Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 15, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Beyond Commerce, Inc. | |
Entity Central Index Key | 0001386049 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
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 | 1,627,914,678 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
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 ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash & cash equivalents | $ 222,412 | $ 585,339 |
Accounts receivable, net | 1,373,402 | 1,347,813 |
Assets held for sale, current | 2,652,502 | 113,470 |
Other current assets | 104,875 | 24,229 |
Total current assets | 4,353,191 | 2,070,851 |
Assets held for sale, long-term | 2,695,085 | |
Property, equipment, and software - net | 34,464 | 37,468 |
Intangible asset | 3,018,768 | 3,137,083 |
Goodwill | 1,299,144 | 1,299,144 |
Total assets | 8,705,567 | 9,239,631 |
Current liabilities: | ||
Accounts payable | 758,276 | 597,777 |
Other current liabilities | 361,310 | 149,873 |
Accrued payroll & related items | 1,023,166 | 1,015,180 |
Derivative liability | 1,019,089 | 1,433,403 |
Short-term borrowings - net of discount | 2,874,540 | 2,714,762 |
Liabilities of assets held for sale, current | 2,652,502 | 2,109,850 |
Short-term borrowings- related party | 54,000 | 54,000 |
Total current liabilities | 8,742,883 | 8,074,845 |
Long-term borrowings - net of discount | 3,146,347 | 3,119,785 |
Liabilities of assets held for sale, long-term | 0 | 1,048,795 |
Total liabilities | 11,889,230 | 12,243,425 |
Commitments and contingencies | 0 | 0 |
Stockholders Equity: | ||
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,627,914,678 and 1,495,004,678 issued and outstanding as of March 31, 2020 and at December 31, 2019, respectively. | 1,627,914 | 1,495,004 |
Additional paid in capital | 43,479,157 | 43,347,152 |
Accumulated deficit | (48,651,784) | (48,227,200) |
Deficit attributable to Beyond Commerce, Inc stockholder | (3,294,713) | (3,135,044) |
Equity attributable to noncontrolling interest | 111,050 | 131,250 |
Total stockholders' deficit | (3,183,663) | (3,003,794) |
Total liabilities and stockholders' deficit | 8,705,567 | 9,239,631 |
Series A Preferred Stock [Member] | ||
Mezzanine Equity: | ||
Preferred stock Value | 250,000 | 250,000 |
Series B Preferred Stock [Member] | ||
Mezzanine Equity: | ||
Preferred stock Value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2020 | Mar. 27, 2020 | Dec. 31, 2019 |
Common Stock, par or stated value | $ 0.001 | $ 0.001 | |
Common Stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 |
Common Stock, shares issued | 1,627,914,678 | 1,495,004,678 | |
Common Stock, shares outstanding | 1,627,914,678 | 1,495,004,678 | |
Series A Preferred Stock [Member] | |||
Preferred stock, par or stated value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 249,999,900 | 249,999,900 | |
Preferred stock, shares issued | 249,999,900 | 249,999,900 | |
Preferred stock, shares outstanding | 249,999,900 | 249,999,900 | |
Series B Preferred Stock [Member] | |||
Preferred stock, par or stated value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 49 | 49 | |
Preferred stock, shares issued | 20 | 0 | |
Preferred stock, shares outstanding | 20 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 1,247,590 | $ 463,914 |
Operating expenses | ||
Cost of revenue | 422,420 | 112,054 |
Selling general and administrative | 304,035 | 121,043 |
Payroll expense | 669,109 | 276,721 |
Professional fees | 250,159 | 129,291 |
Depreciation and amortization | 123,440 | 53,591 |
Total costs and operating expenses | 1,769,163 | 692,700 |
Loss from operations | (521,573) | (228,786) |
Non-operating income (expense) | ||
Interest expense | (257,393) | (215,411) |
Amortization of debt discount | (298,828) | (569,457) |
Derivative related expenses | (121,599) | (1,121,999) |
Change in derivative liability | 403,909 | (1,618,349) |
Net non-operating income (expense) | (273,911) | (3,525,216) |
Loss from continuing operations before income tax | (795,484) | (3,754,002) |
Income from discontinued operation, net of tax | 350,700 | 0 |
Provision for income tax | 0 | 0 |
Consolidated net loss | (444,784) | (424,583) |
Consolidated net income (loss) attributable to Noncontrolling interest | (20,200) | 0 |
Net loss | $ (424,584) | $ (3,754,002) |
Net income (loss) per common share-basic and diluted | $ 0 | $ 0 |
Weighted average shares of capital outstanding - basic and diluted | 1,544,555,667 | 1,043,248,193 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (795,484) | $ (3,754,002) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on derivative at note inception | 121,599 | 178,332 |
Amortization of debt discount | 298,828 | 569,457 |
Depreciation and amortization | 123,441 | 53,591 |
Change in derivative liability | (403,909) | 2,767,005 |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable | (25,589) | (98,007) |
(Increase) decrease in other current assets | (82,768) | 0 |
Increase (decrease) in accounts payable | 161,111 | (256,644) |
Increase (decrease) in payroll liabilities | 0 | 381,903 |
Increase (decrease) in other current liabilities | 245,146 | 215,314 |
Net cash provided by (used in) in operating activities. | (357,625) | 56,949 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | 0 | (2,218,201) |
Cash acquired in acquisition | 0 | 195,039 |
Net cash used in investing activities | 0 | (2,023,162) |
Cash flows from financing activities: | ||
Repayment of Convertible Notes | (15,000) | 0 |
Cash receipts from convertible notes payable | 9,698 | 2,000,000 |
Net cash provided (used in)by financing activities | (5,302) | 2,000,000 |
Net increase (decrease) in cash and cash equivalents | (362,927) | 33,787 |
Cash and cash equivalents, beginning balance | 585,339 | 79,890 |
Cash and cash equivalents, ending balance | 222,412 | 113,678 |
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 | 132,910 | 1,060,486 |
Notes issued in relation to Service 800 acquisition | 0 | 2,100,000 |
Purchase Price holdback note on Service 800 acquisition | 0 | 210,000 |
Purchase price allocation note on Service 800 acquisition | $ 0 | $ 541,889 |
RECONCILIATION OF STOCKHOLDERS_
RECONCILIATION OF STOCKHOLDERS’ DEFICIT (UNAUDITED) - USD ($) | Common Stock | Series A & B Preferred Stock | Noncontrolling Interest | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, Amount at Dec. 31, 2018 | $ 1,017,450 | $ 250,000 | $ 27,599,349 | $ (42,762,680) | $ (13,895,881) | |
Beginning balance, Shares at Dec. 31, 2018 | 1,017,450,000 | 250,000,000 | ||||
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 | (424,583) | (424,583) | ||||
Ending balance, Amount at Mar. 31, 2019 | $ 1,085,430 | $ 250,000 | 33,257,157 | (46,516,682) | (11,924,095) | |
Ending balance, Shares at Mar. 31, 2019 | 1,085,429,876 | 250,000,000 | ||||
Beginning balance, Amount at Dec. 31, 2019 | $ 1,495,004 | $ 250,000 | $ 131,250 | 43,347,152 | (48,227,200) | (3,003,794) |
Beginning balance, Shares at Dec. 31, 2019 | 1,495,004,678 | 249,999,920 | ||||
Extinguishment of derivative liabilities on conversion | 132,005 | 132,005 | ||||
Common stock issued for debt conversion, Amount | $ 132,910 | 132,910 | ||||
Common stock issued for debt conversion, Shares | 132,910,000 | |||||
Net loss | (20,200) | (424,584) | (444,784) | |||
Ending balance, Amount at Mar. 31, 2020 | $ 1,627,914 | $ 250,000 | $ 111,050 | $ 43,479,157 | $ (48,651,784) | $ (3,183,663) |
Ending balance, Shares at Mar. 31, 2020 | 1,627,914,678 | 249,999,920 |
NOTE 1. DESCRIPTION OF BUSINESS
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
NOTE 1.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. Basis of Presentation The condensed consolidated financial statements and the notes thereto for the periods ended March 31, 2020 and 2019 included herein include the accounts of the Company, its wholly-owned subsidiaries Service 800 Inc., Path UX and IDriveYourCar which have been discontinued and Customer Centered Strategies, LLC., which the Company has an 80% investment interest. These financial statements have been prepared by management and are unaudited. 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, 2019. |
NOTE 2. SELECTED ACCOUNTING POL
NOTE 2. SELECTED ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
