Beyond Commerce, Inc. (Form: 10-Q, Received: 11/14/2019 16:46:13)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: September 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to____________

Commission File Number: 000-52490

Beyond Commerce, Inc.

(Exact name of registrant as specified in its charter)

Nevada		98-0512515
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

3773 Howard Hughes Pkwy, Suite 500 Las Vegas, Nevada 89169 (Address of Principal Executive Offices)

(702) 675-8022

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

Indicate by check mark whether the registrant has submitted electronically a every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	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 12(b)-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At November 13, 2019, the registrant had outstanding 1,434,004,678 shares of common stock.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)2

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS21

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.26

ITEM 4. CONTROLS AND PROCEDURES26

PART II – OTHER INFORMATION27

ITEM 1. LEGAL PROCEEDINGS.27

ITEM 1A. RISK FACTORS.27

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.27

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.28

ITEM 4. MINE SAFETY DISCLOSURES.28

ITEM 5. OTHER INFORMATION.28

ITEM 6. EXHIBITS.28

SIGNATURES29

Table of Contents

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Beyond Commerce, Inc.

UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE THREE AND NINE-MONTH PERIODS ENDED

SEPTEMBER 30, 2019 & 2018

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BEYOND COMMERCE, INC.

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	Page


CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2019 & DECEMBER 31, 2018 (Unaudited)	4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2019 & 2018 (Unaudited)	5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2019 & 2018 (Unaudited)	6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 and 2018 (Unaudited)	7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	8

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BEYOND COMMERCE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30,			December 31,
	2019			2018
ASSETS
Current assets:
Cash & cash equivalents	$	283,726		$	79,890
Accounts receivable, net		1,156,179			-
Other current assets		123,521			-
Acquisition deposit		427,000			-
Total current assets		1,990,425			79,890

Property, equipment, and software - net		1,953,029			-
Intangible asset		5,771,524			-
Deposit in Service 800, Inc.		-			572,000

	$	9,714,979			651,890

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	470,793		$	79,833
Other current liabilities		853,738			639,709
Accrued payroll & related items		2,540,870			1,924,395
Derivative liability		2,263,167			2,480,543
Accrued payroll taxes		1,077,163			1,077,163
Short-term borrowings – net of discount		2,460,983			81,136
Short-term contingent acquisition liability		1,951,205			-
Short-term borrowings- related party		54,000			-
Pursglove Judgment payable – accrued interest		-			2,363,192
Pursglove Judgment payable		-			5,758,322
Total current liabilities		11,671,919			14,404,293
Long-term borrowings – net of discount		2,100,000
Long-term contingent acquisition liability		1,048,795			-

Total liabilities		14,820,714			14,547,771

Commitments and Contingencies

Mezzanine Equity:
Preferred stock, $0.001 par value of 250,000,000 shares authorized and 250,000,000 shares issued and outstanding, respectively.		250,000			250,000
Stockholders Equity:
Common stock, $0.001 par value, 1,900,000,000 shares authorized, 1,434,004,678 and 1,017,450,000 issued and outstanding as of September 30, 2019 and at December 31, 2018, respectively.		1,434,004			1,017,450
Additional paid in capital		43,086,434			27,599,349
Accumulated deficit		(49,876,173	)		(42,762,680	)
Total stockholders' deficit		(5,105,735	)		(13,895,881	)

Total liabilities and stockholders' deficit	$	9,714,979		$	651,890

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BEYOND COMMERCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE & NINE-MONTH PERIODS ENDED SEPTEMBER 30,

UNAUDITED

	For the three months ended September 30, 2019				For the three months ended September 30, 2018				For the nine months ended September 30, 2019						For the nine months ended September 30, 2018
Revenues	$	1,807,928		$ -			$				3,556,813			$	-

Operating expenses
Cost of revenue		752,161			-					1,262,672					-
Selling, general and administrative		422,906			69,084					873,014					97,442
Payroll expense		545,518			90,000					1,487,886					270,000
Professional Fees		295,921			115,132					789,082					846,817
Depreciation and amortization		294,982			-					508,869					-
Total operating expenses		2,311,488			274,217					4,921,523					1,214,259

Loss from operations		(503,560	)		(274,217	)				(1,364,710		)			(1,214,259)

Non-operating income (expense)
Interest expense		(215,485	)		(523,415	)				(621,059		)			(724,255)
Amortization of debt discount		(357,896	)		(53,067	)				(1,346,763		)			(53,067)
Derivative related expenses		(240,918	)		(227,469	)				(1,827,418		)			(227,469)
Change in derivative liability		3,126,376			(24,337	)				(1,953,543		)			(24,337)
Total non-operating income (expense)		2,370,141			(828,288	)				(5,748,783		)			(1,029,128)

Provision for income tax		-			-					-					-

Net income (loss)	$	1,808,517		$	(1,102,505	)		$		(7,113,493		)	$		(2,243,387)

Net income (loss) per common share-basic and diluted	$	0.00		$	(0.00	)		$		(0.01		)	$		(0.00)

Weighted average shares of capital outstanding – basic		1,343,286,588			1,010,330,434					1,176,847,590					1,005,198,351

Weighted average shares of capital outstanding – diluted		3,537,230,397			1,010,330,434					1,176,847,590					1,005,198,351

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BEYOND COMMERCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30,

(Unaudited)


		2019		2018
Net loss	$	(7,113,493)	$	(2,243,387)

Cash flows from operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services		303,925		578,680
Loss on derivative at note inception		2,266,224		227,469
Amortization of debt discount		1,346,763		53,067
Depreciation and amortization		508,869		-
Change in derivative liability		1,953,543		24,337
Debt financing fees		-		217,391
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		93,977		-
(Increase) decrease in other current assets		(28,004)		-
Increase (decrease) in accounts payable		(29,848)		148,402
Increase (decrease) in payroll liabilities		410,506		370,000
Increase (decrease) in other current liabilities		505,470		241,120
Net cash provided by (used in) in operating activities.	$	217,932	$	(382,921)

Cash flows from investing activities:
Acquisition of property and equipment		(2,218,201)		-
Deposit for investment		-		(100,000)
Cash acquired in acquisition		204,105		-
Net cash used in investing activities	$	(2,014,096)		(100,000)

Cash flows from financing activities:
Repayment of Convertible Notes		-		(150,000)
Cash receipts from notes payable		2,000,000		700,000
Net cash provided by financing activities		2,000,000		550,000

Net increase in cash and cash equivalents		203,836		67,079


Cash and cash equivalents, beginning balance		79,890		-
Cash and cash equivalents, ending balance	$	283,726	$	67,079
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	$	1,778,592	$	-
Notes issued in relation to Service 800 acquisition	$	2,000,000	$	-
Purchase Price holdback note on Service 800 acquisition	$	210,000	$	-
Purchase price allocation note on Service 800 acquisition	$	1,233,828	$	-
Stock issued for acquisition deposit of PathUX	$	427,000	$	-
Related party debt forgiveness	$	8,360,224		-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BEYOND COMMERCE, INC.

