UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549


________________________________________


FORM
10-Q





x Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934


For the
quarterly period ended September 30,
2010





Commission
file number: 000-52490





Beyond
Commerce, Inc.


(Exact
name of registrant as specified in its charter)





Nevada  98-0512515


(State of
incorporation or
organization)            (I.R.S.
Employer Identification No.)





750
Coronado Center Drive


Suite
120


Henderson,
Nevada 89051





(Address
of principal executive offices, including zip code)





(702)
952.9549


(Registrant’s
telephone number, including area code)








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





Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yesx No ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).       Yes  ̈  No  ̈ .




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer    ̈
                    Accelerated
      filer  ̈Non-accelerated
      filer    ̈(Do
      not check if a smaller reporting company)
                    Smaller
      reporting company    x





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).Yes ̈ No x




As of
November 18, 2010, there were outstanding 84,131,812shares of the registrant’s
common stock.









PART
      I. FINANCIAL INFORMATION
                
                3Item
      1.   Financial Statements
                
                3Condensed
      Consolidated Balance Sheet at September 30, 2010  and December
      31, 2009(Unaudited)
                
                3Condensed
      Consolidated Statements of Operations for the Three month period ended
      September 30, 2010 & 2009 (Unaudited)
                
                4Condensed
      Consolidated Statements of Operations for the Nine month period ended
      September 30, 2010 & 2009 (Unaudited)
                
                5Condensed
      Consolidated Statements of Cash Flows for the Nine month period ended
      September 30, 2010 & 2009 (Unaudited)
                
                6Notes
      to the Condensed Consolidated Financial Statements
    (Unaudited)
                
                7-23Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                
                23-28Item
      3. Quantitative and Qualitative Information About Market
    Risk
                
                28Item4.
      Controls and Procedures
                
                28Item5.
      Other
                
                29PART
      II. OTHER INFORMATION
                
                29Item
      1.   Legal Proceedings
                
                29Item
      1A. Risk Factors
                
                29Item
      2.   Unregistered Sales of Equity Securities and Use of
      Proceeds
                
                29Item
      3.    Defaults upon Senior Securities
                
                30Item
      4.   RESERVED
                
                30Item
      5.   Other Information
                
                30Item
      6. Exhibits
                
                30SIGNATURES
                
                31





[2]




PART
I - FINANCIAL INFORMATION


Item
1.   Financial Statements


BEYOND
COMMERCE, INC.


CONDENSED
CONSOLIDATED BALANCE SHEET


Unaudited





September 30,
                            2010
                          
                          
                          December 31,
                            2009ASSETSCurrent
      assets :Cash
                          
                          $
                          1,237
                          
                          
                          $
                          7,205Accounts
      receivable (net of allowance for doubtful accounts of $41,206 and $0 at
      September 30, 2010 and December 31, 2009 respectively)
                          
                          
                          4,493
                          
                          
                          
                          10,697Accounts
      receivable – related party
                          
                          
                          150,718Prepaid
      loan cost
                          
                          
                          -
                          
                          
                          
                          33,681Prepaid
      loan cost - related part
                          
                          
                          -
                          
                          
                          
                          37,889Other
      current assets
                          
                          
                          37,172
                          
                          
                          
                          518,677Total
      current assets
                          
                          $
                          193,620-
                          
                          
                          $
                          608,149Property,
      website, and computer equipment
                          
                          
                          1,350,620
                          
                          
                          
                          1,051,558Less:
      Accumulated depreciation and amortization
                          
                          
                          (673,511
                          )
                          
                          
                          (517,571
                          )Property,
      website, and computer equipment - Net
                          
                          $
                          677,109
                          
                          
                          $
                          533,987Other
      Assets
                          
                          $
                          29,344
                          
                          
                          $
                          62,204Investment
      in Related Parties
                          
                          
                          1,999,644
                          
                          
                          
                          -Total
      Other Assets
                          
                          $
                          2,028,988
                          
                          
                          $
                          62,204Total
      Assets
                          
                          $
                          2,899,717
                          
                          
                          $
                          1,204,340LIABILITIES AND STOCKHOLDERS'
      DEFICITCurrent
      liabilities:Short
      term borrowings
                          
                          $
                          2,357,101
                          
                          
                          $
                          3,400,000Short
      term borrowings - related party
                          
                          
                          2,956,655
                          
                          
                          
                          2,180,533Accounts
      payable
                          
                          
                          2,502,197
                          
                          
                          
                          2,251,951Accounts
      payable - related party
                          
                          
                          26,396
                          
                          
                          
