Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Beyond Commerce, Inc. | |
Entity Central Index Key | 0001386049 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 1,434,004,678 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity File Number | 000-52490 | |
Entity Incorporation, State Country Code | NV | |
Entity Address, Address Line One | 3773 Howard Hughes Pkwy | |
Entity Address, Address Line Two | Suite 500 Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89169 | |
City Area Code | 702 | |
Local Phone Number | 675-8022 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash & cash equivalents | $ 283,726 | $ 79,890 |
Accounts receivable, net | 1,156,179 | 0 |
Other current assets | 123,521 | 0 |
Acquisition deposit | 427,000 | 0 |
Total current assets | 1,990,425 | 79,890 |
Property, equipment, and software - net | 1,953,029 | 0 |
Intangible asset | 5,771,524 | 0 |
Deposit in Service 800, Inc. | 0 | 572,000 |
Total assets | 9,714,979 | 651,890 |
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 | 0 |
Short-term borrowings- related party | 54,000 | 0 |
Pursglove Judgment payable - accrued interest | 0 | 2,363,192 |
Pursglove judgment payable | 0 | 5,758,322 |
Total current liabilities | 11,671,919 | 14,404,293 |
Long-term borrowings - net of discount | 2,100,000 | 0 |
Long-term contingent acquisition liability | 1,048,795 | 0 |
Total liabilities | 14,820,714 | 14,547,771 |
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 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 250,000,000 | 250,000,000 |
Preferred stock, shares issued | 250,000,000 | 250,000,000 |
Preferred stock, shares outstanding | 250,000,000 | 250,000,000 |
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 1,900,000,000 | 1,900,000,000 |
Common Stock, shares issued | 1,434,004,678 | 1,017,450,000 |
Common Stock, shares outstanding | 1,434,004,678 | 1,017,450,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,807,928 | $ 0 | $ 3,556,813 | $ 0 |
Operating expenses | ||||
Cost of revenue | 752,161 | 0 | 1,262,672 | 0 |
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 | 0 | 508,869 | 0 |
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 | 0 | 0 | 0 | 0 |
Net income (loss) | $ 1,808,517 | $ (1,102,506) | $ (7,113,493) | $ (2,243,387) |
Net income (loss) per common share-basic and diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
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 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (7,113,493) | $ (2,243,387) |
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 | 0 |
Change in derivative liability | 1,953,543 | 24,337 |
Debt financing fees | 0 | 217,391 |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable | 93,977 | 0 |
(Increase) decrease in other current assets | (28,004) | 0 |
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) | 0 |
Deposit for investment | 0 | (100,000) |
Cash acquired in acquisition | 204,105 | 0 |
Net cash used in investing activities | (2,014,096) | (100,000) |
Cash flows from financing activities: | ||
Repayment of Convertible Notes | 0 | (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 | 0 |
Cash and cash equivalents, ending balance | 283,726 | 67,079 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash Paid For Interest | 0 | 0 |
Cash Paid For Income taxes | 0 | 0 |
Summary of Non-Cash Investing and Financing Information: | ||
Stock issued for conversion of debt | 1,778,592 | 0 |
Notes issued in relation to Service 800 acquisition | 2,000,000 | 0 |
Purchase Price holdback note on Service 800 acquisition | 210,000 | 0 |
Purchase price allocation note on Service 800 acquisition | 1,233,828 | 0 |
Stock issued for acquisition deposit of PathUX | 427,000 | 0 |
Related party debt forgiveness | $ 8,360,224 | $ 0 |
RECONCILIATION OF STOCKHOLDERS'
RECONCILIATION OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, Amount at Dec. 31, 2017 | $ 1,000,000 | $ 25,941,352 | $ (38,466,441) | $ (11,275,089) |
Beginning balance, Shares at Dec. 31, 2017 | 1,000,000,000 | |||
Common stock issued for services, Amount | $ 3,500 | 451,500 | 455,000 | |
