0001386049 --12-31 false 2021 FY 0001386049 2021-08-20 2021-08-20

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) August 20, 2021

 

Beyond Commerce, Inc.

 

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

 

(State or Other Jurisdiction of Incorporation)

 

000-52490

 

98-0512515

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

3773 Howard Hughes Pkwy, Suite 500,

Las Vegas, Nevada, 89169

                                   (Address of Principal Executive Offices)

 

 

 

(702) 675-8022

 

(Registrant’s Telephone Number, Including Area Code)

 

N/A 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

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

 

 

☐

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

 

 

☐

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

 

 

☐

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

None

 

N/A

 

N/A

 

 

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

Emerging Growth Company ☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Item 3.02. Unregistered Sales of Equity Securities.

 

On August 20, 2021, Beyond Commerce, Inc., a Nevada Corporation (the “Company”), issued 363,185,553 restricted shares of the Company’s common stock to Iliad Research and Trading, L.P. (“Iliad”) pursuant to that certain settlement agreement entered into between the Company and Iliad dated July 8, 2021.  

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On August 20, 2021, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment effecting the amendment of its Articles of Incorporation (the “Amended Articles”) to increase the number of shares of common stock that the Company is authorized to issue to thirty billion (30,000,000,000). The Certificate of Amendment is attached as Exhibit 3.1 to this report and is incorporated herein by reference.

 

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Exhibit

3.1*

 

Certificate of Amendment to Articles of Incorporation of Beyond Commerce, Inc., dated August 20, 2021.

 

 

 

 

* Filed herewith

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

BEYOND COMMERCE, INC.

 

 

 

Dated: August 26, 2021

By:

/s/ Geordan Pursglove

 

 

Geordan G. Pursglove

Chief Executive Officer, President and Director

 

 

PICTURE 1  

 

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.Name of corporation: 

BEYOND COMMERCE, INC.

2.The articles have been amended as follows: (provide article numbers, if available) 

 

Article VI.A. is amended to provide that the amount of total shares of common stock, par value $0.001 per share, which the Corporation shall have the authority to issue is thirty billion (30,000,000,000). The amount of total shares of preferred stock, par value $0.001 per share, which the Corporation shall have the authority to issue will remain at sixty million four hundred (60,000,400).

3.The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 

51

 

4.Effective date and time of filing: (optional)    Date:              Time: 

     

                                                                                  (must not be later than 90 days after the certificate is filed)

 

 

 

5.Signature: (required) 

 

 

 

X /s/ Geordan Pursglove                   

Signature of Officer

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

Nevada Secretary of State Amend Profit-After

Revised: 1-5-15