                          26,396Note
      derivative liability
                          
                          
                          349,934
                          
                          
                          
                          180,632Note
      derivative liability - related party
                          
                          
                          1,800,933
                          
                          
                          
                          2,425,473Other
      current liabilities
                          
                          
                          2,669,472
                          
                          
                          
                          2,207,830Other
      current liabilities - related party
                          
                          
                          489,880
                          
                          
                          
                          251,386Deferred
      Revenue
                          
                          
                          -
                          
                          
                          
                          756,262Total
      current liabilities
                          
                          $
                          13,152,568
                          
                          
                          $
                          13,680,463Commitments
      and contingenciesStockholders'
      Deficit :Common
      stock, $0.001 par value, 200,000,000 shares authorized as of September 30,
      2010 and December 31, 2009, 84,131,812 and 58,793,311  issued
      and outstanding at September 30, 2010 and December 31, 2009,
      respectively
                          
                          $
                          84,131
                          
                          
                          $
                          58,793Preferred
      stock,$.001 par value of 50,000,000 shares authorized and no shares
      issued
                          
                          
                          -
                          
                          
                          
                          -Additional
      paid in capital
                          
                          
                          20,734,530
                          
                          
                          
                          17,744,799Accumulated
      deficit
                          
                          
                          (31,071,512
                          )
                          
                          
                          (30,279,715
                          )Total
      stockholders' deficit
                          
                          $
                          (10,252,851
                          )
                          
                          $
                          (12,476,123
                          )Total
      Liabilities and Stockholders' Deficit
                          
                          $
                          2,899,717
                          
                          
                          $
                          1,204,340





The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements




[3]




BEYOND
COMMERCE, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


For
the three month period ended September 30,


Unaudited




2010
                
                
                2009Revenues
                
                $
                26,454
                
                
                $
                240,078Operating
      expensesCost
      of products sold, net
                
                $
                30,808
                
                
                $
                42,175Selling
      general & administrative
                
                
                368,522
                
                
                
                1,340,621Selling
      general & administrative - Related party
                
                
                8,778
                
                
                
                6,930Professional
      fees
                
                
                376,605
                
                
                
                732,310Professional
      fees - Related party
                
                
                -
                
                
                
                77,740Depreciation
      and amortization
                
                
                68,127
                
                
                
                48,473Total
      cost and operating expenses
                
                $
                852,840
                
                
                $
                2,248,249Income(Loss)
      from operations
                
                
                (826,386
                )
                
                
                (2,008,171
                )Non-operating
      income (expense)Interest
      expense
                
                
                (165,285
                )
                
                
                (3,077,482
                )Interest
      expense - Related party
                
                
                (20,833
                )
                
                
                (62,800
                )Income/(expense)
      related to derivative
                
                
                3,889,275
                
                
                
                (2,942,287
                )Total
      non-operating Income (expense)
                
                $
                3,703,157
                
                
                $
                (6,082,569
                )Income
      (Loss) from continuing operations before income taxes
                
                
                2,876,771
                
                
                
                (8,090,740
                )Gain
      (Loss) from discontinued operations net of income taxes
                
                
                (9,980
                )
                
                
                (444,605
                )Provisions
      for income tax
                
                
                -
                
                
                
                -Income
      (Loss) before equity income (Loss) of Investee
                
                $
                2,866,791
                
                
                $
                (8,535,345
                )Loss
      from equity method of investee
                
                
                (970,911
                )
                
                
                -Net
      income (loss)
                
                $
                1,895,880
                
                
                $
                (8,535,345
                )Net
      income (loss) per common share - basic and diluted
                
                $
                .04
                
                
                $
                (0.18
                )Net
      income (loss) per common share-basic and diluted-continuing
      operations
                
                $
                .05
                
                
                $
                (0.17
                )Net
      income (loss) per common share-basic and diluted-discontinued
      operations
                
                $
                (0.00
                )
                
                $
                (0.01
                )Weighted
      average number of common shares outstanding
                
                
                77,884,383
                
                
                
                46,619,719





The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements




[4]




BEYOND
COMMERCE, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


For
the Nine month period ended September 30,


Unaudited




2010
                  
                  
                  2009Revenues
                  
                  $
                  577,354
                  
                  
                  $
                  409,050Operating
      expensesCost
      of products sold, net
                  
                  $
                  224,757
                  
                  
                  $
                  62,670Selling
      general & administrative
                  
                  
                  1,398,878
                  
                  
                  