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 three (3) months ended March 31, 2020 and 2019, 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, 2019 and 2018, respectively, which are included in the Company’s December 31, 2019 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on April 14 , 2020. 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 three (3) months ended March 31, 2020 are not necessarily indicative of results for the entire year ending December 31, 2020. 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 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 several 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. March 31, 2020 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - - - - Total $ - - - - Liabilities Derivative Liabilities $ - - 1,019,089 1,019,089 Total $ - - 1,019,089 1,019,089 December 31, 2019 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - - - - Total $ - - - - Liabilities Derivative Liabilities $ - - 1,433,403 1,433,403 Total $ - - 1,433,403 1,433,403 Derivative liability as of December 31, 2019 $ 1,433,403 Change in derivative liability during the period (414,314) Balance at March 31, 2020 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. Revenue is no longer reflected from PathUX’s and iDriveYourCar subsidiaries, which matches professional chauffeurs with passengers who want to be driven in their own car within the New York City area as this these entities are in the process of being sold. The Company maintains an exclusive network independent drivers. Revenue is complete when the services are provided traditionally through credit card payments. 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 March 31, 2020 and December 31, 2019, 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 three months ended March 31, 2020: March 31, 2020 Derivative Liability Expected term 4 months to 1 year Exercise price $ 0.00054-$0.001 Expected volatility 135%-213 % Expected dividends None Risk-free rate 0.17% to 1.48 % 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 with a finite life consist of Technology/Intellectual Property; Customer Base; Tradename/Trademarks; Assembled Workforce; and Non–Compete Agreements, and are carried at cost less accumulated amortization. The Company amortizes the cost of identified intangible assets on a straight-line basis over the expected period of benefit, which is generally three years for customer relationships and the contractual term for covenants not to compete, which range from five to ten years. These intangible assets of Technology/Intellectual Property; Customer Base; Tradename/Trademarks; Assembled Workforce; and Non–Compete Agreements were valued based on the appropriate application of the Income, Market, and Cost Approaches. Accordingly, the Company believes that these intangible assets will contribute to its cash flows between two and ten years, with any excess carrying value over the fair value being recognized as an impairment loss. The Company performs its annual impairment test as of December 31st of each year. Goodwill Goodwill is recognized and initially measured as any excess of the acquisition-date consideration transferred in a business combination over the acquisition-date amounts recognized for the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill. Impairment testing is performed at the reporting unit level. A reporting unit is defined as an operating segment or one level below an operating segment, referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The goodwill impairment analysis is a single-step quantitative assessment that identifies both the existence of impairment and the amount of impairment loss by comparing the estimated fair value of a reporting unit to its carrying value, with any excess carrying value over the fair value being recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. The Company performs its annual goodwill impairment test as of December 31st of each year and has identified one reporting unit that currently carries a goodwill balance. 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. Income Taxes The Company accounts for income taxes under ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income of the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some or all of the deferred tax assets may not be realized. The Company follows the guidance of ASC 740-10-25 in determining whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company had no material adjustments to its liabilities for unrecognized income tax benefits. Stock Based Compensation During the three months ended March 31, 2020 and 2019, 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 The Company reviews all of the Financial Accounting Standard Board’s updates periodically to ensure the Company’s compliance of its accounting policies and disclosure requirements to the Codification Topics. 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 did not 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 | 3 Months Ended |
Mar. 31, 2020 | |
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, the Company cannot state with certainty of its ability to continue. The accompanying consolidated financial statements for March 31, 2020 and 2019 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 raise 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 nominal 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, including through the recent acquisition of Service 800 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. DISCONTINUED OPERATIONS
NOTE 4. DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
NOTE 4. DISCONTINUED OPERATIONS | NOTE 4. DISCONTINUED OPERATIONS PathUX, LLC On April 24, 2020 the Company entered into a Settlement and Release Agreement whereas the transaction on May 31, 2019 between the former shareholders of PathUX and its IDriveYourCar subsidiary was unwound effective April 1, 2020 and all assets and liabilities were returned back to these former shareholders, without any further recourse to the Company. Furthermore, the shares issued on June 4, 2019, to Robert Bisson, of 31,500,000 shares of Beyond Commerce’s restricted common stock, Christian Schine of 31,500,000 shares of Beyond Commerce’s restricted common stock, and Ryan Rich, of 7,000,000 shares of Beyond Commerce’s restricted common stock were released from any further claims. Since, Beyond Commerce had not paid any additional funds to the previous owners of PathUX and the extension period had expired, the Company has forfeited the 70,000,000 shares valued at $427,000 which were reflected in the December 31, 2019 financial statements. The carrying amount of the PathUX Assets that meet the held for sale criteria will be adjusted in future periods based on changes in fair value. The results of the PathUX assets are presented as discontinued operations in the Consolidated Condensed Statements of Operations and Cash Flows. Income (loss) from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of the PathUX business which is presented in total as discontinued operations, net of tax in the Company’s Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019, are as follows: Three months ended March 31, 2020 2019 Total net sales $ 219,867 $ - Cost of sales 147,829 - Operating, selling, general and administrative expenses 91,133 - Amortization of software 134,686 - Income (loss) from discontinued operations (153,781) - Gain on sale of discontinued operations 504,481 - Income tax provision - - Discontinued operations, net of tax $ 350,700 $ - The following table presents the amounts reported in the Consolidated Condensed Balance Sheets as held for sale related to the PathUX Assets as of March 31, 2020 and December 31, 2019. As the sale was finalized shortly after close of the interim period, current period assets are shown as current on the balance sheet. March 31, December 31, 2020 2019 Current assets Cash & cash equivalents $ 74,103 $ 95,470 Accounts receivable - net 18,000 18,000 Total current assets 92,103 113,470 Proprietary Software, net 926,712 972,289 Intangible asset 1,633,687 1,722,796 Assets held for sale $ 2,652,502 $ 2,808,555 Current liabilities $ 156,983 $ 159,255 Contingent acquisition liability - short term 1,951,205 1,951,205 Total current liabilities 2,108,188 2,110,460 Contingent acquisition liability - long term 1,048,795 1,048,795 Liabilities of assets held for sale $ 3,156,983 $ 3,159,255 Net Gain on assets held for sale $ 504,481 $ - Net liabilities of assets held for sale $ 2,652,502 $ 3,159,255 |