RECONCILIATION OF STOCKHOLDERS’ DEFICIT

(Unaudited)

	Common Stock		Additional	Accumulated	Stockholders'
	Shares	Par Value	Paid in Capital	Deficit	Equity
Balance, December 31, 2017	1,000,000,000	$1,000,000	$25,941,352	$(38,466,441)	$(11,275,089)
Common stock issued for services	3,500,000	3,500	451,500	-	455,000
Net loss	-	-	-	(713,176)	(713,176)
Balance, March 31, 2018	1,003,500,000	$1,003,500	$26,392,852	$(39,179,617)	$(11,533,265)
Common stock issued for services	1,450,000	1,450	122,230	-	123,680
Net loss	-	-	-	(1,140,882)	(1,140,882)
Balance, June 30, 2018	1,004,950,000	$1,004,950	$26,515,082	$(39,607,323)	$(11,837,291)
Common stock issued for accounts payable conversion	4,000,000	4,000	373,600	-	377,600
Common stock issued for acquisition	5,000,000	5,000	467,000		472,000
Net loss	-	-	-	(1,102,506)	(1,102,506)
Balance, September 30, 2018	1,013,950,000	$1,013,950	$27,355,682	$(40,709,829)	$(12,090,197)

	Common Stock		Additional	Accumulated	Stockholders'
	Shares	Par Value	Paid in Capital	Deficit	Equity
Balance, December 31, 2018	1,017,450,000	$1,017,450	$27,599,349	$(42,762,680)	$(13,895,881)
Extinguishment of derivative liabilities on conversion	-	-	3,872,545	-	3,872,545
Warrants issued with debt	-	-	696,850	-	696,850
Common stock issued for debt conversion	62,472,003	62,472	998,014	-	1,060,486
Common stock issued for interest conversion	5,507,873	5,508	90,399	-	95,907
Net loss				(3,754,002)	(3,754,002)
Balance, March 31, 2019	1,085,429,876	$1,085,430	$33,257,157	$(46,516,682)	$(11,924,095)

Common stock issued for debt conversion	64,482,327	64,482	12,538	-	77,020
Common stock issued for interest	12,537,673	12,538	2,442	-	14,980
Stock issued for acquisition	70,000,000	70,000	357,000	-	427,000
Stock Issued for services	10,825,000	10,825	293,100	-	303,925
Extinguishment of derivative liabilities on conversion	-	-	464,501	-	464,501
Net loss				(5,168,008)	(5,168,008)
Balance, June 30, 2019	1,243,274,876	$ 1,243,275	$ 34,386,738	$ (51,684,690)	$ (15,804,677)
Common stock issued for debt conversion	190,729,802	190,729	44,850	-	235,579
Debt forgiveness	-	-	8,360,224	-	8,360,224
Extinguishment of derivative liabilities on conversion	-	-	294,622	-	294,622
Net loss				1,808,517	1,808,517
Balance, September 30, 2019	1,434,004,678	$ 1,434,004	$ 43,086,343	$ (49,876,173)	$ (5,105,735)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Beyond Commerce, Inc. (the “Company”,”BCI” and “we”), has a planned business 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. We plan to offer a cohesive digital product and services platform to provide our future clients with a single point of contact for all their internet marketing technology and services (IMT&S) and information management (IM) initiatives.

Recent History of the Company

Beyond Commerce was incorporated under the laws of the State of Nevada on January 12, 2006, under the name “Reel Estate Services, Inc.” for the purposes of operating as a media hub for high traffic web properties, utilizing social networking and e-commerce.

On March 4, 2019, Beyond Commerce, Inc. closed the Transaction between Beyond Commerce, Inc. and Service 800, Inc. (“Service 800”) effective February 28, 2019. Service 800 operates as a premium provider of Customer Feedback Management Platforms to their Fortune 500 and 1000 clients on a global basis. Service 800 provides survey authoring, response rates, feedback types and data analysis on their proprietary, cloud based, automated and centralized platform. Service 800 currently has 40 full time employees that provide services to 130 companies and 300 service organizations. Service 800’s current operations and strategic business plan is to further develop its marketing and Customer Experience platform to use within the framework of its current Fortune 500 and 1000 clients.

Effective May 31, 2019, Beyond Commerce, Inc. closed the transaction between Beyond Commerce, Inc and PathUX. Headquartered in Westport Connecticut, PathUX is a premiere software developer that specializes in the development of proprietary tools providing Cloud based marketing automation and analytics for their clients. Marketers can create precise audiences to deliver more relevant messages to their customers.

Basis of Presentation

The condensed consolidated financial statements and the notes thereto for the periods ended September 30, 2019 and 2018 included herein have been prepared by management and are unaudited. Such condensed 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. These interim results are not necessarily indicative of the results for any subsequent period or for the fiscal year ending December 31, 2019.

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto for the fiscal year ended December 31, 2018.

Plan of Operations

Continuing in 2019, the Company has expanded operations beginning with the close of the purchase of Service 800 and the closing of PATHUX. We are actively seeking other potential targets with synergies in the space.

The analysis of new business opportunities will be undertaken by our executive management team. In our efforts to analyze potential acquisition targets, we may consider the following kinds of factors:

• Potential for growth, indicated by new technology, anticipated market expansion or new products;

• Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

• Strength and diversity of management, either in place or scheduled for recruitment;

• Capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

• The cost of participation by us as compared to the perceived tangible and intangible values and potentials;

• The extent to which the business opportunity can be advanced;

• The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

• Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, our management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the limited capital we have available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

NOTE 2. SELECTED ACCOUNTING POLICIES

Interim Financial Statements

These unaudited condensed consolidated financial statements as of and for the nine (9) months ended September 30, 2019 and 2018, 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 Company’s consolidated financial statements and notes thereto for the years ended December 31, 2018 and 2017, respectively, which are included in the Company’s December 31, 2018 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on April 12, 2019. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the nine (9) months ended September 30, 2019 are not necessarily indicative of results for the entire year ending December 31, 2019.