                  4,256,988Selling
      general & administrative - related party
                  
                  
                  3,220,967
                  
                  
                  
                  37,268Professional
      fees
                  
                  
                  1,172,729
                  
                  
                  
                  1,414,800Professional
      fees - Related party
                  
                  
                  -
                  
                  
                  
                  233,380Depreciation and
      amortization
                  
                  
                  188,767
                  
                  
                  
                  145,041Loss
      on disposition of assets
                  
                  
                  33,702
                  
                  
                  
                  -Total
      cost and operating expenses
                  
                  $
                  6,239,800
                  
                  
                  $
                  6,150,147Loss
      from operations
                  
                  
                  (5,662,446
                  )
                  
                  
                  (5,741,097
                  )Non-operating
      income (expense)Interest
      expense
                  
                  
                  (406,477
                  )
                  
                  
                  (7,597,971
                  )Interest
      expense - Related party
                  
                  
                  (971,735
                  )
                  
                  
                  (62,800Gain
      on deconsolidation of subsidiary
                  
                  
                  6,687,530
                  
                  
                  
                  -Income/(expense)
      related to derivative
                  
                  
                  585,046
                  
                  
                  
                  1,055,747Total
      non-operating Income (expense)
                  
                  $
                  5,894,364
                  
                  
                  $
                  (6,605,024
                  )Gain
      (loss) from continuing operations before income taxes
                  
                  
                  231,918
                  
                  
                  
                  (12,346,121
                  )Gain
      (Loss) from discontinued operations net of income taxes
                  
                  
                  60,177
                  
                  
                  
                  (4,768,785
                  )Provisions
      for income tax
                  
                  
                  -
                  
                  
                  
                  -Gain
      (Loss) before equity income (Loss) of Investee
                  
                  $
                  292,095
                  
                  
                  $
                  (17,114,906
                  )Loss
      from equity method of investee
                  
                  
                  (1,083,891
                  )
                  
                  
                  -Net
      income (loss)
                  
                  $
                  (791,796
                  )
                  
                  $
                  (17,114,906
                  )Net
      income (loss) per common share - basic and diluted
                  
                  $
                  (.01
                  )
                  
                  $
                  (0.39
                  )Net
      income (loss) per common share-basic and diluted-continuing
      operations
                  
                  $
                  .00
                  
                  
                  $
                  (0.28
                  )Net
      income (loss) per common share-basic and diluted-discontinued
      operations
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.11
                  )Weighted
      average number of common shares outstanding
                  
                  
                  72,679,602
                  
                  
                  
                  43,737,435





The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements




[5]




BEYOND
COMMERCE, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


For
the nine month period ended September 30,


Unaudited




2010
                
                
                2009Net
      cash used in operating activities
                
                $
                (277,985
                )
                
                $
                (6,584,380
                )Cash
      flows from investing activities:Cash
      paid to purchase property and equipment
                
                
                (44,785
                )
                
                
                (9,665
                )Net
      cash used in investing activities
                
                $
                (44,785
                )
                
                $
                (9,665
                )Cash
      flows from financing activities:Issuance
      of stock - net of offering costs
                
                
                100,000
                
                
                
                20,000Cash
      received from short term borrowings
                
                
                175,000
                
                
                
                9,158,000Payment
      on short term borrowings
                
                
                
                
                
                
                (1,730,167
                )Cash
      paid for debt financing fees
                
                
                
                
                
                
                (826,500
                )Net
      cash provided by financing activities
                
                $
                275,000
                
                
                $
                6,621,333Discontinued
      Activates:Net
      cash used in operating activities
                
                $
                41,802
                
                
                $
                384,229Net
      cash used in investing activities
                
                
                -
                
                
                
                (511,603
                )Net
      cash provided by (used in) discontinued operations
                
                
                41,802
                
                
                
                (127,374
                )Net
      decrease in cash & cash equivalents
                
                
                (5,968
                )
                
                
                (100,086
                )Cash
      & cash equivalents, beginning balance
                
                
                7,205
                
                
                
                100,086Cash
      & cash equivalents, ending balance
                
                $
                1,237
                
                
                $
                -





The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements





[6]




BEYOND
COMMERCE, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(Unaudited)




NOTE
1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION


Beyond
Commerce, Inc., formerly known as BOOMj, Inc. (the “Company”, and “we”), is a
multi-faceted business serving
as a media hub for high traffic web properties, and owns and operates
synergistic technology, in Ad Networking, and E-Commerce.  Our initial
business was BOOMj.com, Inc. a niche portal and social networking site for Baby
Boomers and Generation Jones.This migrated into our E-Commerce platform known as
i-SUPPLY, an online storefront that offered easy to use, fully customizable
E-commerce services, and revenue solutions for any third party Web site large or
small, and hosted local ads, providing extensive reach for our proprietary
advertising partner network platform.