NOTE 5. PROPERTY, SOFTWARE AND
NOTE 5. PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5. PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT | NOTE 5. PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT Property and equipment at March 31, 2020 and December 31, 2019 consisted of the following: 2020 2019 Office and computer equipment $ 22,214 $ 22,214 Furniture and fixtures 4,448 4,448 Software 20,822 20,822 Total property, software and computer equipment 47,484 47,484 Less: accumulated depreciation (13,020) (10,016) $ 34,464 $ 37,468 Depreciation expense for the three ended March 31, 2020 was $3,005, compared to $1,002 for the same period in 2019. |
NOTE 6. INTANGIBLE ASSETS
NOTE 6. INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
NOTE 6. INTANGIBLE ASSETS | NOTE 6. INTANGIBLE ASSETS Intangible net assets of the Company at March 31, 2020 and December 31, 2019 are summarized as follows: March 31, December 31, 2020 2019 Tradename-Trademarks $ 488,009 $ 501,692 Assembled Workforce 361,612 371,751 IP/Technology 137,867 146,667 Customer Base 1,408,866 1,449,205 Non-Competition agreements 103,629 131,892 Customer Relationships - CCS 518,785 535,876 Total intangible assets $ 3,018,768 $ 3,137,083 Amortization expense for the three months ended March 31, 2020 was $120,436, compared to $34,616 for the same period in 2019. |
NOTE 7. OTHER CURRENT LIABILITI
NOTE 7. OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
NOTE 7. OTHER CURRENT LIABILITIES | NOTE 7. OTHER CURRENT LIABILITIES Other current liabilities consist of the following: March 31, December 31, 2020 2019 Accrued interest - notes $ 361,310 $ 149,873 Total other current liabilities $ 361,310 $ 149,873 |
NOTE 8. SHORT AND LONG TERM BOR
NOTE 8. SHORT AND LONG TERM BORROWINGS | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTE 8. SHORT AND LONG TERM BORROWINGS | NOTE 8. SHORT AND LONG TERM BORROWINGS Short-term and Long-term borrowings, consist of the following: March 31, December 31, Short term debt 2020 2019 Convertible Promissory Notes, bearing an annual interest rate of 15% secured, due 02/14/2019 $ 35,000 $ 50,000 Convertible Promissory Notes, bearing an annual interest rate of 12% secured, due 08/27/2019 199,181 199,181 Convertible Promissory Notes, bearing an annual interest rate of 8% secured, due 08/07/2020 1,360,683 1,467,869 Short term note – Jean Mork Bredeson Cash deficit holdback 210,000 210,000 Short Term note – Jean Mork Bredeson Purchase allocation 1,391,612 1,381,914 Total short term debt 3,196,476 3,308,964 Long term debt; Convertible Promissory Notes, bearing an annual interest rate of 5.0%, due 12/31/22 350,000 350,000 Senior Secured Redeemable Debenture, bearing an annual interest rate of 16%, due 12/31/2021 900,000 900,000 Promissory Note – Jean Mork Bredeson, interest rate of 5.5%, due 2/28/2022 2,100,000 2,100,000 Total short-term and long-term borrowings, before debt discount 6,546,476 6,658,964 Less debt discount (525,589) (824,417) Total short-term and long-term borrowings, net $ 6,020,887 $ 5,834,547 Total short-term borrowings – net of discount 2,874,540 2,714,762 Total long-term borrowings – net of discount 3,146,347 3,119,785 Total short-term and long-term borrowings – net of discount $ 6,020,887 $ 5,834,547 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 $61,000 of their outstanding debt and interest. 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 for accrued interest during the third quarter 2019. This note is currently past due and is being negotiated to cure, nevertheless this note has no default provisions. 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%. The Company during 2019 issued 112,829,802 shares of its common stock which reduced the principal by $50,819 and paid interest of $25,035. 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 $1,391,612 as of March 31, 2020. On December 31, 2019, Beyond Commerce, Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with TCA Special Situations Credit Strategies ICAV, an Irish collective asset vehicle (the “Buyer” or “TCA ICAV”), and TCA Beyond Commerce, LLC, a Wyoming limited liability company (“TCA Beyond Commerce”), pursuant to which the Buyer purchased from the Company a senior secured redeemable debenture having an initial principal amount of $900,000 and an interest rate of 16% per annum (the “Initial Debenture”). The Initial Debenture, and any future debentures that may be purchased by Buyer pursuant to the Securities Purchase Agreement (the “Additional Debentures”), is secured through an unconditional and continuing security interest in all of the assets and properties, including after acquired assets, of the Company and each of its subsidiaries, which are acting as guarantors with respect to the Company’s obligations under the Initial Debenture and any Additional Debentures, pursuant to that certain Security Agreement, dated December 31, 2019, entered into by the Company and TCA Beyond Commerce in favor of the Buyer (the “Security Agreement”).In addition, Geordan Pursglove, the Company’s CEO, delivered a personal guaranty with respect to the Company’s obligations under the Securities Purchase Agreement. The maturity date on this security is December 31, 2021. TCA Beyond Commerce entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”), whereby TCA Beyond Commerce acquired 100% of the authorized and issued membership interests of CCS from its sole member (the “CCS Seller”). TCA Beyond Commerce acquired the membership interests for a purchase price $525,000 (the “CCS Purchase Price”), with $175,000 to be paid in cash and the remaining $350,000 to be paid through TCA Beyond Commerce’s issuance of a convertible promissory note with an original principal of $350,000 and a conversion feature that provides the CCS Seller with the right to convert outstanding principal and accrued interest into shares of the Company’s common stock at a price based on the 10-day trailing average price of the Company’s stock. The cash maturity date is December 31, 2022. |
NOTE 9. COMMON STOCK, WARRANTS
NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020, our authorized capital stock consisted of 2,030,000,000 shares of common stock, par value $0.001 per share. As of March 31, 2020, there were 1,627,914,678 issued and outstanding shares of common stock. During the three months ended March 31, 2020 the Company issued 132,910,000 shares valued at $132,910 for the conversion of certain debt and accrued interest into shares of our stock. On March 27, 2020, the Company submitted for filing an amendment to its Articles of Incorporation to increase the number of shares of authorized Common Stock to 3,000,000,000, which was approved on April 21, 2020. Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock. 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 March 31, 2020 and December 31, 2019, there were 249,999,900 and 249,999,900 issued and outstanding shares of Series A preferred stock. Following cancellation of 100 shares of Series A preferred stock, such 100 shares of preferred stock were returned to treasury, increasing the number of shares of authorized undesignated preferred stock from 0 to 100. The Board designated 51 of such 100 shares as Series B Preferred. Each share of Series B Preferred carries approximately 1% of the voting power, but these shares do not have any economic rights. The Board issued 20 shares of the Series B Preferred to Geordan Pursglove; the remaining 31 shares of Series B Preferred are authorized but unused. There are 49 shares of authorized but undesignated preferred stock. The value of this transaction was $293,000 based on an independent valuation of the transaction. Warrants The Company entered into an agreement in 2018 in conjunction with convertible notes payable to issue seven (7) warrants to purchase shares of the Company’s common stock which have an exercise price of $0.15 or 65% of the three lowest trading days within a 20-day market price timeframe, whichever is lower. The warrants also contain certain cashless exercise features. The issuance of these warrants is predicated on the completion of the funding requirements within the terms of the security agreement, however, these funding requirements were never met. The Company is currently negotiating a settlement with respect to any warrants. Pursuant to the terms of the Discover Growth Fund SPA, we issued to Discover warrant to purchase up to 16,666,667 shares of our common stock upon the subsequent funding of the remaining $2,000,000 which occurred on February 28, 2019, exercisable beginning on the nine (9) month anniversary from the date of issuance for a period of three (3) years at an exercise price of $0.15 per share (the “Warrant”). In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model, and based on the relative fair value of the warrant and cash received, we recorded a debt discount on the note principle of $696,850. Management used the following inputs to value the Discover Warrants by Expected Term – 3 years, Exercise Price - $0.15, Expected Volatility- 388.94%, Expected dividends – None, and Risk-Free Rate – 2.54% As of March 31, 2020, no warrants have vested. |