Common stock issued for services, Shares | 3,500,000 | |||
Net loss | (713,176) | (713,176) | ||
Ending balance, Amount at Mar. 31, 2018 | $ 1,003,500 | 26,392,852 | (39,179,617) | (11,533,265) |
Ending balance, Shares at Mar. 31, 2018 | 1,003,500,000 | |||
Beginning balance, Amount at Dec. 31, 2017 | $ 1,000,000 | 25,941,352 | (38,466,441) | (11,275,089) |
Beginning balance, Shares at Dec. 31, 2017 | 1,000,000,000 | |||
Net loss | (2,243,387) | |||
Ending balance, Amount at Sep. 30, 2018 | $ 1,013,950 | 27,355,682 | (40,709,829) | (12,090,197) |
Ending balance, Shares at Sep. 30, 2018 | 1,013,950,000 | |||
Beginning balance, Amount at Mar. 31, 2018 | $ 1,003,500 | 26,392,852 | (39,179,617) | (11,533,265) |
Beginning balance, Shares at Mar. 31, 2018 | 1,003,500,000 | |||
Common stock issued for services, Amount | $ 1,450 | 122,230 | 123,680 | |
Common stock issued for services, Shares | 1,450,000 | |||
Net loss | (1,140,882) | (1,140,882) | ||
Ending balance, Amount at Jun. 30, 2018 | $ 1,004,950 | 26,515,082 | (39,607,323) | (11,837,291) |
Ending balance, Shares at Jun. 30, 2018 | 1,004,950,000 | |||
Common stock issued for accounts payable conversion, Amount | $ 4,000 | 373,600 | 377,600 | |
Common stock issued for accounts payable conversion, Shares | 4,000,000 | |||
Stock issued for acquisition, Amount | $ 5,000 | 467,000 | 472,000 | |
Stock issued for acquisition, Shares | 5,000,000 | |||
Net loss | (1,102,506) | (1,102,506) | ||
Ending balance, Amount at Sep. 30, 2018 | $ 1,013,950 | 27,355,682 | (40,709,829) | (12,090,197) |
Ending balance, Shares at Sep. 30, 2018 | 1,013,950,000 | |||
Beginning balance, Amount at Dec. 31, 2018 | $ 1,017,450 | 27,599,349 | (42,762,680) | (13,895,881) |
Beginning balance, Shares at Dec. 31, 2018 | 1,017,450,000 | |||
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, Amount | $ 62,472 | 998,014 | 1,060,486 | |
Common stock issued for debt conversion, Shares | 62,472,003 | |||
Common stock issued for interest conversion, Amount | $ 5,508 | 90,399 | 95,907 | |
Common stock issued for interest conversion, Shares | 5,507,873 | |||
Net loss | (3,754,002) | (3,754,002) | ||
Ending balance, Amount at Mar. 31, 2019 | $ 1,085,430 | 33,257,157 | (46,516,682) | (11,924,095) |
Ending balance, Shares at Mar. 31, 2019 | 1,085,429,876 | |||
Beginning balance, Amount at Dec. 31, 2018 | $ 1,017,450 | 27,599,349 | (42,762,680) | (13,895,881) |
Beginning balance, Shares at Dec. 31, 2018 | 1,017,450,000 | |||
Common stock issued for services, Amount | 303,925 | |||
Net loss | (7,113,493) | |||
Ending balance, Amount at Sep. 30, 2019 | $ 1,434,004 | 43,086,434 | (49,876,173) | (5,105,735) |
Ending balance, Shares at Sep. 30, 2019 | 1,434,004,678 | |||
Beginning balance, Amount at Mar. 31, 2019 | $ 1,085,430 | 33,257,157 | (46,516,682) | (11,924,095) |
Beginning balance, Shares at Mar. 31, 2019 | 1,085,429,876 | |||
Common stock issued for services, Amount | $ 10,825 | 293,100 | 303,925 | |
Common stock issued for services, Shares | 10,825,000 | |||
Stock issued for acquisition, Amount | $ 70,000 | 357,000 | 427,000 | |
Stock issued for acquisition, Shares | 70,000,000 | |||
Extinguishment of derivative liabilities on conversion | 464,501 | 464,501 | ||
Common stock issued for debt conversion, Amount | $ 64,482 | 12,538 | 77,020 | |
Common stock issued for debt conversion, Shares | 64,482,327 | |||
Common stock issued for interest conversion, Amount | $ 12,538 | 2,442 | 14,980 | |
Common stock issued for interest conversion, Shares | 12,537,673 | |||
Net loss | (5,168,008) | (5,168,008) | ||
Ending balance, Amount at Jun. 30, 2019 | $ 1,243,275 | 34,386,738 | (51,684,690) | (15,804,677) |
Ending balance, Shares at Jun. 30, 2019 | 1,243,274,876 | |||
Extinguishment of derivative liabilities on conversion | 294,622 | 294,622 | ||
Common stock issued for debt conversion, Amount | $ 190,729 | 44,850 | 235,579 | |
Common stock issued for debt conversion, Shares | 190,729,802 | |||
Debt forgiveness | 8,360,224 | 8,360,224 | ||
Net loss | 1,808,517 | 1,808,517 | ||
Ending balance, Amount at Sep. 30, 2019 | $ 1,434,004 | $ 43,086,434 | $ (49,876,173) | $ (5,105,735) |