During
the third quarter of 2009 the Company formedanother subsidiary, KaChing KaChing,
Inc., a Nevada corporation (“Kaching Nevada”).  Kaching Kaching has an
E-commerce platform that provides a complete turn-key E-commerce solution to
third party store owners. Individual KaChing KaChing on line store owners have
the ability to create, manage and earn money from product sales generated from
their individual Web stores. On April 22, 2010, KaChing merged with Duke Mining
Company, Inc. to become a new public company.  As a result of the
merger transaction, Kaching Kaching no longer was a wholly owned subsidiary, and
our interest in outstanding capital stock of Kaching Kaching, Inc. was reduced
to 20.8%.  Although we still own approximately20.6% of KaChing’s
outstanding stock, our future operating results will include only our
proportionate share of the income or loss of KaChing KaChing.




Until
October 2009, we owned another subsidiary, LocalAdLink, whichoperated a website,
a local search directory and advertising network that brings local advertising
to geo-targeted consumers.




During
the second quarter 2010 we acquired 100% of the outstanding stock of Adjuice,
Inc. in order to enhance our presence in the Ad Networking business. The Adjuice
network distributes leads to over 350 retail clients along seven major
verticals, all offering top payouts. Adjuice owns and manages over 120 sites,
all optimized for brand recognition and conversion
performance.  Adjuice has a solid infrastructure for selling its own
products, targeting  advertisers and publishers and their related
downstream partners with Adjuice’ s tailored lead generation
programs.




History
of the Company




The
Company, formerly known as Reel Estate Services, Inc. (“RES”), was incorporated
in Nevada on January 12, 2006.  As of December 28, 2007, RES was a
public shell company, defined by the Securities and Exchange Commission as an
inactive, publicly quoted company with nominal assets and liabilities.
Subsequent to the Merger, RES changed its name to Boomj, Inc.




In
December 2008, the Company changed its name once again from BOOMj, Inc. to
Beyond Commerce, Inc. to more accurately reflect the new structure of the
Company consisting at that point in time of two operating divisions: BOOMj.com
dba i-SUPPLY and until its assets were sold, LocalAdLink, Inc. (see Note
14).




Basis
of Presentation


The
condensed consolidated financial statements and the notes thereto for the
periods ended September 30, 2010 and 2009 included herein have been prepared by
management and are unaudited. Such condensed financial statements reflect, in
the opinion of management, all adjustments necessary to present fairly the
financial position and results of operations as of and for the periods indicated
and in order to make the financial statements not misleading. All such
adjustments are of a normal recurring nature except for those pertaining to the
divestiture described in Note 15, the acquisition described in Note 16 and
related to the derivatives in Note 7 and 8. These interim results are not
necessarily indicative of the results for any subsequent period or for the
fiscal year ending December 31, 2010.




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 consolidated financial statements should be read in
conjunction with the audited financial statements and the notes thereto for the
fiscal year ended December 31, 2009 in the Form 10-K, filed with the SEC on
April 21, 2010.




[7]




The
Company currently maintains its corporate office in Henderson,
Nevada.




NOTE
2 - SELECTED ACCOUNTING POLICIES




Investments
Accounted for Under the Equity Method




Under the
equity method of accounting, we record our original investment at cost and
periodically adjust it for the Company’s proportionate share of the investees’
net income or loss which is included in the line item “Loss from equity method
investee” in the consolidated statements of operations. Any excess of the
carrying value of the investment over the underlying net equity of the investee
is evaluated each reporting period for impairment.




Reclassifications:  Certain
comparative amounts from prior periods have been reclassified to conform to the
current year's presentation. These changes did not affect previously reported
net loss.




Fair
Value of Financial Instruments


The
carrying value of the current assets and liabilities approximate fair value due
to their relatively short maturities except for certain of the short-term
borrowings which are net of a $92,899 debt discount in 2010 and $776,122 in
2009.