We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows.

Use of Estimates

The preparation of condensed consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization and the valuation for non-cash issuances of equity instruments, web site, income taxes, and contingencies, among others. Actual results could differ materially from these estimates.

Cash and Cash Equivalents

The Company classifies as cash and cash equivalents amounts on deposit in banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. The Company’s cash management system is currently integrated within one banking institution.

Fair Value of Financial Instruments

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The carrying value of the current assets and liabilities approximate fair value due to their relatively short maturities.

Fair Value Measurements

Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

The Company applies the fair value hierarchy as established by GAAP. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value as follows.

• Level 1 – quoted prices in active markets for identical assets or liabilities.

• Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

• Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

Management considers all of its derivative liabilities to be Level 3 liabilities. At September 30, 2019 and December 31, 2018, the Company had outstanding derivative liabilities, including those from related parties of $2,263,167 and $2,480,543 respectively.

Revenue Recognition

The Company recognize 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 when 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

Accounts receivable

The Company’s accounts receivable arise primarily from the sale of the Company’s products. On a periodic basis, the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs, collections, and current credit conditions, writes off accounts it considers uncollectible. With most of our retail and distribution partners, invoices will typically be due in 30 or 45 days. The Company does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on an account-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have been exhausted. The Company has not provided any sales allowances for September 30, 2019 and September 30, 2018, respectively.

Property and Equipment

Property and equipment are carried at cost, and are being depreciated using the straight-line over the estimated useful lives as follows:

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Equipment, Furniture and fixtures	5-7 years
Software	16-60 months
Vehicles	7 years

When retired or otherwise disposed, the carrying value and accumulated depreciation of the property and equipment is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

Valuation of Derivative Instruments

ASC 815 “Derivatives and Hedging” 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 uses 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 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. Management used the following inputs to value the Derivative Liabilities for the periods ended September 30, 2019 and December 31, 2018 respectively: September 30, 2019 – Derivative Liability – Expected Term : 10 months to 1 year, Exercise price : $0.00066-$0.001 , Expected volatility : 177.67% to 182.79%, Expected dividends : None, Risk-free rate : 1.75%. For December 31, 2018 – Derivative Liability – Expected Term : 8 month to 2 years, Exercise price: $0.012 - $0.07466, Expected dividends – none, Risk-free rate : 2.48% to 2.70%.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities.

Purchase Price Allocation

In accordance with ASC 805, Business Combinations, the Company recorded the assets acquired and liabilities assumed at their respective estimated fair values as of their respective acquisition dates, based on internal company evaluations. The total estimated purchase prices were allocated to the assets acquired and liabilities assumed based on their estimated fair values. The fair value allocation is preliminary and is subject to change based on evaluations of the assets currently being performed by the Company.

Intangible Assets

Intangible assets subject to amortization are stated at cost and are amortized using the straight-line method over the estimated useful life of the assets. Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable.

Impairment of Long-lived Assets

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35-21, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable. During the nine month periods ended September 30, 2019 and 2018, the Company did not recognize any impairment charges.

Reclassifications

Stock Based Compensation

During the nine months ended September 30, 2019 and 2018, the Company did not issue any stock options for employee compensation. The former stock based compensation plan expired on September 11, 2018. There is $303,925 of stock issued for services.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and subsequently amended the guidance relating largely to transition considerations under the standard in January 2017, to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We will be required to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented using a modified retrospective approach, with certain practical expedients available.

The standard was effective for us beginning January 1, 2019. The standard may have a material impact on our balance sheets in the future if we enter into new leases, but will not have a material impact on our statement of operations. The most significant impact will be the recognition of ROU assets and lease liabilities for operating leases. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and is expected to be implemented in our December 31, 2019 year end statements, if we enter into new leases.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The new guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. Early adoption is permitted in interim periods, including periods for which financial statements have not been issued or financial statements have not been made available for issuance. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements.

The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements. The Company has taken the position that any future standards will not be disclosed to the extent they are not material to our operations.

NOTE 3. GOING CONCERN

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because of recent events, no certainty of continuation can be stated. The accompanying condensed consolidated financial statements for September 30, 2019 and 2018 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has suffered losses from operations and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. 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 limited 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 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.

NOTE 4 - PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT

Property and equipment at September 30, 2019 and December 31, 2018 consisted of the following:

		2019		2018
Office and computer equipment	$	788,918	$	-
Furniture and fixtures		102,297		-
Software		1,167,466		-
Vehicles		27,172		-
Total property, software and computer equipment		2,085,853		-
Less: accumulated depreciation		(132,824)		-
	$	1,953,029	$	-

Depreciation expense for the three and nine months ended September 30, 2019 was $56,925, and $ 132,824 respectively, compared to $0 for the same periods in 2018.

NOTE 5 – Intangible Assets

Intangible assets of the Company at September 30, 2019 and December 31, 2018 are summarized as follows:

	September 30, December 31,
	2019			2018
Customer relationships	$	6,114,086		$	-
Less: accumulated amortization		(342,562	)		-
Total intangible assets	$	5,771,524		$	-

Amortization expense for the three and nine months ended September 30, 2019 was $103,371 and $ 241,358 respectively, compared to $0 for the same periods in 2018.

NOTE 6. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

	September 30,		December 31,
	2019		2018
Accrued interest - notes	$	183,738	$	29,709
Accrued interest – internal revenue service		670,000		610,000
Total other current liabilities	$	853,738	$	639,709

NOTE 7. SHORT AND LONG TERM BORROWINGS

On September 14, 2018, the Company issued a short-term convertible note payable for $50,000. The note was originally due on February 14, 2019 and bears interest at a rate of 15% per annum. The note is convertible into shares of common stock at $0.10 per share. The company is currently negotiating an extension with the noteholder, and has paid $5,000 as a principal payment during the quarter. This note is currently past due and is being negotiated to cure, nevertheless this note has no default provisions.