Ending balance, Shares at Sep. 30, 2019 | 1,434,004,678 |
NOTE 1. DESCRIPTION OF BUSINESS
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 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; • 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 POL
NOTE 2. SELECTED ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
NOTE 2. SELECTED ACCOUNTING POLICIES | 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 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: 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 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 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 Reclassifications 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. 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
NOTE 3. GOING CONCERN | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 3. GOING CONCERN | NOTE 3. GOING CONCERN 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
NOTE 4. PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
NOTE 4. PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT | 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
NOTE 5. INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
NOTE 5. INTANGIBLE ASSETS | 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 LIABILITI
NOTE 6. OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | |
NOTE 6. OTHER CURRENT LIABILITIES | 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 BOR
NOTE 7. SHORT AND LONG TERM BORROWINGS | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTE 7. SHORT AND LONG TERM BORROWINGS | 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. 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 SHO
NOTE 8. ACQUISITION RELATED SHORT AND LONG TERM BORROWINGS | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
8. ACQUISITION RELATED SHORT AND LONG TERM BORROWINGS | 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
NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL | 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 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 |
NOTE 10. COMMITMENTS AND CONTIN
NOTE 10. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 10. COMMITMENTS AND CONTINGENCIES | 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. |
NOTE 11. RELATED PARTIES
NOTE 11. RELATED PARTIES | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
NOTE 11. RELATED PARTIES | 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
NOTE 12. NET INCOME (LOSS) PER SHARE OF COMMON STOCK | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
NOTE 12. NET INCOME (LOSS) PER SHARE OF COMMON STOCK | 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 calculations. 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). |
NOTE 13. ACQUISITIONS
NOTE 13. ACQUISITIONS | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
NOTE 13. ACQUISITIONS | 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 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 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
NOTE 14. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
NOTE 14. SUBSEQUENT EVENTS | 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. |
NOTE 2. SELECTED ACCOUNTING P_2
NOTE 2. SELECTED ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | 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 | 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 | 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 | Fair Value of Financial Instruments The carrying value of the current assets and liabilities approximate fair value due to their relatively short maturities. |
Fair Value Measurements | 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 | 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 | 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 Property and equipment are carried at cost, and are being depreciated using the straight-line over the estimated useful lives as follows: 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 | 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 | 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 | Purchase Price Allocation In accordance with ASC 805, Business Combinations |