Fair
Value Measurements


In
January 2010, the Financial Accounting Standards Board (FASB) issued additional
disclosure requirements for fair value measurements. The guidance requires
previous fair value hierarchy disclosures to be further disaggregated by class
of assets and liabilities. A class is often a subset of assets or liabilities
within a line item in the statement of financial position. In addition,
significant transfers between Levels 1 and 2 of the fair value hierarchy are
required to be disclosed. These additional requirements became effective January
1, 2010 for quarterly and annual reporting. These amendments did not have an
impact on the consolidated financial results as this guidance relates only to
additional disclosures.  In addition, the fair value disclosure
amendments also require more detailed disclosures of the changes in Level 3
instruments. These changes will be effective January 1, 2011 and are not
expected to have an impact on the consolidated financial results as this
guidance only relates to additional disclosures.




The
Company applies the fair value hierarchy as established by US
GAAP.  Assets and liabilities recorded at fair value in the
consolidated balance sheets are categorized based upon the level of judgment
associated with the inputs used to measure the fair value as
follows.




• Level 1
– quoted prices in active markets for identical assets or
liabilities.




• Level 2
– other significant observable inputs for the assets or liabilities through
corroboration with market data at the measurement date.




• Level 3
– significant unobservable inputs that reflect management’s best estimate of
what market participants would use to price the assets or liabilities at the
measurement date.




Management
considers all of its derivative liabilities to be Level 3
liabilities.  There were no movements between levels during 2010 or
2009.  At September 30, 2010 and December 31, 2009 the Company had
outstanding derivative liabilities, including those from related parties of
$2,150,867and $2,606,105




Revenue
Recognition – KaChing Kaching, Inc.




Kaching
Kaching, Inc. generates its revenue from store licenses sold on its internet
website.   Revenue for this subsidiary is recorded pursuant to
FASB Topic 605 Revenue Recognition, when persuasive evidence of arrangement
exists, delivery of services has occurred, the fee is fixed or determinable and
collectability is reasonably assured.




[8]




Duke
Mining Company, Inc., a Delaware corporation entered into an Agreement and Plan
of Merger with KaChing KaChingwhich provided that our subsidiary KaChing Nevada
would merge with and into Duke Delaware (the “Merger”).The Merger was effective
on April 22, 2010, when a certificate of merger was filed in the State of
Delaware and an articles of merger was filed in the State of Nevada. In
connection with the Merger, the Company received shares in the new entity
representing 20.8% of the post –Merger outstanding stock.  The
Condensed Consolidated Statement of Operations includes Kaching's operation
activity through the date of the merger as outlined in the segment
reporting.  The Company has reported its pro rata share of Kaching's
net loss for the post merger period on the Condensed Consolidated Statement of
Operations in the Non-operating Income (expense) section.




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. During the three and nine months
ended September 30, 2010, the Company generated a consolidated net gainof
$1,895,881and a consolidated net loss of $791,796 respectively.  As of
September 30, 2010, there is an accumulated deficit of $31,071,512and a working
capital deficiency of $12,958,947. The Company will need to raise additional
capital and/or obtain financing in order to continue its operations. In
addition, certain secured promissory notes matured on January 31, 2010 and we
were unable to pay our secured convertible promissory note holders the amounts
due to them.  Under the terms of the notes, the holders may at any
time elect to declare a default and foreclose on essentially all of our
assets.  In addition, promissory notes that we issued to OmniReliant
alsocontain cross default provisions, such that those notes are also in default
due to the default on the secured convertible promissory notes.  The
total principal amount outstanding on these notes as of September 30, 2010 was
$1,623,322 and as of October 15th were in
payment default. In addition, in February and June 2010, the US Treasury placed
liens on essentially all of the assets of Boomj.com Inc. because of
approximately $900,000 of unpaid payroll taxes. These factors, and our lack of
ability to meet our obligations from current operations, and the need to raise
additional capital to accomplish our objectives, create a substantial doubt
about our ability to continue as a going concern.




Management
is taking steps to raise additional funds to address its operating and financial
cash requirements to continue operations in the next twelve months. Management
has devoted a significant amount of time in attempting to raise capital from
additional debt and equity financing. Due to its limited revenues, the Company’s
ability to continue as a going concern is dependent upon raising additional
funds through debt and equity financing and generating revenue. There are no
assurances the Company will receive the necessary funding or generate revenue
necessary to fund operations. If we are unable to obtain additional funds, or if
the funds cannot be obtained on terms favorable to us, we will be required to
delay, scale back or eliminate our plans to continue to develop and expand our
operations or in the extreme situation, cease operations
altogether.