NOTE 10. COMMITMENTS AND CONTIN
NOTE 10. COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 10. COMMITMENTS AND CONTINGENCIES | NOTE 10. COMMITMENTS AND CONTINGENCIES Legal Matters A complaint against us, dated February 5, 2020, has been filed in Hennepin County, Minnesota, by Jean Mork Bredeson, the former President and former owner of Service 800, making certain claims related to the Company’s acquisition of Service 800, seeking in excess of $1.6 million in damages. The Company believes these claims to be unfounded and the Company is continuing to vigorously defend itself against this lawsuit. On March 16, 2020, the Company and Service 800 filed an answer, counterclaim and third-party claim against Ms. Bredeson and defendants Allen Bredeson and Jeff Schwedinger, former employees of Service 800. Answers and Affirmative additional Defenses to Third Party Claims were filed by Mr. Bredeson on April 7, 2020 and by Mr. Schwedinger on April 9, 2020 and , on April 24, 2020 Mr. Bredeson filed a Motion to Dismiss. The Company is preparing its responses to such filings. In addition to the above, from time to time, we may be involved in litigation in the ordinary course of business. Other than as set forth above, we are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. Other than as set forth above, to our knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or any of our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. 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. In February of 2020 the Company moved its Service 800, Inc. subsidiary to 110 Cheshire Lane, Minnetonka Minnesota 55305. Service 800 leases 3,210 square feet of office space under an operating lease agreement with Carlson Center East LLC. The lease, which expires February 2021, requires base monthly rents of $4,160, plus operating expenses. |
NOTE 11. RELATED PARTIES
NOTE 11. RELATED PARTIES | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
NOTE 11. RELATED PARTIES | NOTE 11. RELATED PARTIES As of March 31, 2020, 206,250,000 shares of BCI’s Series A Convertible 12% Cumulative Preferred stock are held by 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. During the fourth quarter 2019 the Company canceled 100 shares of Series A preferred stock, such 100 shares of preferred stock were returned to treasury, increasing the number of shares of authorized undesignated preferred stock from 0 to 100. The Board designated 51 of such 100 shares as Series B Preferred. Each share of Series B Preferred carries approximately 1% of the voting power, but these shares do not have any economic rights. The Board issued 20 shares of the Series B Preferred to Geordan Pursglove; the remaining 31 shares of Series B Preferred are authorized but unused. There are 49 shares of authorized but undesignated preferred stock. The value of this transaction was $293,000 based on an independent valuation of the transaction. 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 | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
NOTE 12. NET INCOME (LOSS) PER SHARE OF COMMON STOCK | NOTE 12. NET INCOME (LOSS) PER SHARE OF COMMON STOCK The Company follows ASC 260-10, which requires presentation of basic and diluted Earnings per Share (“EPS”) on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying consolidated financial statements, basic 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 year. Basic net income (loss) per common share is based upon the weighted average number of common shares outstanding during the period. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Convertible debt that is convertible into 2,571,295,012 and 68,617,436 shares of the Company’s common stock are not included in the computation, along with 249,999,900 and 250,000,000 of the Company’s preferred stock, for the three months ended March 31, 2020 and 2019, respectively. These shares are not included as they would be antidilutive. Additionally, there are 16,666,667 and 16,666,667 warrants that are exercisable into shares of stock as of March 31, 2020 and 2019, and there is an outstanding issue with Iliad, a former noteholder that claims warrants as being issued and outstanding that could result in 80,578,512 and 1,308,286 shares being issued as of March 31, 2020 and 2019. 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 -month period ended March 31, 2020 and 2019: Three-month periods ended March 31, 2020 2019 Net income (loss) $ (424,583) $ (3,754,002) Weighted average shares used for basic earnings per share 1,544,555,667 1,043,248,193 Incremental diluted shares - * - * Weighted average shares used for diluted earnings per share 1,544,555,667 1,043,248,193 Net income (loss) per share: Basic $ (0.00) $ (0.00) Diluted $ (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. PROFORMA ACQUISITION F
NOTE 13. PROFORMA ACQUISITION FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
NOTE 13. PROFORMA ACQUISITION FINANCIAL INFORMATION | NOTE 13. PROFORMA ACQUISITION FINANCIAL INFORMATION 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. This acquisition combined resources and customer base to support more productivity and help in the development of new product lines. Beyond Commerce started consolidating Service 800 Inc for financial reporting purposes as of March 1, 2019. From the date of acquisition to December 31, 2019, Service 800 reported revenue of $ 4,099,925. The fair value of the purchase consideration issued to Service 800 Inc. was allocated to the net tangible assets acquired. The Company accounted for the Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $3,881,241. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill of $1,299,144. The company wrote down the asset value of Service 800, Inc. by approximately $635,000 mainly attributable to the value of the shares of stock issued to certain employees of Service 800, Inc. as the belief this was not considered an essential component of the transaction and not valued accordingly. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on external evaluations at the date of acquisition: Value of considered paid: Cash at Closing $ 2,100,000 Promissory Note - discounted 1,781,241 Assets acquired 3,881,241 Assets Acquired: Prepaid expenses $ 28,316 Property, plant and equipment 47,484 Intangible assets 2,921,400 Goodwill 1,299,144 Assets acquired $ 4,296,344 Liabilities Assumed: Accounts payable $ 121,958 Other current liabilities 293,145 Liabilities assumed $ 415,103 Net assets acquired $ 3,881,241 Fair value of consideration given $ 3,881,241 PathUX, LLC On April 24, 2020 the Company entered into a Settlement and Release Agreement whereas the transaction on May 31, 2019 between the former shareholders of PathUX and IDriveYourCar was unwound effective April 1, 2020 and all assets and liabilities were returned back to these former shareholders. Furthermore, the shares issued on June 4, 2019, to Robert Bisson, of 31,500,000 shares of Beyond Commerce’s restricted common stock, Christian Schine of 31,500,000 shares of Beyond Commerce’s restricted common stock, and Ryan Rich, of 7,000,000 shares of Beyond Commerce’s restricted common stock were released from any further claims. Since, Beyond Commerce had not paid any additional funds to the