Intangible Assets | 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 | Impairment of Long-lived Assets 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 |
Reclassifications | Reclassifications 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. |
Stock Based Compensation | 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 | 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 2. SELECTED ACCOUNTING P_3
NOTE 2. SELECTED ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of 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: Equipment, Furniture and fixtures 5-7 years Software 16-60 months Vehicles 7 years |
NOTE 4. PROPERTY, SOFTWARE AN_2
NOTE 4. PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and 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 $ - |
NOTE 5. INTANGIBLE ASSETS (Tabl
NOTE 5. INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 $ - |
NOTE 6. OTHER CURRENT LIABILI_2
NOTE 6. OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of 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 B_2
NOTE 7. SHORT AND LONG TERM BORROWINGS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of short-term and long-term borrowings, excluding acquisition related | 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 |
Schedule of short-term and Long-term borrowings, acquisition related | 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 |
NOTE 8. ACQUISITION RELATED S_2
NOTE 8. ACQUISITION RELATED SHORT AND LONG TERM BORROWINGS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Schedule of 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 $ - |
NOTE 12. NET INCOME (LOSS) PE_2
NOTE 12. NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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). |
NOTE 13. ACQUISITIONS (Tables)
NOTE 13. ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Acquisition, Pro Forma Information | 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 |
Service 800 | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 |
PathUX | |
Schedule of contingent liabilities | 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 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 |
NOTE 2. SELECTED ACCOUNTING P_4
NOTE 2. SELECTED ACCOUNTING POLICIES (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Outstanding derivative liabilities | $ 5,443,245 | $ 2,480,543 | |
Impairment charge | $ 0 | $ 0 | |
Stock options | 0 | 0 | |
Stock based compensation plan expired | Sep. 11, 2018 | ||
Derivative Liabilities [Member] | |||
Expected dividends | 0.00% | 0.00% | |
Risk-Free Rate | 1.75% | ||
Derivative Liabilities [Member] | Minimum [Member] | |||
Expected Term | 10 months | 8 months | |
Exercise Price | $ 0.00066 | $ 0.012 | |
Expected Volatility | 177.67% | ||
Risk-Free Rate | 2.48% | ||
Derivative Liabilities [Member] | Maximum[Member] | |||
Expected Term | 1 year | 2 years | |
Exercise Price | $ 0.001 | $ 0.07466 | |
Expected Volatility | 182.79% | ||
Risk-Free Rate | 2.70% |
NOTE 2. SELECTED ACCOUNTING P_5
NOTE 2. SELECTED ACCOUNTING POLICIES: Estimated useful lives (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | |
Stock issued for services | $ 303,925 | $ 123,680 | $ 455,000 | $ 303,925 |
Equipment, Furniture and fixtures [Member] | Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life | 5 years | |||
Equipment, Furniture and fixtures [Member] | Maximum[Member] | ||||
Property, Plant and Equipment, Useful Life | 7 years | |||
Software [Member] | Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life | 16 months | |||
Software [Member] | Maximum[Member] | ||||
Property, Plant and Equipment, Useful Life | 60 months | |||
Vehicles [Member] | ||||
Property, Plant and Equipment, Useful Life | 7 years |
NOTE 4. PROPERTY, SOFTWARE AN_3
NOTE 4. PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 102,501 | $ 0 | $ 178,401 | $ 0 |
NOTE 4. PROPERTY, SOFTWARE AN_4
NOTE 4. PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT: Property and equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total property, software and computer equipment | $ 2,085,853 | $ 0 |