NOTE
4 - PROPERTY, WEBSITE AND COMPUTER EQUIPMENT





Property
and equipment at September 30, 2010 and December 31, 2009 consisted of the
following unaudited:





2010
                
                
                2009Office
      and computer equipment
                
                $
                166,054
                
                
                $
                275,122Website
                
                
                1,184,566
                
                
                
                776,436Total
      property, website and computer equipment
                
                
                1,350,620
                
                
                
                1,051,558Less:
      accumulated depreciation
                
                
                (673,511
                )
                
                
                (517,571
                )Total
      property, website and computer equipment
                
                $
                677,110
                
                
                $
                533,987




[9]




NOTE
5 - OTHER ASSETS


Other
current assets at September 30, 2010 and December 31, 2009 consisted of the
following unaudited:


2010
                
                
                2009Prepaid
      commissions
                
                $
                -
                
                
                $
                294,872Credit
      Card processor retentions
                
                
                11,259
                
                
                
                132,606Other
                
                
                25,913
                
                
                
                91,199Total
                
                $
                37,172
                
                
                $
                518,677





Other
assets at September 30, 2010 and December 31, 2009 consisted of the following
unaudited:


2010
                
                
                2009Rent
      Deposits
                
                $
                25,985
                
                
                $
                31,763Credit
      Card Reserve
                
                
                431
                
                
                
                20,084Vendor
      Deposit
                
                
                2,928
                
                
                
                10,357TOTAL
                
                $
                29,344
                
                
                $
                62,204





NOTE
6 - OTHER CURRENT LIABILITIES





Other
current liabilities at September 30, 2010 and December 31, 2009 consisted of the
following unaudited:





2010
                
                
                2009Accrued
      interest
                
                $
                648,349
                
                
                $
                508,554Accrued
      interest - related party
                
                
                374,970
                
                
                
                180,720Accrued
      commission
                
                
                -
                
                
                
                7,272Accrued
      payroll and related expenses
                
                
                728,635
                
                
                
                523,240Accrued
      payroll and related expenses – related party
                
                
                79,310Payroll
      tax liability
                
                
                1,015,945
                
                
                
                1,018,325Credit
      Cards
                
                
                106,480
                
                
                
                84,682Other
                
                
                170,063
                
                
                
                65,757Other-
      related party
                
                
                35,600
                
                
                
                70,666Total
      other current liabilities
                
                $
                3,159,352
                
                
                $
                2,459,216




NOTE
      7 - SHORT TERM BORROWINGS – unaudited
                
                9/30/2010
                
                
                12/31/2009Note
      payable to Carole Harder bearing an annual interest rate of 12%,
      unsecured, due 1/31/10*
                
                $
                190,000
                
                
                $
                190,000Convertible
      Promissory Notes, bearing an annual interest rate of 12%, secured, due
      1/31/10*
                
                
                1,910,000
                
                
                
                2,210,000Convertible
      Promissory Notes, bearing an annual interest rate of 18%, secured, due
      5/16/10
                
                
                1,333,333
                
                
                
                1,333,333Convertible
      Promissory Notes due 10/15/2010
                
                
                141,663
                
                
                
                141,663Convertible
      Promissory Notes due 10/15/2010
                
                
                291,665
                
                
                
                291,665Convertible
      Promissory Notes due 10/15/2010
                
                
                116,666
                
                
                
                116,666Convertible
      Promissory Notes due10/15/2010
                
                
                373,332
                
                
                
                373,332Convertible
      Promissory Notes due 10/15/2010
                
                
                699,996
                
                
                
                699,996Sundry
      Bridge Notes, bearing an annual interest rate 12%, unsecured, due -
      1/31/2010*
                
                
                200,000
                
                
                
                1,000,000Convertible
      Promissory Notes due 2/26/2011
                
                
                150,000
                
                
                
                -Total
      principal
                
                $
                5,406,655
                
                
                $
                6,356,655Less:
      unamortized debt discount
                
                
                (92,899
                )
                
                
                (776,122
                )Net
      balance
                
                $
                5,313,756
                
                
                $
                5,580,533





[10]




The above
notes listed as Convertible Promissory Note Holders, except for $1,333,333 and
$25,000, have a lien on all the assets of the Company.


* The
above notes with maturity dates on January 31, 2010 are in default as of the
date of these financial statements for failure to pay the principal and accrued
interest at Maturity.


** The
above Convertible Preferred Promissory Notes due OmniReliant Holdings with
maturity dates ranging from July29, 2010 through October 15, 2010 are also in
default under cross-default provisions contained in those
agreements.