previous owners of PathUX and the extension period had expired, the Company has forfeited the 70,000,000 shares valued at $427,000 which were reflected in the December 31, 2019 financial statements. Customer Centered Strategies, LLC. (CCS) On December 31, 2019 TCA Beyond Commerce, a joint venture which is 80% owned by Beyond Commerce entered into a Membership Interest Purchase, whereby TCA Beyond Commerce acquired 100% of the authorized and issued membership interests of CCS from its sole member. TCA Beyond Commerce acquired the membership interests for a purchase price $525,000 (the “CCS Purchase Price”), with $175,000 to be paid in cash and the remaining $350,000 to be paid through TCA Beyond Commerce’s issuance of a convertible promissory note with an original principal of $350,000 and a conversion feature that provides the CCS with the right to convert outstanding principal and accrued interest into shares of the Company’s common stock at a price based on the 10-day trailing average price of the Company’s stock. In addition to the CCS purchase price, the CCS and Service 800, Inc., entered into an employment agreement whereby the CCS will be employed by Service 800 as Vice President of Operations and Technologies for a period of six months. 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 $ 37,597 Accounts receivable 155,626 Prepaid expense 2,500 Intangible asset – customer list 535,877 Assets acquired $ 731,600 Accounts payable $ 37,817 Other current liabilities 37,534 Liabilities assumed $ 75,350 Net assets acquired $ 656,250 Fair value of consideration given: Cash $ 175,000 Convertible note – 5% 350,000 Minority interest 131,250 Total $ 626,250 The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Service 800,Inc. and Customer Centered Strategies occurred on January 1, 2019: Three Months ended March 31, 2020 2019 Net Revenues $ 1,247,590 $ 1,246,573 Net (loss) income from operations (424,583) (3,754,497) Net (loss) income per share from operations (0.00) (0.00) Weighted average number of shares – basic and diluted 1,544,555,667 1,043,248,193 |
NOTE 14. SUBSEQUENT EVENTS
NOTE 14. SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
NOTE 14. SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS Impact of Disease Outbreak and Management’s Plans On March 11, 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a new coronavirus as a “pandemic”. First identified in late 2019 and known now as COVID-19, the outbreak has impacted thousands of individuals worldwide. In response, many countries have implemented measures to combat the outbreak which have impacted global business operations. Majority of the states within the United States have issued a stay at home order to its residents. Accordingly, the Company’s revenues associated with our business model has drastically declined through date of the financial statements and its results of operations, cash flows and financial condition have been negatively impacted by the pandemic. The impact of the disease outbreak, as of the date of the financial statements, remains highly fluid and uncertain. The Company is unable to predict, with any sort of certainty the timing for the end of the restrictions. Accordingly, the financial impact on the results of operations, cash flows and financial condition cannot be reasonably estimated at this time. No impairments were recorded as of the balance sheet date; however, due to significant uncertainty surrounding the situation, management's judgment regarding this could change in the future. The Company continues to maintain the business working with customers to fit their needs - We are also offering COVID19 type services. We have clients in the medical field and are offering to do survey work for them in regards to their response for the COVID outbreak so they can document how they are doing as a company. We are in touch with our customers daily, we have even discussed switching them from phone calls to web surveys until this has passed. Along with the above the Company Service 800 was approved for the Paycheck Protection funds to assist in maintaining our employee base. |
NOTE 2. SELECTED ACCOUNTING P_2
NOTE 2. SELECTED ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements These unaudited condensed consolidated financial statements as of and for the three (3) months ended March 31, 2020 and 2019, 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, 2019 and 2018, respectively, which are included in the Company’s December 31, 2019 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on April 14 , 2020. 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 three (3) months ended March 31, 2020 are not necessarily indicative of results for the entire year ending December 31, 2020. 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 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 several 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. March 31, 2020 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - - - - Total $ - - - - Liabilities Derivative Liabilities $ - - 1,019,089 1,019,089 Total $ - - 1,019,089 1,019,089 December 31, 2019 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - - - - Total $ - - - - Liabilities Derivative Liabilities $ - - 1,433,403 1,433,403 Total $ - - 1,433,403 1,433,403 Derivative liability as of December 31, 2019 $ 1,433,403 Change in derivative liability during the period (414,314) Balance at March 31, 2020 $ 1,019,089 |
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. Revenue is no longer reflected from PathUX’s and iDriveYourCar subsidiaries, which matches professional chauffeurs with passengers who want to be driven in their own car within the New York City area as this these entities are in the process of being sold. The Company maintains an exclusive network independent drivers. Revenue is complete when the services are provided traditionally through credit card payments. |
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 March 31, 2020 and December 31, 2019, 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 three months ended March 31, 2020: March 31, 2020 Derivative Liability Expected term 4 months to 1 year Exercise price $ 0.00054-$0.001 Expected volatility 135%-213 % Expected dividends None Risk-free rate 0.17% to 1.48 % |
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 with a finite life consist of Technology/Intellectual Property; Customer Base; Tradename/Trademarks; Assembled Workforce; and Non–Compete Agreements, and are carried at cost less accumulated amortization. The Company amortizes the cost of identified intangible assets on a straight-line basis over the expected period of benefit, which is generally three years for customer relationships and the contractual term for covenants not to compete, which range from five to ten years. These intangible assets of Technology/Intellectual Property; Customer Base; Tradename/Trademarks; Assembled Workforce; and Non–Compete Agreements were valued based on the appropriate application of the Income, Market, and Cost Approaches. Accordingly, the Company believes that these intangible assets will contribute to its cash flows between two and ten years, with any excess carrying value over the fair value being recognized as an impairment loss. The Company performs its annual impairment test as of December 31st of each year. |
Goodwill | Goodwill Goodwill is recognized and initially measured as any excess of the acquisition-date consideration transferred in a business combination over the acquisition-date amounts recognized for the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill. Impairment testing is performed at the reporting unit level. A reporting unit is defined as an operating segment or one level below an operating segment, referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The goodwill impairment analysis is a single-step quantitative assessment that identifies both the existence of impairment and the amount of impairment loss by comparing the estimated fair value of a reporting unit to its carrying value, with any excess carrying value over the fair value being recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. The Company performs its annual goodwill impairment test as of December 31st of each year and has identified one reporting unit that currently carries a goodwill balance. |