Less: accumulated depreciation | (132,824) | 0 |
Property, Plant and Equipment, Net | 1,953,029 | 0 |
Office and computer equipment [Member] | ||
Total property, software and computer equipment | 788,918 | 0 |
Equipment, Furniture and fixtures [Member] | ||
Total property, software and computer equipment | 102,297 | 0 |
Software [Member] | ||
Total property, software and computer equipment | 1,167,466 | 0 |
Vehicles [Member] | ||
Total property, software and computer equipment | $ 27,172 | $ 0 |
NOTE 5. INTANGIBLE ASSETS (Deta
NOTE 5. INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 103,371 | $ 0 | $ 241,358 | $ 0 |
NOTE 5. INTANGIBLE ASSETS_ Inta
NOTE 5. INTANGIBLE ASSETS: Intangible assets (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Customer relationships | $ 6,114,086 | $ 0 |
Less: accumulated amortization | (342,562) | 0 |
Total intangible assets | $ 5,771,524 | $ 0 |
NOTE 6. OTHER CURRENT LIABILI_3
NOTE 6. OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
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 B_3
NOTE 7. SHORT AND LONG TERM BORROWINGS (Details) - USD ($) | May 08, 2019 | Aug. 07, 2018 | Nov. 27, 2018 | Aug. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Aug. 14, 2018 |
Due date | Jul. 8, 2019 | ||||||||
Interest rate | 15.00% | ||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Promissory Note | $ 54,000 | ||||||||
Warrant | |||||||||
Number of warrants purchased | 16,666,667 | ||||||||
Warrants term | 3 years | ||||||||
Warrants exercise price | $ 0.15 | ||||||||
Convertible Promissory Notes | |||||||||
Short-term convertible note payable | $ 50,000 | ||||||||
Payment of principal | $ 5,000 | ||||||||
Convertible Promissory Notes | Security purchase agreement | |||||||||
Short-term convertible note payable | $ 250,000 | ||||||||
Due date | Aug. 27, 2019 | ||||||||
Interest rate | 12.00% | 8.00% | |||||||
Common stock issued for satisfication of funding exposure | 150,000 | ||||||||
Debenture description | (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. | ||||||||
Discover | |||||||||
Face amount | $ 77,020 | $ 77,020 | $ 1,060,486 | ||||||
Promissory Note | $ 2,000,000 | ||||||||
Discover | Senior secured redeemable convertible debenture | Security purchase agreement | |||||||||
Face amount | $ 2,717,391 | ||||||||
Cash consideration | 500,000 | ||||||||
Promissory Note | $ 2,000,000 | ||||||||
Warrants exercise price | $ 0.15 |
NOTE 7. SHORT AND LONG TERM B_4
NOTE 7. SHORT AND LONG TERM BORROWINGS : Schedule of short-term and long-term borrowings (Details) - USD ($) | May 08, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Short term debt | $ 1,761,244 | $ 300,000 | |
Total short-term and long term borrowings, before debt discount | 1,761,244 | 1,017,391 | |
Less debt discount | (872,101) | (792,777) | |
Total Debt net of Discounts | 889,143 | 224,614 | |
Interest rate | 15.00% | ||
Due date | Jul. 8, 2019 | ||
Convertible Promissory Notes | |||
Long term debt | $ 0 | 717,391 | |
Interest rate | 15.00% | ||
Due date | Aug. 7, 2020 | ||
Convertible Promissory Notes | |||
Short term debt | $ 45,000 | 50,000 | |
Interest rate | 15.00% | ||
Due date | Feb. 14, 2019 | ||
Convertible Promissory Notes Two | |||
Short term debt | $ 199,181 | 250,000 | |
Interest rate | 12.00% | ||
Due date | Aug. 27, 2019 | ||
Convertible Promissory Notes Three | |||
Short term debt | $ 1,517,063 | $ 0 | |
Interest rate | 15.00% | ||
Due date | Aug. 7, 2020 |
NOTE 7. SHORT AND LONG TERM B_5
NOTE 7. SHORT AND LONG TERM BORROWINGS: Schedule of short-term and Long-term borrowings, acquisition related (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
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 | 0 |
Total short-term and long-term borrowings | $ 4,560,983 | $ 224,614 |
NOTE 8. ACQUISITION RELATED S_3
NOTE 8. ACQUISITION RELATED SHORT AND LONG TERM BORROWINGS: (Details) - USD ($) | May 08, 2019 | Feb. 28, 2019 | Sep. 30, 2019 |
Due date | Jul. 8, 2019 | ||
Interest rate | 15.00% | ||
Jean Mork Bredeson | |||
Promissory note guaranteed | $ 2,100,000 | ||
Cash payment | $ 2,100,000 | ||