In
February 2010, Kaching received $25,000 from an accredited investor as a
short-term advance in a bridge transaction, subject to consummation of the
merger between Duke Mining and Kaching (see Note 16).  The advance,
upon successful completion of the merger, wasconverted into 236,667 shares of
the post-merger Kaching common stock.




In the
second quarter of 2010, three of our note holders converted principal and
interest of their convertible promissory notes into shares of the Company common
stock at a conversion rate of $0.10 per share.  Total principal
converted was $150,000, which was converted into 1,500,000 shares of the Company
common stock.  Total accrued interest was $42,100 and was converted
into 420,979 shares of the Company common stock.In the third quarter of 2010,
two of our note holders converted principal and interest of their convertible
promissory notes into shares of the Company common stock at a conversion rate of
$0.10 per share.  Total principal converted was $150,000, which was
converted into 1,500,000 shares of the Company common stock. One of our note
holders converted principal and interest of their convertible promissory notes
into shares of the Company common stock at a conversion rate of $0.20 per
share.  Total principal converted was $800,000, which was converted
into 4,000,000 shares of the Company common stock. Total accrued interest for
the three shareholders was $100,422 and was converted into 717,500 shares of the
Company common stock.




NOTE
8 - COMMON STOCK, WARRANTS AND PAID IN CAPITAL




Common
Stock




As
of September 30, 2010 our authorized capital stock consisted of 200,000,000
shares of common stock, par value $.001 per share of which wehad 84,131,812
issued and outstanding shares of common stock. The Company issued
25,338,501shares of common stock during the ninemonth period ended September 30,
2010.




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.




On
February 18, 2010, the Company issued 700,000 shares of the Company’s
unrestricted common stock valued at $21,000 for professional services
received.




[11]




On April
27, 2010 the Company issued 6,000,000 shares of the Company's unrestricted
common stock valued at $ 480,000 for consulting and investment bankingservices
in connection with various merger and acquisition strategies




On April
29, 2010 the Company issued 637,167 shares of unrestricted shares of common
stock to an investor for conversion of $50,000 note payable and accrued
interest.




On May
19, 2010 the Company issued 6,000,000 shares of unrestricted shares of common
stock to the stockholders and debt holders of Adjuice, Inc. which the Company
acquired.




On May
19, 2010 the Company issued 500,000 shares of common stock to an officer of the
Company as payment of accrued wages.




On May
27, 2010 the Company issued 642,167 shares of unrestricted shares of common
stock to an investor for conversion of $50,000 note payable and accrued
interest.




On June
7, 2010 the Company issued 641,667 shares of unrestricted shares of common stock
to an investor for conversion of $50,000 note payable and accrued
interest.




On
July15, 2010 the Company issued 1,290,667 shares of unrestricted shares of
common stock to an investor for conversion of $100,000 note payable and accrued
interest.




On July
23, 2010, we issued 1,000,000 shares of unrestricted common stock pursuant to
our S-1 registration statement which was effective as of 2/18/10 to an
accredited investor in exchange for cash proceeds of $100,000.




On July
23, 2010, we entered into a non-exclusive arrangement with a consultant in
exchange for 3,000,000 shares of unrestricted common stock valued at $210,000
for business development andacquisitionidentification advisoryservices in
connection with various merger and acquisition strategies pursuant to our S-8
registration statement which was filed 4/23/10.




On
July27, 2010 the Company issued 4,280,000 shares of unrestricted shares of
common stock to an investor for conversion of $800,000 note payable and accrued
interest.




On
September16, 2010 the Company issued 646,833 shares of unrestricted shares of
common stock to an investor for conversion of $50,000 note payable and accrued
interest.




Warrants




The
following is a summary of the Company’s outstanding common stock purchase
warrants:




Exercise
                              Price
                            
                            
                            Outstanding
                              December 31st,
                              2009
                            
                            
                            Issued in
                              2010
                            
                            
                            Transferred/
                              Exercised
                            
                            
                            Outstanding
                              September 30, 2010$
                            0.01
                            
                            
                            
                            113,520
                            
                            
                            
                            
                            
                            
                            
                            (1)
                            
                            
                            113,520$
                            0.10
                            
                            
                            
                            109,008,215
                            
                            
                            
                            1,500,000
                            
                            
                            
                            55,000
                            
                            
                            
                            110,563,215$
                            0.30
                            
                            
                            
                            30,300
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            30,300$
                            0.50
                            
                            
                            
                            101,000
                            
                            
                            
                            
                            
                            
                            
                            
                            (1)
                            
                            
                            101,000$
                            0.70
                            
                            
                            
