SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 31, 2010
BEYOND
COMMERCE, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52490
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98-0512515
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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750
Coronado Center Drive
Suite
120
Henderson,
Nevada 89052
(Address
of principal executive offices, including zip code)
(702)
952.9549
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.02 (a) Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
We are
filing this Form 8K to notify you to no longer rely on the unaudited financial
information for the period ended March 31, 2010 included in our May 14, 2010
Form 10-Q. On August 12, 2010 we concluded you should no longer rely on the
aforementioned unaudited financial information.
We are
filing separately an amended Form 10Q/A to provide corrected unaudited financial
information for the period ended March 31, 2010.
As
reported in our March 31, 2010 Form 10-Q our wholly owned subsidiary, KaChing
KaChing(“KaChing Nevada”)and Duke Mining, Inc. entered into a reverse merger on
April 22, 2010. Prior to the consummation of the reverse merger, certain
warrants were issued by KaChing KaChing.
While
preparing our second quarter financial statements we determined that there was
an error in the fair value calculation associated with those warrants issued in
the first quarter of 2010 as explained below.
Upon
incorporation of KaChing Nevada, it was the intent of KaChing Nevada to issue
KaChing Nevada warrants to certain employees and consultants of KaChing Nevada
for their assistance with starting up and working with the new company. At the
KaChing Nevada’s first board of directors meeting in February 2010 they
authorized for issuance warrants to acquire 21,443,019 shares of our common
stock with an exercise price of $0.001 per share and a term of 5 years. All of
the warrants vested immediately.
At the
time of issuance of the warrants, KaChing Nevada was a wholly owned subsidiary
of Beyond Commerce, Inc. and had no publicly traded stock of its own in which to
readily determine the stocks fair value. We had originally used par value to
determine the value of theKaChing Nevada warrants issued.
We have
subsequently determined that we should have used fair value to determine the
value of the warrants issued. In accordance with guidance derived from the
AICPA Audit and Accounting Practice Series “Valuation of Privately-Held-Company
Equity Securities Issued As Compensation” we decided to use the enterprise value
market approach. Because we set the exercise price of the warrants at KaChing
Nevada’s common stock’s par value, we valued those warrants as if KaChing Nevada
had issued common stock. We calculated the fair value of KaChing Nevada’s
common stock at $0.0259 per share as of the February 2010 issuance date by
deriving it from enterprise value of Beyond Commerce, Inc. as the parent
company of KaChing Nevada as our common stock was then publicly traded.
Consequently, we should have recorded an additional $259,805 of compensation
expense in the quarter ended March 31, 2010.
The
Company’s officers have conferred with its independent registered accountant on
the matters disclosed in this filing pursuant to Item 4.02(a).
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Beyond
Commerce, Inc.
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Date:
August 31, 2010
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By:
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/s/ Mark V. Noffke
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Mark
V. Noffke
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Chief
Financial Officer
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