Related Party | Promissory Note | |||
Due date | Feb. 28, 2022 | ||
Interest rate | 5.50% |
NOTE 8. ACQUISITION RELATED S_4
NOTE 8. ACQUISITION RELATED SHORT AND LONG TERM BORROWINGS : Schedule of Short-term and long-term borrowings (Details) - USD ($) | May 08, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Short term debt | $ 1,761,244 | $ 300,000 | |
Total short-term and long term borrowings, before debt discount | 1,761,244 | 1,017,391 | |
Less debt discount | (872,101) | (792,777) | |
Total Debt net of Discounts | 889,143 | 224,614 | |
Interest rate | 15.00% | ||
Due date | Jul. 8, 2019 | ||
Related Party | |||
Short term debt | 1,571,840 | 0 | |
Total short-term and long term borrowings, before debt discount | 3,671,840 | 0 | |
Less debt discount | 0 | 0 | |
Total Debt net of Discounts | 3,671,840 | 0 | |
Related Party | Short term note | |||
Short term debt | 210,000 | 0 | |
Related Party | Short term note Two | |||
Short term debt | 1,361,840 | 0 | |
Related Party | Promissory Note | |||
Long term debt | $ 2,100,000 | $ 0 | |
Interest rate | 5.50% | ||
Due date | Feb. 28, 2022 |
NOTE 9. COMMON STOCK, WARRANT_2
NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 31, 2019 | Feb. 28, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Common Stock, authorized | 1,900,000,000 | 1,900,000,000 | ||||
Common Stock, issued | 1,434,004,678 | 1,017,450,000 | ||||
Common Stock, outstanding | 1,434,004,678 | 1,017,450,000 | ||||
Common stock issued for debt conversion, Amount | $ 1,778,592 | |||||
Common stock issued for debt conversion, Shares | 335,729,678 | |||||
Common stock issued for acquisition | $ 427,000 | $ 472,000 | ||||
Common stock issued for Cash | $ 303,925 | |||||
Common stock issued for cash, Shares | 10,825,000 | |||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Preferred Stock, authorized | 250,000,000 | 250,000,000 | ||||
Preferred Stock, issued | 250,000,000 | 250,000,000 | ||||
Preferred Stock, outstanding | 250,000,000 | 250,000,000 | ||||
Discover | ||||||
Funding | $ 2,000,000 | |||||
Warrant | ||||||
Warrants exercise price | $ 0.15 | |||||
Number of warrants purchased | 16,666,667 | |||||
Warrants term | 3 years | |||||
Debt discount | $ 696,850 | |||||
Expected Term | 3 years | |||||
Exercise Price | $ 0.15 | |||||
Expected Volatility | 388.94% | |||||
Expected dividends | 0.00% | |||||
Risk-Free Rate | 2.54% | |||||
PathUX | ||||||
Common stock issued for acquisition | $ 427,000 | $ 427,000 | ||||
Common stock issued for acquisition, Shares | 70,000,000 | 70,000,000 |
NOTE 10. COMMITMENTS AND CONT_2
NOTE 10. COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Jun. 14, 2010 | Feb. 17, 2010 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Legal Matters description | The former CEO was seeking to be awarded $75,000 in cash plus at least 3.3 million shares of stock of the Company. | ||||
Wages damage | $ 20,775 | ||||
Conversion claim damages | 3,000,000 | ||||
Punitive damages | 3,000,000 | ||||
Legal Matters | 0 | $ 5,758,332 | |||
Federal tax lien | $ 161,150 | $ 756,711 | |||
Tax Lien | 1,727,163 | ||||
State tax claims | 63,725 | ||||
Accrued interest on Tax Lien | $ 670,000 | $ 610,000 | |||
Service 800 | |||||
Monthly rent | $ 16,200 |
NOTE 11. RELATED PARTIES (Detai
NOTE 11. RELATED PARTIES (Details) - USD ($) | May 08, 2019 | May 02, 2017 | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred Stock, authorized | 250,000,000 | 250,000,000 | ||
Preferred Stock, issued | 250,000,000 | 250,000,000 | ||
Due date | Jul. 8, 2019 | |||
Interest rate | 15.00% | |||
Promissory Note | $ 54,000 | |||
Due date description | Within sixty days | |||
BCIs Series A Convertible Cumulative Preferred stock | Geordan Pursglove | ||||
Related parties description | Pursglove judgement was reduced by $262,453 through the issuance of 250,000,000 shares | |||
BCIs Series A Convertible Cumulative Preferred stock | The 2GP Group LLC | ||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | |||
Preferred Stock, authorized | 206,250,000 | |||
Preferred Stock, issued | 206,250,000 |
NOTE 12. NET INCOME (LOSS) PE_3