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. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income of the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some or all of the deferred tax assets may not be realized. The Company follows the guidance of ASC 740-10-25 in determining whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company had no material adjustments to its liabilities for unrecognized income tax benefits. |
Stock Based Compensation | Stock Based Compensation During the three months ended March 31, 2020 and 2019, 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 The Company reviews all of the Financial Accounting Standard Board’s updates periodically to ensure the Company’s compliance of its accounting policies and disclosure requirements to the Codification Topics. 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 did not 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) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of fair value, assets and liabilities | March 31, 2020 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - - - - Total $ - - - - Liabilities Derivative Liabilities $ - - 1,019,089 1,019,089 Total $ - - 1,019,089 1,019,089 December 31, 2019 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - - - - Total $ - - - - Liabilities Derivative Liabilities $ - - 1,433,403 1,433,403 Total $ - - 1,433,403 1,433,403 |
Schedule of Derivative Liabilities at Fair Value | Derivative liability as of December 31, 2019 $ 1,433,403 Change in derivative liability during the period (414,314) Balance at March 31, 2020 $ 1,019,089 |
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 |
Schedule of Assumptions Used | Management used the following inputs to value the Derivative Liabilities for the three months ended March 31, 2020: March 31, 2020 Derivative Liability Expected term 4 months to 1 year Exercise price $ 0.00054-$0.001 Expected volatility 135%-213 % Expected dividends None Risk-free rate 0.17% to 1.48 % |
NOTE 4. DISCONTINUED OPERATIO_2
NOTE 4. DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Income (loss) from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of the PathUX business which is presented in total as discontinued operations, net of tax in the Company’s Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019, are as follows: Three months ended March 31, 2020 2019 Total net sales $ 219,867 $ - Cost of sales 147,829 - Operating, selling, general and administrative expenses 91,133 - Amortization of software 134,686 - Income (loss) from discontinued operations (153,781) - Gain on sale of discontinued operations 504,481 - Income tax provision - - Discontinued operations, net of tax $ 350,700 $ - The following table presents the amounts reported in the Consolidated Condensed Balance Sheets as held for sale related to the PathUX Assets as of March 31, 2020 and December 31, 2019. As the sale was finalized shortly after close of the interim period, current period assets are shown as current on the balance sheet. March 31, December 31, 2020 2019 Current assets Cash & cash equivalents $ 74,103 $ 95,470 Accounts receivable - net 18,000 18,000 Total current assets 92,103 113,470 Proprietary Software, net 926,712 972,289 Intangible asset 1,633,687 1,722,796 Assets held for sale $ 2,652,502 $ 2,808,555 Current liabilities $ 156,983 $ 159,255 Contingent acquisition liability - short term 1,951,205 1,951,205 Total current liabilities 2,108,188 2,110,460 Contingent acquisition liability - long term 1,048,795 1,048,795 Liabilities of assets held for sale $ 3,156,983 $ 3,159,255 Net Gain on assets held for sale $ 504,481 $ - Net liabilities of assets held for sale $ 2,652,502 $ 3,159,255 |
NOTE 5. PROPERTY, SOFTWARE AN_2
NOTE 5. PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment at March 31, 2020 and December 31, 2019 consisted of the following: 2020 2019 Office and computer equipment $ 22,214 $ 22,214 Furniture and fixtures 4,448 4,448 Software 20,822 20,822 Total property, software and computer equipment 47,484 47,484 Less: accumulated depreciation (13,020) (10,016) $ 34,464 $ 37,468 |
NOTE 6. INTANGIBLE ASSETS (Tabl
NOTE 6. INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible net assets of the Company at March 31, 2020 and December 31, 2019 are summarized as follows: March 31, December 31, 2020 2019 Tradename-Trademarks $ 488,009 $ 501,692 Assembled Workforce 361,612 371,751 IP/Technology 137,867 146,667 Customer Base 1,408,866 1,449,205 Non-Competition agreements 103,629 131,892 Customer Relationships - CCS 518,785 535,876 Total intangible assets $ 3,018,768 $ 3,137,083 |
NOTE 7. OTHER CURRENT LIABILI_2
NOTE 7. OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other current liabilities | Other current liabilities consist of the following: March 31, December 31, 2020 2019 Accrued interest - notes $ 361,310 $ 149,873 Total other current liabilities $ 361,310 $ 149,873 |
NOTE 8. SHORT AND LONG TERM B_2
NOTE 8. SHORT AND LONG TERM BORROWINGS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of short-term and long-term borrowings | Short-term and Long-term borrowings, consist of the following: March 31, December 31, Short term debt 2020 2019 Convertible Promissory Notes, bearing an annual interest rate of 15% secured, due 02/14/2019 $ 35,000 $ 50,000 Convertible Promissory Notes, bearing an annual interest rate of 12% secured, due 08/27/2019 199,181 199,181 Convertible Promissory Notes, bearing an annual interest rate of 8% secured, due 08/07/2020 1,360,683 1,467,869 Short term note – Jean Mork Bredeson Cash deficit holdback 210,000 210,000 Short Term note – Jean Mork Bredeson Purchase allocation 1,391,612 1,381,914 Total short term debt 3,196,476 3,308,964 Long term debt; Convertible Promissory Notes, bearing an annual interest rate of 5.0%, due 12/31/22 350,000 350,000 Senior Secured Redeemable Debenture, bearing an annual interest rate of 16%, due 12/31/2021 900,000 900,000 Promissory Note – Jean Mork Bredeson, interest rate of 5.5%, due 2/28/2022 2,100,000 2,100,000 Total short-term and long-term borrowings, before debt discount 6,546,476 6,658,964 Less debt discount (525,589) (824,417) Total short-term and long-term borrowings, net $ 6,020,887 $ 5,834,547 |
Schedule of short-term and Long-term borrowings | Total short-term borrowings – net of discount 2,874,540 2,714,762 Total long-term borrowings – net of discount 3,146,347 3,119,785 Total short-term and long-term borrowings – net of discount $ 6,020,887 $ 5,834,547 |
NOTE 12. NET INCOME (LOSS) PE_2
NOTE 12. NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 -month period ended March 31, 2020 and 2019: Three-month periods ended March 31, 2020 2019 Net income (loss) $ (424,583) $ (3,754,002) Weighted average shares used for basic earnings per share 1,544,555,667 1,043,248,193 Incremental diluted shares - * - * Weighted average shares used for diluted earnings per share 1,544,555,667 1,043,248,193 Net income (loss) per share: Basic $ (0.00) $ (0.00) Diluted $ (0.00) $ (0.00) |
NOTE 13. PROFORMA FINANCIAL INF
NOTE 13. PROFORMA FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 Customer Centered Strategies occurred on January 1, 2019: Three Months ended March 31, 2020 2019 Net Revenues $ 1,247,590 $ 1,246,573 Net (loss) income from operations (424,583) (3,754,497) Net (loss) income per share from operations (0.00) (0.00) Weighted average number of shares – basic and diluted 1,544,555,667 1,043,248,193 |
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 external evaluations at the date of acquisition: Value of considered paid: Cash at Closing $ 2,100,000 Promissory Note - discounted 1,781,241 Assets acquired 3,881,241 Assets Acquired: Prepaid expenses $ 28,316 Property, plant and equipment 47,484 Intangible assets 2,921,400 Goodwill 1,299,144 Assets acquired $ 4,296,344 Liabilities Assumed: Accounts payable $ 121,958 Other current liabilities 293,145 Liabilities assumed $ 415,103 Net assets acquired $ 3,881,241 Fair value of consideration given $ 3,881,241 |
Customer Centered Strategies | |
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 $ 37,597 Accounts receivable 155,626 Prepaid expense 2,500 Intangible asset – customer list 535,877 Assets acquired $ 731,600 Accounts payable $ 37,817 Other current liabilities 37,534 Liabilities assumed $ 75,350 Net assets acquired $ 656,250 Fair value of consideration given: Cash $ 175,000 Convertible note – 5% 350,000 Minority interest 131,250 Total $ 626,250 |
