UNITED STATES

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): February 8, 2019

 

 

Beyond Commerce, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

(State or Other Jurisdiction of Incorporation)

 

000-52490

(Commission File Number)

98-0512515

(I.R.S. Employer Identification No.)

 

 

3773 Howard Hughes Pkwy, Suite: 500

Las Vegas, Nevada

(Address of Principal Executive Offices)

 

89169

(Zip Code)

 

(702) 675-8022

(Registrant’s Telephone Number, Including Area Code)

 

(Former name, former address, and former fiscal year, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Smaller reporting company   x                        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. ¨

 

 

 

Item 8.01 Other Events.

 

    Beyond Commerce, Inc. (OTCQB: BYOC) a planned global provider of B2B internet marketing analytics, technologies, and related services, is pleased to announce today that the Securities and Exchange Commission (“SEC”) declared effective Beyond Commerce’s Resale Registration Statement on Form S-1 424(b)(3) Final Prospectus relating to the resale by a certain selling securityholder of common shares and warrants issued and issuable from the Company. Beyond Commerce registered these securities to satisfy commitments it made in connection to the selling securityholder. Beyond Commerce is now a reporting company under the Securities Exchange Act of 1934, as amended. 

 

“We are very pleased that our registration statement has been declared effective. We can now turn our energies and focus to monetizing our business plan, grow and strengthen the company for our shareholders,” said the company’s Chairman and Chief Executive Officer, George Pursglove.

 

    The Form S-1 424(b)(3) Final Prospectus includes the consolidated audited financial statements for the years ended December 31, 2017 and 2016. Also included are the condensed consolidated reviewed financial statements for the nine month periods ended September 30, 2018 and 2017.

 

   This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

A copy of the Form S-1 424(b)(3) Final Prospectus is available through the following link or via the SEC’s website hhtp://www.sec.gov.(added “www)

 

https://www.sec.gov/Archives/edgar/data/1386049/000144586619000111/byoc_424b.htm

 

Item 9.01 Exhibits

 

Exhibit No.

Description

99.1

Press Release Dated 2/8/2019

 

 

SIGNATURES

 

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.

 

 

 

BEYOND COMMERCE, INC.

 

 

 

 

 

Date: February 8, 2019

By:

/s/ George D. Pursglove

 

 

 

George D. Pursglove,

Chief Executive Officer and Director

 

 

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BEYOND COMMERCE, INC. ANNOUNCES EFFECTIVENESS

OF FORM S-1 RESALE REGISTRATION STATEMENT

 

Las Vegas, NV February 7, 2019 — Beyond Commerce, Inc. (OTCQB: BYOC) a planned global provider of B2B internet marketing analytics, technologies, and related services, is pleased to announce today that the Securities and Exchange Commission (“SEC”) declared effective Beyond Commerce’s Resale Registration Statement on Form S-1 424(b)(3) relating to the resale by a certain selling securityholder of common shares and warrants issued and issuable from the Company. Beyond Commerce registered these securities to satisfy commitments it made in connection to the selling securityholder. Beyond Commerce is now a reporting company under the Securities Exchange Act of 1934, as amended. 

The Resale Registration Statement, while effective, allows the selling securityholder to publicly resell the securities covered by the registration statement, subject to the satisfaction by the selling securityholder of the prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with any such resale. Beyond Commerce will not receive any proceeds from any sales by the selling securityholder (although it could receive certain proceeds from the exercise of warrants covered by the registration statement), and Beyond Commerce is not aware of any plans by the selling securityholder to effect such a resale.

The Registration Statement can be accessed through the SEC’s website at https://www.sec.gov/Archives/edgar/data/1386049/000144586619000111/byoc_424b.htm A copy of the prospectus related to the offering may be obtained from Beyond Commerce’s OTCMKT website https://www.otcmarkets.com/stock/BYOC/news , or by calling (702) 675-8022.

 

“We are very pleased that our registration statement has been declared effective. We can now turn our energies and focus to monetizing our business plan, grow and strengthen the company for our shareholders,” said the company’s Chairman and Chief Executive Officer, George Pursglove.

 

The Company also stated that they intend to keep the market updated via the continued use of press updates as well as through the company’s social media channels. 

 

Twitter: @incbyoc
Facebook: fb.me/incbyoc

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the company's securities, nor shall there be any sale of these securities in any state in which offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Beyond Commerce, Inc. 

Las Vegas, Nevada-based Beyond Commerce, Inc. is focused on the planned acquisition of “big data” companies in the B2B internet marketing analytics, technologies and related services space. The

Beyond Commerce, Inc.

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Picture 1                                         PRESS RELEASE for immediate distribution

Company’s plans to develop, acquire and deploy disruptive strategic software technology that will build on organic growth potential and to exploit cross-selling opportunities. Beyond Commerce plans to offer a cohesive global digital product and services platform to provide clients with a single point of contact for their big data, marketing and related sales initiatives. 

Beyond Commerce Contact:

George Pursglove, CEO and Director

(702) 675-8022

george.pursglove@beyondcommerceinc.com

www.beyondcommerceinc.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the “safe harbor” created by those sections for such statements. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as “anticipate,” “believe,” “could,” “design,” “estimate,” “except,” “forecast,”  “goal,” “intend,” “look forward to,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negatives or other tense of such terms and other similar expressions intended to identify forward-looking statements and similar expressions. We use forward-looking statements relate to future events or future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements.

Beyond Commerce, Inc.

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