Short-term and Long-term borrowings, excluding acquisition related, consist of the following:	September 30,			December 31,
Short term debt;	2019			2018
Convertible Promissory Notes, bearing an annual interest rate of 15% secured, due 02/14/2019		45,000			50,000
Convertible Promissory Notes, bearing an annual interest rate of 12% secured, due 08/27/2019		199,181			250,000
Convertible Promissory Notes, bearing an annual interest rate of 15% secured, due 08/07/2020		1,517,063			-
Total short term debt		1,761,244			300,000

Long term debt;
Convertible Promissory Notes, bearing an annual interest rate of 15% secured, due 08/07/2020		-			717,391
Total short-term and long-term borrowings, before debt discount		1,761,244			1,017,391
Less debt discount		(872,101	)		(792,777	)
Total short-term and long-term borrowings, net	$	889,143		$	224,614

Short-term and Long-term borrowings, acquisition related, consist of the following:
Short-term borrowings – net of discount – acquisition related		1,571,840		81,136
Long-term borrowings – net of discount – acquisition related		2,100,000		143,478
Total short-term and long-term borrowings – acquisition related	$	3,671,840	$	224,614

Total short-term and long-term borrowings		889,143		224,614
Total short-term and long-term borrowings – Acquisition related		3,671,840		-
Total short-term and long-term borrowings	$	4,560,983	$	224,614

On August 7, 2018, we entered into a securities purchase agreement (“SPA”) with Discover Growth Fund, LLC (“Discover”), pursuant to which we issued a senior secured redeemable convertible debenture in the principal amount of $2,717,391 (of which $217,391 was retained by Discover as an original issue discount) (the “Debenture”), in exchange for $500,000 cash consideration and a promissory note issued to BYOC in the amount of $2,000,000 (the “Note”). Pursuant to the terms of the SPA, we issued to Discover a warrant to purchase up to 16,666,667 shares of our common stock, exercisable beginning on the six (6) month anniversary from the date of issuance for a period of three (3) years at an exercise price of $0.15 per share (the “Warrant”).

The Debenture is subject to interest at a rate of 8.0% per annum and can be converted into shares of the Company’s common stock at a price equal to the lower of (i) $0.15 per share of common stock, and (ii) if there has never been a trigger event (as defined in the Debenture), (A) the average of the 5 lowest individual trades of the shares of common stock, less $0.01 per share, or following any such trigger event, (B) 60% of the foregoing. However, at no time can the debenture be converted at a price below $0.001 per share.

During the first quarter 2019 Discover Growth Fund LLC issued the additional $2,000,000 to the Company and converted $1,060,486 of the aggregate debt. During the current quarter Discover Growth Fund LLC converted $77,020 of their outstanding debt.

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

On November 27, 2018, the Company received funding in conjunction with a convertible promissory note and a 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 a 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. 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%.

NOTE 8. ACQUISITION RELATED SHORT AND LONG TERM BORROWINGS

Short-term and Long-term borrowings, acquisition related, consist of the following:	September 30,		December 31,
Short term debt; acquisition related;	2019		2018
Short term note – Jean Mork Bredeson Cash deficit holdback		210,000		-
Short Term note – Jean Mork Bredeson Purchase allocation		1,361,840		-
Total short-term debt, acquisition related		1,571,840		-

Long term debt; acquisition related;
Promissory Note – Jean Mork Bredeson, interest rate of 5.5%, due 2/28/2022		2,100,000		-
Total short-term and long-term borrowings, before debt discount		3,671,840		-
Less debt discount		-		-
Total short-term and long-term borrowings, acquisition related	$	3,671,840	$	-

Effective February 28, 2019 as a component of the closing of the business combination between Beyond Commerce, Inc. and Service 800, Jean Mork Bredeson, Founder and President of Service 800, the Company issued a $2,100,000 three year 5.5% promissory note. Interest only payments are required during the first year of the note. The $2,100,000 promissory note is personally guaranteed by George Pursglove which in turn will be Geordan Pursglove since the passing of the former CEO.

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 held out 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 the 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 $1,361,840 during the first three quarters.

NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL

Common Stock

As of September 30, 2019, our authorized capital stock consisted of 1,900,000,000 shares of common stock, par value $0.001 per share. As of September 30, 2019, there were 1,434,004,678 issued and outstanding shares of common stock. During the nine months ended September 30, 2019 the Company issued 335,729,678 shares valued at $1,778,592 for the conversion of certain debt and accrued interest into shares of our stock. Also, during these nine months the Company issued 70,000,000 shares valued at $427,000, which was based on the stock price for our stock on the date of the close, in relation to the acquisition of PathUX and 10,825,000 shares valued at $303,925 for services provided in lieu of cash.

Preferred Stock

We are authorized to issue up to 250,000,000 shares of our “blank check” preferred stock, par value of $0.001. Effective July 27, 2017, we designated 250,000,000 of our “blank check” preferred shares as Series A Preferred Stock, all of which are issued and outstanding. Each share of Series A Preferred Stock entitles its holder to (i) cumulative, non-participating dividends in preference and priority to any declaration or payment of a dividend on any of the Company’s common stock, at a rate of 12% per annum, and (ii) three

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

times (3x) voting preference over common stock. As of September 30, 2019, and December 31, 2018, there were 250,000,000 issued and outstanding shares of preferred stock.

Warrants

The Company entered into an agreement in 2018 in conjunction with convertible notes payable to issue seven (7) warrants to purchase shares of the Company’s common stock which have an exercise price of $0.15 or 65% of the three lowest trading days within a 20-day market price timeframe, whichever is lower. The warrants also contain certain cashless exercise features. The issuance of these warrants is predicated on the completion of the funding requirements within the terms of the security agreement, however, these funding requirements were never met. The Company is currently negotiating a settlement with respect to any warrants.