NOTE 2. SELECTED ACCOUNTING P_4
NOTE 2. SELECTED ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Sales allowances | $ 0 | $ 0 | |
Impairment charge | $ 0 | $ 0 | |
Stock options | 0 | 0 | |
Stock based compensation plan expired | Sep. 11, 2018 | ||
Stock issued for services | $ 303,925 |
NOTE 2. SELECTED ACCOUNTING P_5
NOTE 2. SELECTED ACCOUNTING POLICIES : Schedule of Fair Value, Assets and Liabilities (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Other assets | $ 0 | $ 0 |
Total | 0 | 0 |
Liabilities | ||
Derivative Liabilities | 1,019,089 | 1,433,403 |
Total | 1,019,089 | 1,433,403 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Other assets | 0 | 0 |
Total | 0 | 0 |
Liabilities | ||
Derivative Liabilities | 0 | 0 |
Total | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Other assets | 0 | 0 |
Total | 0 | 0 |
Liabilities | ||
Derivative Liabilities | 0 | 0 |
Total | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Other assets | 0 | 0 |
Total | 0 | 0 |
Liabilities | ||
Derivative Liabilities | 1,019,089 | 1,433,403 |
Total | $ 1,019,089 | $ 1,433,403 |
NOTE 2. SELECTED ACCOUNTING P_6
NOTE 2. SELECTED ACCOUNTING POLICIES : Schedule of Derivative Liabilities at Fair Value (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Derivative liabilities at beginning | $ 1,433,403 |
Change in derivative liability during the period | (414,314) |
Derivative liabilities at beginning | $ 1,019,089 |
NOTE 2. SELECTED ACCOUNTING P_7
NOTE 2. SELECTED ACCOUNTING POLICIES : Estimated useful lives (Details) | 3 Months Ended |
Mar. 31, 2020 | |
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 2. SELECTED ACCOUNTING P_8
NOTE 2. SELECTED ACCOUNTING POLICIES : Valuation of Derivative Instruments : Assumption used (Details) | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Expected dividends | 0.00% |
Minimum [Member] | |
Expected term | 4 months |
Exercise price | $ 0.00054 |
Expected volatility | 135.00% |
Risk-free rate | 0.17% |
Maximum [Member] | |
Expected term | 1 year |
Exercise price | $ 0.001 |
Expected volatility | 213.00% |
Risk-free rate | 1.48% |
NOTE 4. DISCONTINUED OPERATIO_3
NOTE 4. DISCONTINUED OPERATIONS (Details) - PathUX | 1 Months Ended |
May 31, 2019USD ($)shares | |
Common stock issued for acquisition | $ 427,000 |
Common stock issued for acquisition, Shares | shares | 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. |
Net assets acquired | $ 3,000,000 |
NOTE 4. DISCONTINUED OPERATIO_4
NOTE 4. DISCONTINUED OPERATIONS : Consolidated Statements of Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cost of sales | $ 422,420 | $ 112,054 |
Operating, selling, general and administrative expenses | 304,035 | 121,043 |
Income tax provision | 0 | 0 |
Discontinued operations, net of tax | 350,700 | 0 |
PathUX | ||
Total net sales | 219,867 | 0 |
Cost of sales | 147,829 | 0 |
Operating, selling, general and administrative expenses | 91,133 | 0 |
Amortization of software | 134,686 | 0 |
Income (loss) from discontinued operations | (153,781) | 0 |
Gain on sale of discontinued operations | 504,481 | 0 |
Income tax provision | 0 | 0 |
Discontinued operations, net of tax | $ 350,700 | $ 0 |
NOTE 4. DISCONTINUED OPERATIO_5
NOTE 4. DISCONTINUED OPERATIONS : Balance sheet (Details) - PathUX - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash & cash equivalents | $ 74,103 | $ 95,470 |
Accounts receivable - net | 18,000 | 18,000 |
Total current assets | 92,103 | 113,470 |
Proprietary Software, net | 926,712 | 972,289 |
Intangible asset | 1,633,687 | 1,722,796 |
Assets held for sale | 2,652,502 | 2,808,555 |
Current liabilities | 156,983 | 159,255 |
Contingent acquisition liability - short term | 1,951,205 | 1,951,205 |
Total current liabilities | 2,108,188 | 2,110,460 |
Contingent acquisition liability - long term | 1,048,795 | 1,048,795 |
Liabilities of assets held for sale | 3,156,983 | 3,159,255 |
Net Gain on assets held for sale | 504,481 | |
Net liabilities of assets held for sale | $ 2,652,502 | $ 3,159,255 |
NOTE 5. PROPERTY, SOFTWARE AN_3
NOTE 5. PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,005 | $ 1,002 |
NOTE 5. PROPERTY, SOFTWARE AN_4
NOTE 5. PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT: Property and equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total property, software and computer equipment | $ 47,484 | $ 47,484 |
Less: accumulated depreciation | (13,020) | (10,016) |
Property, Plant and Equipment, Net | 34,464 | 37,468 |
Office and computer equipment [Member] | ||
Total property, software and computer equipment | 22,214 | 22,214 |
Equipment, Furniture and fixtures [Member] | ||
Total property, software and computer equipment | 4,448 | 4,448 |
Software [Member] | ||
Total property, software and computer equipment | $ 20,822 | $ 20,822 |
NOTE 6. INTANGIBLE ASSETS (Deta
NOTE 6. INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 120,436 | $ 34,616 |
NOTE 6. INTANGIBLE ASSETS_ Inta
NOTE 6. INTANGIBLE ASSETS: Intangible assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total intangible assets | $ 3,018,768 | $ 3,137,083 |
Trademarks and Trade Names [Member] | ||
Total intangible assets | 488,009 | 501,692 |
Assembled Workforce [Member] | ||
Total intangible assets | 361,612 | 371,751 |
IP/Technology [Member] | ||
Total intangible assets | 137,867 | 146,667 |
Customer Base [Member] | ||
Total intangible assets | 1,408,866 | 1,449,205 |
Noncompete Agreements [Member] | ||
Total intangible assets | 103,629 | 131,892 |
Customer Relationships - CCS [Member] | ||
Total intangible assets | $ 518,785 | $ 535,876 |
NOTE 7. OTHER CURRENT LIABILI_3
NOTE 7. OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Accrued interest - notes | $ 361,310 | $ 149,873 |
Total other current liabilities | $ 361,310 | $ 149,873 |
NOTE 8. SHORT AND LONG TERM B_3
NOTE 8. SHORT AND LONG TERM BORROWINGS (Details) - USD ($) | May 08, 2019 | Aug. 07, 2018 | Feb. 28, 2019 | Nov. 27, 2018 | Aug. 31, 2018 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Aug. 14, 2018 |
Due date | Jul. 8, 2019 | |||||||||
Interest rate | 15.00% | |||||||||
Common stock par value | $ 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. | |||||||||
Common stock description | The Company during 2019 issued 112,829,802 shares of its common stock which reduced the principal by 50,819 and paid interest of $25,035. | |||||||||
TCA Beyond Commerce | Senior secured redeemable convertible debenture | Security purchase agreement | ||||||||||
Interest rate | 16.00% | |||||||||
Face amount | $ 900,000 | |||||||||
Cash consideration | 175,000 | |||||||||
Payment of principal | 350,000 | |||||||||
Purchase Price | $ 525,000 | |||||||||
Discover | ||||||||||
Face amount | $ 1,060,486 | |||||||||
Debt converted amount | 61,000 | |||||||||
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 | |||||||||
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. SHORT AND LONG TERM B_4
NOTE 8. SHORT AND LONG TERM BORROWINGS : Schedule of short-term and long-term borrowings (Details) - USD ($) | May 08, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Short term debt | $ 3,196,476 | $ 3,308,964 | |
Long term debt | 6,732,878 | 1,017,391 | |
Total short-term and long term borrowings, before debt discount | 6,546,476 | 6,658,964 | |
Less debt discount | (525,589) | (824,417) | |
Total Debt net of Discounts | 6,020,887 | 5,834,547 | |
Interest rate | 15.00% | ||
Due date | Jul. 8, 2019 | ||
Convertible Promissory Notes | |||
Long term debt | $ 350,000 | 350,000 | |
Interest rate | 5.00% | ||
Due date | Dec. 31, 2022 | ||
Senior secured redeemable convertible debenture | |||
Long term debt | $ 900,000 | 900,000 | |
Interest rate | 16.00% | ||
Due date | Dec. 31, 2021 | ||
Promissory Note | Related Party | |||
Long term debt | $ 2,100,000 | 2,100,000 | |
Interest rate | 5.50% | ||
Due date | Feb. 28, 2022 | ||
Convertible Promissory Notes | |||
Short term debt | $ 35,000 | 50,000 | |
Interest rate | 15.00% | ||
Due date | Feb. 14, 2019 | ||
Convertible Promissory Notes Two | |||
Short term debt | $ 199,181 | 199,181 | |
Interest rate | 12.00% | ||
Due date | Aug. 27, 2019 | ||
Convertible Promissory Notes Three | |||
