making certain claims related to the Company’s acquisition of Service 800, seeking in excess of $1.6 million in damages. On February 17,March 16, 2020, the Company and Service 800 filed an answer, counterclaim and third-party claim against Ms. Bredeson and defendants Allen Bredeson and Jeff Schwedinger, former employees of Service 800. Answers and Affirmative and Additional Defenses to Third Party Claims were filed by Ms. Bredeson on April 7, 2020 and by Mr. Schwedinger on April 9, 2020 and, on April 24, 2020, Ms. Bredeson filed a Motion to Dismiss. The Court denied in full Ms. Bredeson’s motion to dismiss or for a more definite statement. Subsequently, using a wholly owned entity she controls, Ms. Bredeson filed another matter, captioned Green Valley Associates Inc. vs Service 800 Inc., 27-CV-20-13800. Although Ms. Bredeson is seeking to have the matters handled by separate judges, the Company sought consolidation of the two matters before Judge Klein, the judge who denied Ms. Bredeson’s motion to dismiss, but the consolidation was denied. Discovery has closed in both cases. Trial commenced on October 3, 2022. After a week of trial, a technical mistrial occurred based on the Court falling under the minimum number of jurors required to maintain the trial. As a result, the trial is now scheduled for August 2023 with Mediation scheduled for June 2023.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 5, states that a firm must distinguish between losses that are probable, reasonably probable or remote. If a contingent liability is deemed probable, it must be directly reported in the financial statements. In July 2010, the Internal Revenue Service placed a federal tax lien of $756, 711 against allFASB issued ASC 450-20 that updated the Standard and uses “probable,” “reasonably possible,” and “remote” to determine the likelihood of the propertyfuture event that will confirm a loss, an impairment of an asset, or the incurrence of a liability.
Accrual of a loss contingency is required when (1) it is probable that a loss has been incurred at the date of the financial statements and rights(2) the amount can be reasonably estimated. No accrual has been made in the above matter as the determination is that a loss is not probable as of December 31, 2022 nor can a loss be reasonably estimated.
In addition to the propertyabove, from time to time, we may be involved in litigation in the ordinary course of Boomj.com for unpaid federal withholding taxes for the year ended December 31, 2009.
ITEM 1A. RISK FACTORS.
We believe there are no changes that constitute material changes from the “Risk Factors” section of the Company’srisk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009,2022, filed with the U.S. Securities and Exchange Commission on March 31, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
There were no unregistered sales of equity securities during the period ended March 31, 2023.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
A Convertible Promissory Note, bearing an annual interest rate of 12% secured, due August 27, 2019 remains outstanding and is in default. There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other than as set forth below:
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION
There is no other information required to be significant. We need to obtain a significant amount of additional funds to fund our working capital needs, to continue to market our Web site, to offer a broader range of products on our e-commerce site, and to otherwise expand our business. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. Obtaining additional funding is expected to be very difficult because of our current large working capital deficit, the existing defaultdisclosed under our secured promissory notes, the IRS lien that has been imposed on our assets, the current status of our limited operations, and the status of the capital markets in general. If we arethis item which was not able to raise additional funds in the near future, we may have to furtherreduce our limited operations or even terminate our business. There can be no assurance that we will be able to obtain additional funds.
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ITEM 6. EXHIBITS.
Exhibit Number | Exhibit Description | Form | Exhibit | FilingDate | Herewith | |||||
Rule 13a-14(a) Certification of | x | |||||||||
Rule 13a-14(a) Certification of Principal Financial Officer. | x | |||||||||
x | ||||||||||
x | ||||||||||
101.INS | XBRL Instance. | x | ||||||||
101.XSD | XBRL Schema. | x | ||||||||
101.PRE | XBRL Presentation. | x | ||||||||
101.CAL | XBRL Calculation. | x | ||||||||
101.DEF | XBRL Definition. | x | ||||||||
101.LAB | XBRL Label. | x |
* | In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of the |
SIGNATURES
In accordance with the requirements of Section 13 or 15 (d) of the Securities Exchange Act, of 1934, Registrant has dulythe registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized on the 14th day of November, 2010.
Beyond Commerce, Inc. | |||
May 12, 2023 | By: | /s/ Geordan Pursglove | |
Geordan Pursglove, President/CEO and Director (Principal Executive Officer) |