Pursuant to the terms of the Discover Growth Fund SPA, we issued to Discover warrant to purchase up to 16,666,667 shares of our common stock upon the subsequent funding of the remaining $2,000,000 which occurred on February 28, 2019, exercisable beginning on the nine (9) month anniversary from the date of issuance for a period of three (3) years at an exercise price of $0.15 per share (the “Warrant”). In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model, and based on the relative fair value of the warrant and cash received, we recorded a debt discount on the note principle of $696,850. Management used the following inputs to value the Discover Warrants by Expected Term – 3 years, Exercise Price - $0.15, Expected Volatility- 388.94%, Expected dividends – None, and Risk-Free Rate – 2.54%

NOTE 10. COMMITMENTS AND CONTINGENCIES

Legal Matters

In 2008 the Company filed suit against its former co-founder, President, Chief Executive Officer George Pursglove for breach of confidentiality and non-compete while employed and also postemployment, breach of fiduciary duty and other matters, and the Company was seeking to enforce certain non-compete agreements. The former CEO subsequently counter-sued the Company for breach of contract, breach of implied covenant of good faith and fair dealing and other matters. The former CEO was seeking to be awarded $75,000 in cash plus at least 3.3 million shares of stock of the Company. On July 28, 2011, the Company received a jury verdict ordering and adjudging in Case Number 2:08-cv-00496-KJD-LRL where BOOMj.com was the Plaintiff and the former CEO was the Defendant & Counterclaimant, that a judgment be entered in favor of the Defendant and Counterclaimant against the Plaintiff, BOOMj.com, in the amount of $20,775 for damages as to the claim for failure to pay wages, $3,000,000 for damages as to the conversion claim, and $3,000,000 for punitive damages. This judgement was forgiven during the third quarter 2019 and the relative liabilities were extinguished. As of September30, 2019 and December 31, 2018 there was an outstanding principle balance of $0 and $5,758,332, respectively outstanding for this matter. The debt was forgiven by the Pursglove Estate, after it had been determined that it was in the best interest of the estate to not exhaust its resources in accordance with the required collection efforts.

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. During 2019, we intend to move the Company’s headquarters to Florida. There is also a location in Minnesota for Service 800, Inc. The current address of Service 800, Inc. is 2190 Wayzata Blvd, Long Lake Minnesota 55356. Service 800 rents its facilities under an operating lease agreement with Green Valley Associates., which is owned by the sole shareholder of the Company. The lease, which expires December 31, 2019, requires base monthly rents of $16,200, plus operating expenses. The lease automatically renews for an additional one year term unless terminated by either party. The effect of ASU No. 2016-02, Leases ( Topic 842) will not have a material effect on our financial statements unless we enter into new leases.

Tax Lien

On February 17, 2010, the Internal Revenue Service placed a federal tax lien of $756,711 and an additional $161,150 on September 14, 2010, against all of the property and rights to the property of BOOMj.com for unpaid federal payroll withholding taxes for the year ended December 31, 2009. The current amount outstanding including penalty and interest is $1,727,163, which is also inclusive of amounts outstanding for state tax related claims of $63,725. The accrued interest on the balance sheet related to this liability is $670,000 and $610,000 as of September 30, 2019 and December 31, 2018, respectively.

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

NOTE 11. RELATED PARTIES

On May 2, 2017, the Pursglove judgement was reduced by $262,453 through the issuance of 250,000,000 shares of Series A Convertible 12% Cumulative Preferred stock. The Company also authorized and issued 206,250,000 shares of BCI’s Series A Convertible 12% Cumulative Preferred stock at a price of ($.001 par value) per share to The 2GP Group LLC an entity controlled by Geordan Pursglove, President, CEO and Director. The Series A Convertible 12% Cumulative Preferred stock include a three times (3x) voting preference.

On May 8, 2019, the Company issued a short-term convertible note payable for $54,000. The note had a sixty day term which was due on July 8, 2019 and bears interest at a rate of 15% per annum. The company is currently negotiating an extension with the noteholder as it is currently past due, however the note has no default provisions.

NOTE 12. NET INCOME (LOSS) PER SHARE OF COMMON STOCK

In the accompanying condensed consolidated financial statements, basic net income (loss) per share of common stock is computed by dividing the net income (loss) by the weighted average number of shares of common stock 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.

Convertible debt that is convertible into 101,137,509 and 333,333 shares of the Company’s common stock are not included in the computation, along with 250,000,000 and 250,000,000 of the Company’s preferred stock, for the three and nine months ended September 30, 2019 and 2018, respectively. Additionally, there are 16,666,667 and zero warrants that are exercisable into shares of stock as of September 30, 2019 and September 30, 2018, respectively, and there is an outstanding issue with Iliad, a former noteholder that claims warrants as being issued and outstanding that could result in 1,308,286 shares being issued. The Company is currently in negotiations over the issue. As warrants are exercisable above the current market rate, they would be excluded from any dilute share calulations.

The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the three and nine-month period ended September 30, 2019 and 2018:

		Nine-month period ended September 30,					Three-month period ended September 30,
		2019			2018		2019			2018
Net income (loss)	$	(7,113,493)		$	(2,243,387)	$	1,808,517		$	(1,102,505)

Weighted average shares used for basic earnings per share	1,176,847,590			1,005,198,351		1,343,286,588			1,010,330,434

Incremental diluted shares	-		*	-				2,193,943,809	-		*

Weighted average shares used for diluted earnings per share	1,176,847,590			1,005,198,351		3,537,230,397			1,010,330,434

Net income (loss) per share:
Basic	$	(0.01)		$	(0.00)	$	0.00		$	(0.00)

Diluted	$	(0.01)		$	(0.00)	$	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).

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

NOTE 13. ACQUISITIONS

Description of the Transactions

Service 800, Inc.

On March 4, 2019 Jean Mork Bredeson, Founder and President of Service 800, Inc., received $1,890,000 in cash, a short term cash hold back of $210,000 and $2,100,000 in a three year 5.5% promissory note. The $2,100,000 promissory note is personally guaranteed by Geordan Pursglove Beyond Commerce’s President, CEO. On July 18, 2018 Jean Mork Bredeson received 2,000,000 shares of Beyond Commerce’s restricted common stock, and directed the issuance of 3,000,000 additional shares to three other individuals as part of the business combination as follows: On July 18, 2018 Allen Bredeson, Vice President of Marketing and Client Relations, received 1,000,000 shares of Beyond Commerce’s restricted common stock. Derick White, Vice President of Sales received 1,000,000 shares of Beyond Commerce’s restricted common stock, and Jeff Schwendinger, Vice President of Operations received 1,000,000 shares of Beyond Commerce’s restricted common stock. The effective date of this business combination between Beyond Commerce and Service 800, is February 28, 2019, when Beyond Commerce received 100% of Service 800 stock, assets consisting of the company’s website, customer lists, current customer base, and customer’s in the company’s pipeline and proprietary software.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on internal company evaluations at the date of acquisition:

*Assets Acquired:*
Prepaid expenses	$	28,316
Property, plant and equipment		1,067,989
Intangible asset – customer list		4,053,892
Assets acquired	$	5,150,197

*Liabilities Assumed:*
Accounts payable	$	121,958
Outstanding checks		63,084
Other current liabilities		293,145
Liabilities assumed	$	478,187

Net assets acquired	$	4,672,010
Fair value of consideration given	$	4,672,010

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

PathUX, LLC

On May 31, 2019, Robert Bisson, Christian Schine, and Ryan Rich, the three members of PathUX, LLC, received an aggregate of 70,000,000 shares of Beyond Commerce’s restricted common stock, valued at $427,000. The $427,000 is reflected as deposit on the acquisition of PathUX to be held in escrow pending the following alternatives, which would encompass the return of these shares:

i.Ninety (90) days after closing, Beyond Commerce, Inc. at the discretion of the former PathUX LLC members shall owe $1,000,000 to the three former members. The payment due date may be extended at the discretion of the Company for an additional ninety (90) days, for a total of one hundred eighty (180) days, through incremental cash payment aggregating $300,000 of additional monetary compensation.

ii.Company will also during this time period, and once again at the discretion of the former members, issue a $2,000,000 convertible promissory note, which carries a two year quarterly amortizing payment requirement of $317,068.40 starting on December 30, 2019, and an 8.0% interest rate. This note is fully amortized on June 30, 2021.

These contingent liabilities are presented on the Company’s financials as follow:

Short-term contingent acquisition liability			$ 1,951,205
Long-term contingent acquisition liability			1,048,795
Total contingent acquisition liability			$ 3,000,000

On June 4, 2019, Robert Bisson, received 31,500,000 shares of Beyond Commerce’s restricted common stock, Christian Schine received 31,500,000 shares of Beyond Commerce’s restricted common stock, and Ryan Rich, received 7,000,000 shares of Beyond Commerce’s restricted common stock. The business combination between Beyond Commerce and PathUX LLC, became effective May 31, 2019, when Beyond Commerce received 100% of PathUX’s membership interests. PathUX’s assets consist of the company’s website, customer lists, current customer base, and customer’s in the company’s pipeline and proprietary software.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on internal company evaluations at the date of acquisition:

*Assets Acquired:*
Cash	$	9,066
Accounts receivable		16,327
Proprietary Software		1,063,441
Intangible asset – customer list		2,070,110
Assets acquired	$	3,158,943


Accounts payable	$	5,705
Other current liabilities		153,238
Liabilities assumed	$	158,943

Net assets acquired	$	3,000,000
Fair value of consideration given	$	3,000,000

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BEYOND COMMERCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Service 800 Inc, and PathUX. occurred on January 1, 2018:

	Nine Months Ended
	September 30,
	2019		2018
Net Revenues	$	4,753,242	$	1,348,994
Net (loss) income from operations		(7,477,625)		(1,148,870)
Net (loss) income per share from operations		(0.01)		(0.00)
Weighted average number of shares – basic and diluted		1,176,847,590		1,004,144,021

NOTE 14. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements, other than the following : On October 1, 2019 a shareholder cancelled 100 Series A Preferred Shares and the number of authorized preferred Series A shares were reduced to 249,999,900. The board then authorized the designation of 51 shares as Series B Preferred Stock, with the remaining 49 shares undesignated, On October 2, 2019. the board issued 20 shares of Series B Preferred Stock to Geordan Pursglove.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis or Plan of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words or expressions. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for our products, and competition.

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 quarterly report.

About Beyond Commerce

Beyond Commerce, Inc. was formed in the State of Nevada on January 12, 2006.

We plan to operate within two markets: (1) the Business-to-Business Internet Marketing Technology and Services market and (2) the Information Management market. Our goal is to develop proprietary software for digital transformation of clients’ existing content. We believe our planned platform, strategy, and suite of software products and services will provide secure and scalable information control solutions for global companies. We believe our planned software will assist organizations in finding, utilizing, and sharing business information between devices in ways that are intuitive, efficient and productive. We believe that our business model will ensure that information will remain secure and private, as necessitated by the current market climate.

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 will 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.

We plan to offer the proposed software through traditional on-premise solutions, SaaS as a cloud based solution, or a combination of on-premise, SaaS or cloud based solutions. We plan to work with our clients and their needs as to which delivery method they prefer. We believe giving clients a choice and flexibility will help us to obtain long-term client value.

Recent Developments

Service 800 Agreement

On December 14, 2017, we entered into an agreement with Service 800 and the sole shareholder of Service 800 (the “Shareholder”), and on March 4, 2019 we purchased all of the issued and outstanding shares of common stock of Service 800 from the Shareholder (the “Transaction”). Service 800 operates as a premium provider of Customer Feedback Management Platforms to their Fortune 500 and 1000 clients on a global basis. Service 800 provides survey authoring, response rates, feedback types and data analysis on their proprietary, cloud based, automated and centralized platform. Service 800 has currently 40 full time employees that provide

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services to 130 companies and 300 service organizations. Service 800’s current operations and strategic business plan is to further develop its marketing and Customer Experience platform to use within the framework of its current Fortune 500 and 1000 clients.

Upon the closing of the business combination, Jean Mork Bredeson, Founder and President of Service 800, Inc., received $2,100,000 in cash, and $2,100,000 in a three year 5.5% promissory note. The $2,100,000 promissory note is personally guaranteed by Geordan Pursglove Beyond Commerce’s President, CEO. On July 18, 2018 Jean Mork Bredeson received 2,000,000 shares of Beyond Commerce’s restricted common stock. On July 18, 2018 Allen Bredeson, Vice President of Marketing and Client Relations, received 1,000,000 shares of Beyond Commerce’s restricted common stock. On July 18, 2018 Derick White, Vice President of Sales received 1,000,000 shares of Beyond Commerce’s restricted common stock, and Jeff Schwendinger, Vice President of Operations on July 18, 2018 received 1,000,000 shares of Beyond Commerce’s restricted common stock. Upon the closing of the business combination between Beyond Commerce and Service 800, Beyond Commerce received 100% of Service 800 stock, assets consisting of the company’s website, customer lists, current customer base, and customer’s in the company’s pipeline and proprietary software.