Short term debt | $ 1,360,683 | 1,467,869 | |
Interest rate | 8.00% | ||
Due date | Aug. 7, 2020 | ||
Short term note | Related Party | |||
Short term debt | $ 210,000 | 210,000 | |
Short term note Two | Related Party | |||
Short term debt | $ 1,391,612 | $ 1,381,914 |
NOTE 8. SHORT AND LONG TERM B_5
NOTE 8. SHORT AND LONG TERM BORROWINGS: Schedule of short-term and Long-term borrowings, acquisition related (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Total short-term borrowings - net of discount | $ 2,874,540 | $ 2,714,762 |
Total long-term borrowings - net of discount | 3,146,347 | 3,119,785 |
Total short-term and long-term borrowings - net of discount | $ 2,372,848 | $ 224,614 |
NOTE 9. COMMON STOCK, WARRANT_2
NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Feb. 29, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Dec. 31, 2019 | |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Common Stock, authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | ||
Common Stock, issued | 1,627,914,678 | 1,495,004,678 | |||
Common Stock, outstanding | 1,627,914,678 | 1,495,004,678 | |||
Common stock issued for accounts payable conversion, Amount | $ 132,910 | $ 377,600 | |||
Common stock issued for accounts payable conversion, Shares | 132,910,000 | ||||
Preferred Stock description | Following cancellation of 100 shares of Series A preferred stock, Such 100 shares of preferred stock were returned to treasure, increasing the number of shares of authorized undesignated preferred stock from 0 to 100. The Board designated 51 of such 100 shares as Series B Preferred. Each share of Series B Preferred carries approximately 1% of the voting power, but these shares do not have any economic rights. The Board issued 20 shares of the Series B Preferred to Geordan Pursglove; the remaining 31 shares of Series B Preferred are authorized but unused. There are 49 shares of authorized but undesignated preferred stock. | ||||
Expected dividends | 0.00% | ||||
Preffered stock value | $ 293,000 | ||||
Series A Preferred Stock [Member] | |||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred Stock, authorized | 249,999,900 | 249,999,900 | |||
Preferred Stock, issued | 249,999,900 | 249,999,900 | |||
Preferred Stock, outstanding | 249,999,900 | 249,999,900 | |||
Series B Preferred Stock [Member] | |||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred Stock, authorized | 49 | 49 | |||
Preferred Stock, issued | 20 | 0 | |||
Preferred Stock, outstanding | 20 | 0 | |||
Discover | |||||
Funding | $ 2,000,000 | ||||
Common Stock | |||||
Common stock issued for accounts payable conversion, Shares | 4,000,000 | ||||
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% |
NOTE 10. COMMITMENTS AND CONT_2
NOTE 10. COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Annual lease fee | $ 120 | |
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 | |
Debt forgiven | $ 8,360,224 | |
Service 800 | ||
Monthly rent | $ 4,160 | |
Lease Expiration Date | Feb. 28, 2021 |
NOTE 11. RELATED PARTIES (Detai
NOTE 11. RELATED PARTIES (Details) - USD ($) | May 08, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | May 02, 2017 |
Due date | Jul. 8, 2019 | |||
Interest rate | 15.00% | |||
Promissory Note | $ 54,000 | |||
Due date description | Within sixty days | |||
Preffered stock value | $ 293,000 | |||
BCIs Series A Convertible Cumulative Preferred stock | Geordan Pursglove | ||||
Related parties description | During the fourth quarter 2019 the Company canceled 100 shares of Series A preferred stock, such 100 shares of preferred stock were returned to treasury, increasing the number of shares of authorized undesignated preferred stock from 0 to 100. The Board designated 51 of such 100 shares as Series B Preferred. Each share of Series B Preferred carries approximately 1% of the voting power, but these shares do not have any economic rights. The Board issued 20 shares of the Series B Preferred to Geordan Pursglove; the remaining 31 shares of Series B Preferred are authorized but unused. There are 49 shares of authorized but undesignated preferred stock. The value of this transaction was $293,000 based on an independent valuation of the transaction. | |||
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 | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Stock option exercisable | 16,666,667 | 16,666,667 | |
Stock option outstanding | 80,578,512 | 1,308,286 | |
Common stock issued for debt conversion, Shares | $ 2,571,295,012 | $ 68,617,436 | |
Series A Preferred Stock [Member] | |||
Preferred stock, shares issued | 249,999,900 | 249,999,900 |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net income (loss) | $ (424,584) | $ (3,754,002) |
Weighted average shares used for basic earnings per share | 1,544,555,667 | 1,043,248,193 |
Incremental diluted shares | 0 | 0 |
Weighted average shares used for diluted earnings per share | 1,544,555,667 | 1,043,248,193 |
Net income (loss) per share: | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
NOTE 13. PROFORMA ACQUISITION_2
NOTE 13. PROFORMA ACQUISITION FINANCIAL INFORMATION (Details) - USD ($) | Jun. 04, 2019 | May 08, 2019 | Mar. 04, 2019 | May 31, 2019 | Jul. 18, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Feb. 28, 2019 |
Revenue | $ 1,247,590 | $ 463,914 | |||||||
Interest rate | 15.00% | ||||||||
Goodwill | $ 1,299,144 | $ 1,299,144 | |||||||
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 | ||||||||
Shares forfeited | 70,000,000 | ||||||||
Shares forfeited value | $ 427,000 | ||||||||
Ryan Rich | |||||||||
Restricted common stock | 7,000,000 | ||||||||
TCA Beyond Commerce | Senior secured redeemable convertible debenture | Security purchase agreement | |||||||||
Interest rate | 16.00% | ||||||||
Acquisition description | forgiven | ||||||||
Cash consideration | $ 175,000 | ||||||||
Payment of principal | 350,000 | ||||||||
Purchase Price | $ 525,000 | ||||||||
Service 800 | |||||||||
Cash | $ 1,890,000 | ||||||||
Short term cash hold back | $ 210,000 | ||||||||
Revenue | $ 4,099,925 | ||||||||
Interest rate | 5.50% | ||||||||
Net assets acquired | $ 3,881,241 | ||||||||
Goodwill | $ 1,299,144 | ||||||||
PathUX | |||||||||
Common stock issued for acquisition | $ 427,000 | ||||||||
Common stock issued for acquisition, Shares | 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. | ||||||||
Net assets acquired | $ 3,000,000 |
NOTE 13. PROFORMA ACQUISITION_3
NOTE 13. PROFORMA ACQUISITION FINANCIAL INFORMATION : Assets acquired and liabilities assumed (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 04, 2019 |
Assets Acquired: | |||
Goodwill | $ 1,299,144 | $ 1,299,144 | |
Fair value of consideration given: | |||
Minority interest | 111,050 | $ 131,250 | |
Service 800 | |||
Cash at Closing | $ 2,100,000 | ||
Promissory Note - discounted | 1,781,241 | ||
Assets acquired | 3,881,241 | ||
Assets Acquired: | |||
Prepaid expenses | 28,316 | ||
Property, plant and equipment | 47,484 | ||
Intangible asset - customer list | 2,921,400 | ||
Goodwill | 1,299,144 | ||
Assets acquired | 4,296,344 | ||
Liabilities Assumed: | |||
Accounts payable | 121,958 | ||
Other current liabilities | 293,145 | ||
Liabilities assumed | 415,103 | ||
Net assets acquired | 3,881,241 | ||
Fair value of consideration given: | |||
Fair value of consideration given | $ 3,881,241 | ||
Customer Centered Strategies | |||
Assets Acquired: | |||
Prepaid expenses | 2,500 | ||
Cash | 37,597 | ||
Accounts receivable | 155,626 | ||
Intangible asset - customer list | 535,877 | ||
Assets acquired | 731,600 | ||
Liabilities Assumed: | |||
Accounts payable | 37,817 | ||
Other current liabilities | 37,533 | ||
Liabilities assumed | 75,350 | ||
Net assets acquired | 656,250 | ||
Fair value of consideration given: | |||
Cash | 175,000 | ||
Convertible note – 5% | 350,000 | ||
Minority interest | 131,250 | ||
Fair value of consideration given | $ 626,250 |
NOTE 13. PROFORMA ACQUISITION_4
NOTE 13. PROFORMA ACQUISITION FINANCIAL INFORMATION : Proforma information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Combinations [Abstract] | ||
Net Revenues | $ 1,247,590 | $ 1,246,573 |
Net (loss) income from operations | $ (424,583) | $ (3,754,497) |
Net (loss) income per share from operations | $ 0 | $ 0 |
Weighted average number of shares - basic and diluted | 1,544,555,667 | 1,043,248,193 |