NOTE 12. NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||||
Stock option exercisable | 16,666,667 | 0 | 16,666,667 | 0 | |
Stock option outstanding | 1,308,286 | ||||
Common stock issued for debt conversion, Shares | $ 101,137,509 | $ 333,333 | $ 101,137,509 | $ 333,333 | |
Preferred stock | 250,000,000 | 250,000,000 | 250,000,000 |
NOTE 12. NET INCOME (LOSS) PE_4
NOTE 12. NET INCOME (LOSS) PER SHARE OF COMMON STOCK : Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||||||
Net income (loss) | $ 1,808,517 | $ (5,168,008) | $ (3,754,002) | $ (1,102,506) | $ (1,140,882) | $ (713,176) | $ (7,113,493) | $ (2,243,387) |
Weighted average shares used for basic earnings per share | 1,343,286,588 | 1,010,330,434 | 1,176,847,590 | 1,005,198,351 | ||||
Incremental diluted shares | 2,193,943,809 | 0 | 0 | 0 | ||||
Weighted average shares used for diluted earnings per share | 3,537,230,397 | 1,010,330,434 | 1,176,847,590 | 1,005,198,351 | ||||
Net income (loss) per share: | ||||||||
Basic | $ 0 | $ 0 | $ (0.01) | $ 0 | ||||
Diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
NOTE 13. ACQUISITIONS (Details)
NOTE 13. ACQUISITIONS (Details) - USD ($) | Jun. 04, 2019 | May 08, 2019 | Mar. 04, 2019 | May 31, 2019 | Jul. 18, 2018 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Feb. 28, 2019 |
Interest rate | 15.00% | ||||||||
Common stock issued for acquisition | $ 427,000 | $ 472,000 | |||||||
Jean Mork Bredeson | |||||||||
Restricted common stock | 1,000,000 | ||||||||
Promissory note guaranteed | $ 2,100,000 | ||||||||
Robert Bisson | |||||||||
Restricted common stock | 31,500,000 | ||||||||
Christian Schine | |||||||||
Restricted common stock | 31,500,000 | ||||||||
Ryan Rich | |||||||||
Restricted common stock | 7,000,000 | ||||||||
Service 800 | |||||||||
Cash | $ 1,890,000 | ||||||||
Short term cash hold back | $ 210,000 | ||||||||
Interest rate | 5.50% | ||||||||
PathUX | |||||||||
Common stock issued for acquisition | $ 427,000 | $ 427,000 | |||||||
Common stock issued for acquisition, Shares | 70,000,000 | 70,000,000 | |||||||
Deposit on acquisition | $ 427,000 | ||||||||
Acquisition description | 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 $317,068.40 starting on December 30, 2019, and an 8.0% interest rate, this note is fully amortized on June 30, 2021. |
NOTE 13. ACQUISITIONS_ Schedule
NOTE 13. ACQUISITIONS: Schedule of contingent liabilities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Short-term contingent acquisition liability | $ 1,951,205 | $ 0 |
Long-term contingent acquisition liability | 1,048,795 | $ 0 |
PathUX | ||
Short-term contingent acquisition liability | 1,951,205 | |
Long-term contingent acquisition liability | 1,048,795 | |
Total contingent acquisition liability | $ 3,000,000 |
NOTE 13. ACQUISITIONS_ Assets a
NOTE 13. ACQUISITIONS: Assets acquired and liabilities assumed (Details) - USD ($) | May 31, 2019 | Mar. 04, 2019 |
Service 800 | ||
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 | |
PathUX | ||
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 | |
Liabilities Assumed: | ||
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 |
NOTE 13. ACQUISITIONS_ Proforma
NOTE 13. ACQUISITIONS: Proforma information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Business Combinations [Abstract] | ||
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 |
Weighted average number of shares - basic and diluted | 1,176,847,590 | 1,004,144,021 |
NOTE 14. SUBSEQUENT EVENTS (Det
NOTE 14. SUBSEQUENT EVENTS (Details) - shares | Oct. 01, 2019 | Oct. 02, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, shares authorized | 250,000,000 | 250,000,000 | ||
Preferred stock, shares issued | 250,000,000 | 250,000,000 | ||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||
Number of shares cancelled | 100 | |||
Reduction in number of shares authorized | 249,999,900 | |||
Preferred stock, shares authorized | 51 | |||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||
Preferred stock, shares authorized | 49 | |||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Geordan Pursglove | ||||
Preferred stock, shares issued | 20 |