PathUX Agreement

On May 31, 2019 we closed the acquisition of PathUX, LLC. which provides Cloud-based marketing automation software and supplements our strategic vision. The Company believes there are several opportunities for synergies and cross-selling and look forward to our future growth plans as one Entity. Path UX has a recurring revenue business model that offers a high degree of visibility, predictability and scale.

Headquartered in Westport, Connecticut, PathUX is a premiere software developer that specializes in the development of proprietary tools providing Cloud based marketing automation and analytics for their clients. With these tools, marketers can create precise audiences to deliver more relevant messages to their customers.

On June 4, 2019 Robert Bisson, received 31,500,000 shares of Beyond Commerce’s restricted common stock, Christian Schine received 31,500,000 shares of Beyond Commerce’s restricted common stock, and Ryan Rich, received 7,000,000 shares of Beyond Commerce’s restricted common stock. The effective date of this business combination between Beyond Commerce and PathUX LLC, is May 31, 2019, when Beyond Commerce received 100% of PathUX membership interest, assets consisting of the company’s website, customer lists, current customer base, and customer’s in the company’s pipeline and proprietary software.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED

Ninc months ended September 30, 2019 and September 30, 2018.

Revenue

Revenue generated for the nine months ended September 30, 2019 was $3,556,813 as we began reporting revenue being created from both the Service 800 acquisition which was closed on March 4, 2019 and was effective February 28, 2019 and the PathUX acquisition which closed on May 31, 2019, compared to no revenue from the comparable nine month period in 2018.

Operating Expenses

For nine months end September 30, 2019, operating expenses were $4,921,523 and for the nine months ended September 30, 2018, operating expenses were $1,214,259. The significant increase is mainly attributable to the Service 800 and PathUX acquisitions and the related costs associated with this operation. There was a $1,262,672 increase in cost of goods sold compared to zero in the comparable period. Payroll increased $1,217,886 from $270,000 to $1,487,886 during the nine months ended September 30, 2018 and 2019, respectively, due to the Service 800 and PathUX employee addition, and general and administrative costs increased $775,572 once again due to the Service 800 and PathUX additions. The significant decrease was in professional fees as the Company reduced these types of expenditures by $57,735 due to less utilization.

Non-operating income (expense)

The Company reported non-operating expense of $5,748,783 during the nine months ended September 30, 2019, an increase of $4,719,655 compared to $1,029,128 during the nine months ended September 30, 2018, mainly attributable to the changes in the derivative liability and debt fees associated with the Discover Growth Fund Note.

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Net Income (loss)

For nine months end September 30, 2019, the Company incurred a net loss of $7,113,493 as compared to a net loss of $2,243,387 for nine months end September 30, 2018, which was primarily due to a loss on derivative related income from the changes in liability and debt fees associated with the Discover Growth Fund Note. As of September 30, 2019, the Company had an accumulated deficit of $49,876,173 and as of December 31, 2018, the Company had an accumulated deficit of $42,762,680.

Three months ended September 30, 2019 and September 30, 2018.

Revenue

Revenue generated for the three months ended September 30, 2019 was $1,807,928 as we began reporting revenue being created from both the Service 800 acquisition which was closed on March 4, 2019 and was effective February 28, 2019 and the PathUX acquisition which closed on May 31, 2019, compared to no revenue from the comparable three month period in 2018.

Operating Expenses

For three months end September 30, 2019, operating expenses were $2,311,488 and for the three months ended September 30, 2018, operating expenses were $274,217. The significant increase is mainly attributable to the Service 800 and PathUX acquisitions and the related costs associated with this operation. There was a $752,161 increase in cost of goods sold compared to zero in the comparable period. Payroll increased $455,518 from $90,000 to $545,518 during the three months ended September 30, 2018 and 2019, respectively, due to the Service 800 and PathUX employee addition, and general and administrative costs increased $353,821 once again due to the Service 800 and PathUX additions.

Non-operating income (expense)

The Company reported non-operating income of $2,312,077 during the three months ended September 30, 2019, an increase of $3,140,365 compared to expense of $828,288 during the three months ended September 30, 2018, mainly attributable to the changes in the derivative liability and debt fees associated with the Discover Growth Fund Note.

Net Income (loss)

For three months end September 30, 2019, the Company incurred a net income of $1,808,517 as compared to a net loss of $1,102,505 for three months end September 30, 2018, which was primarily due to derivative-related income from the changes in liability and debt fees associated with the Discover Growth Fund Note.

Plan of Operations

We are an early stage corporation that intends to operate as an IMT&S provider. We have only recently began generating income from our business. As of September 30, 2019, we currently have $283,726 cash on hand. Upon the effectiveness of the Company’s registration statement, we received $2,000,000 from Discover in accordance with our securities purchase agreement. At such time, we had sufficient capital to satisfy our cash requirements to close on our acquisition of Service 800, Inc. However, we believe we will require additional funds of approximately $1,155,000 to satisfy our cash requirements as we implement our business plan and operate our business. This capital will be used to build out our infrastructure, to provide for the payment of advisory and accounting services, legal, lease of our office space and anticipated up-listing fees to a national securities exchange. However, there can be no assurance that we will qualify for either exchange or that our application will be approved.

Over the course of the 12-month period, we plan to raise capital to support our business plan through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock, or that we will be able to raise sufficient capital required to implement our business plan on acceptable terms, if at all. Even if we are successful in raising enough capital to implement our business plan, we may continue to be unprofitable.

We anticipate our cash requirements to be as follows:

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Estimated Funding Required During the Next Twelve Months
Expense	Amount
Legal *	180,000
Accounting *	250,000
SG&A	200,000
Debt Service *	250,000
Up-listing Fees	85,000
Investor Relations	90,000
Travel	75,000
Miscellaneous	25,000
Total	$1,155,000

*Estimated expense

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.

Going Concern

There is substantial doubt about our ability to continue as a going concern.

As of September 30, 2019, we had an accumulated deficit of $49,876,173. Since we discontinued operations in 2012 the continuity of our future operations is dependent upon our ability to increase sales and brand awareness. These conditions raise substantial doubt about our ability to continue as a going concern. We intend to continue relying upon the issuance of debt and equity securities to finance our operations. In this regard, we are restricted by the number of shares available for issuance in an equity financing, and we will likely need to increase our authorized capital in order to take advantage of such financing. However, there can be no assurance that we will be successful in obtaining shareholder approval to increase our authorized capital, that there can be no assurance we will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. Our financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result should we cease to continue as a going concern.

Liquidity and Capital Resources

Our ability to continue as a going concern is dependent on our ability 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 $1,990,425 and $79,890 as of September 30, 2019 and December 31, 2018, respectively. Current assets would consist primarily of cash, accounts receivable and other assets. The Company had a $49,876,173 accumulated deficit on its balance sheet as of September 30, 2019.

We had total current liabilities of $11,671,919 and $14,404,293 as of September 30, 2019 and December 31, 2018, respectively. Current liabilities consisted primarily of the derivative liability, accounts payable, accrued payroll and payroll taxes, contingent acquisition liabilities, related party debt, convertible debt and interest, and the accrued interest, and principal due to Mr. Pursglove’ July 2011 Judgment. The increase in our current liabilities is attributable to accrued interest, salary accruals and short-term debt incurred as part of the Service 800 and PathUX acquisitions of approximately $ 7,445,534. The decrease in short term liabilities was due to the debt forgiveness of the Pursglove liabilities of $8,360,224.

We had a working capital deficit of $9,681,494 and $14,324,403 as of September 30, 2019 and December 31, 2018, respectively. This decrease of $4,642,909, or 32.0%, resulted primarily from the increase of certain liabilities as we begin to execute our plan along with short-debt and acquisition contingency associated with the Service 800 and PathUX acquisitions offset by the liability reduction of the Pursglove obligation of $8,360,224.

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Cash Flow from Operating Activities

For the nine months ended September 30, 2019 and 2018, cash provided by (used in) operating activities was $217,932 and ($382,921), respectively. This increase is mainly attributable to the Service 800 and PathUX acquisitions.

Cash Flow from Investing Activities

For the nine months ended September 30, 2019 and 2018, cash provided by (used in) investing activities was ($2,014,096) and ($100,000) respectively, which represents cash used in the Service 800 transaction.

Cash Flow from Financing Activities

For the nine months ended September 30, 2019 and 2018, cash provided by (used in) financing activities was $2,000,000 and $550,000, respectively, which represents cash from the Discover Growth Fund LLC.

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 foreseeable future.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

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 succeed in bringing 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. generally accepted accounting principles. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, we evaluate past judgments and our estimates, including those related to allowance for doubtful, allowance for inventory write-downs and write offs, deferred income taxes, provision for contractual obligations and our ability to continue as a going concern. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Note 2 to the consolidated financial statements, presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, describe the significant accounting estimates and policies used in preparation of our consolidated financial statements. There were no significant changes in our critical accounting estimates during the nine months ended September 30, 2019.

OFF BALANCE SHEET ARRANGEMENTS

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that is material to our interests.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not hold any derivative instruments and do not engage in any hedging activities.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.

We carried out an evaluation, under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2019. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report because we did not document our Sarbanes-Oxley Act Section 404 internal controls and procedures.

As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures such as implementing and documenting our internal controls procedures.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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 disclosure 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 that breakdowns can occur because of simple error or mistake. 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.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect, other than as set forth below.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

ITEM 1A. RISK FACTORS.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, filed with the U.S Securities and Exchange Commission on April 12, 2019.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Other than described below, there were no unregistered sales of equity securities that were not otherwise disclosed in a current report on Form 8-K.

On July 10, 2019, the Company issued 27,900,000 shares of common stock to Discover Group Fund LLC following the conversion of debt and interest held by Discover Group Fund LLC.

On July 10, 2019, the Company issued 15,000,000 shares of common stock to Auctus Fund LLC following the conversion of debt and interest held by Auctus Fund.

On July 29, 2019, the Company issued 27,829,802 shares of common stock to Auctus Fund LLC following the conversion of debt and interest held by Auctus Fund.

On July 30, 2019, the Company issued 10,000,000 shares of common stock to Discover Group Fund LLC following the conversion of debt and interest held by Discover Group Fund LLC.

On August 13, 2019, the Company issued 10,000,000 shares of common stock to Discover Group Fund LLC following the conversion of debt and interest held by Discover Group Fund LLC.

On August 20, 2019, the Company issued 10,000,000 shares of common stock to Discover Group Fund LLC following the conversion of debt and interest held by Discover Group Fund LLC.

On August 23, 2019, the Company issued 10,000,000 shares of common stock to Discover Group Fund LLC following the conversion of debt and interest held by Discover Group Fund LLC.

On August 27, 2019, the Company issued 30,000,000 shares of common stock to Auctus Fund LLC following the conversion of debt and interest held by Auctus Fund.

On September 4, 2019, the Company issued 10,000,000 shares of common stock to Discover Group Fund LLC following the conversion of debt and interest held by Discover Group Fund LLC.

On September 11, 2019, the Company issued 40,000,000 shares of common stock to Auctus Fund LLC following the conversion of debt and interest held by Auctus Fund.

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Except where noted, all the securities discussed in this Part II, Item 2 were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

There is no other information required to be disclosed under this item which was not previously disclosed.

ITEM 6. EXHIBITS.

Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith

10.1	Membership Interest Purchase Agreement by and among Path UX, LLC and its Members and Beyond Commerce, Inc., dated May 31, 2019	8-K	10.1	08/01/2019

10.2	Promissory Note dated May 31, 2019	8-K	10.2	08/01/2019

10.3	Security Agreement by and between the Company and Path UX, LLC and its Members	8-K	10.3	08/01/2019

31.1	Rule 13a-14(a) Certification of Principal Executive Officer.				X

31.2	Rule 13a-14(a) Certification of Principal Financial Officer.				X

32.1*	Section 1350 Certification of Principal Executive Officer.				X

32.2*	Section 1350 Certification of Principal Financial Officer.				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 Exchange Act.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Beyond Commerce, Inc.

Dated: November 14, 2019	By:	/s/ Geordan Pursglove
		Geordan Pursglove, Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

By:	/s/ Geordan Pursglove
	Geordan Pursglove
	Chief Executive Officer

By:	/s/ Geordan Pursglove
	Geordan Pursglove
	Chief Financial Officer