                            1,244,116
                            
                            
                            
                            
                            
                            
                            
                            (15,000
                            )
                            
                            
                            1,229,116$
                            0.90
                            
                            
                            
                            -$
                            0.93
                            
                            
                            
                            3,127,860
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            3,127,860$
                            1.00
                            
                            
                            
                            2,743,246
                            
                            
                            
                            
                            
                            
                            
                            (40,000
                            )
                            
                            
                            2,703,246$
                            2.40
                            
                            
                            
                            132,310
                            
                            
                            
                            
                            
                            
                            
                            
                            (1)
                            
                            
                            132,310116,500,567
                            
                            
                            
                            1,500,000
                            
                            
                            
                            -
                            
                            
                            
                            118,000,567




[12]




(1)
            The
      chart above includes in the outstanding December 31, 2007 balance warrants
      to purchase BOOMj.com common stock.  The BOOMj.com warrants to
      purchase common stock should have been exchanged for warrants of the
      Company.  On June 28, 2008, the Company issued replacement
      warrants for the BOOMj.com warrants.   The outstanding
      warrants as of December 31, 2009, therefore, include an additional 260,442
      warrants issued to replace the warrants previously issued by Boomj.com,
      Inc., which new warrants were issued at a rate of 2.02 shares of the
      Company common stock for each warrant share of BOOMj.com. The Company has
      reserved a sufficient number of shares of authorized common stock for
      issuance upon exercise of the outstanding
  warrants.


(2)
            In
      May and June 2010, the Company agreed to amend the strike price of 40,000
      warrants to $0.10 from $1.00 and 15,000 warrants to $0.10from
      $0.70.




2008
Stock Option Plan




On
September 11, 2008, our Board of Directors adopted Beyond Commerce’s 2008 Equity
Incentive Plan, and on June 12, 2009 the Board amended the plan to increase the
number of shares of common stock that may be issued under the plan from
3,500,000 to 7,000,000.   Effective April 1, 2010, the Board of
Directors further increased the number of shares issuable under the 2008 Equity
Incentive Plan by 10,000,000 to a total of 17,000,000 shares.  On July
24, 2009 the Plan was submitted to, and approved by our stockholders at the 2009
Annual Meeting of stockholders.  Under the 2008 Equity Incentive Plan,
we are currently authorized to grant options, restricted stock and stock
appreciation rights to purchase up to 17,000,000 shares of common stock to our
employees, officers, directors, consultants and advisors.  Awards
under the plan may consist of stock options (both non- qualified options and
options intended to qualify as “Incentive Stock Options” under Section 422 of
the Internal Revenue Code of 1986, as amended), restricted stock awards and
stock appreciation rights.




Stock
Options Granted




On
September 11, 2008, the Board of Directors approved the issuance of stock
options as described below in accordance with the 2008 Equity Incentive Plan.
The employee options have a cliff vesting schedule over a three year period that
vest one third after one year of service and then 4.2% per month over the
remaining twenty-four months. Options issued to non-employees for meeting
performance-based goals vest immediately.




Option
                                  Group
                                
                                
                                Outstanding
                                  December 31, 2009
                                
                                
                                Issued
                                  Ninemonths
                                  ended
                                  September 30,
                                  2010
                                
                                
                                Terminated/
                                  Transferred/
                                  Exercised
                                
                                
                                Outstanding
                                  September 30,
                                  2010$
                                .10-.49
                                
                                
                                
                                468,500
                                
                                
                                
                                1,500,000
                                
                                
                                
                                (150,500
                                )
                                
                                
                                1,818,000$
                                .50-.69
                                
                                
                                
                                873,274
                                
                                
                                
                                -
                                
                                
                                
                                (773,274
                                )
                                
                                
                                100,000$
                                .70-.89
                                
                                
                                
                                1,098,602
                                
                                
                                
                                -
                                
                                
                                
                                (553,602
                                )
                                
                                
                                545,000$
                                .90-.99
                                
                                
                                
                                686,844
                                
                                
                                
                                -
                                
                                
                                
                                (661,844
                                )
                                
                                
                                25,000$
                                1.00-1.25
                                
                                
                                
                                770,694
                                
                                
                                
                                -
                                
                                
                                
                                (365,694
                                )
                                
                                
                                405,000$
                                1.26-1.70
                                
                                
                                
                                219,637
                                
                                
                                
                                -
                                
                                
                                
                                (209,637
                                )
                                
                                
                                10,0004,117,551
                                
                                
                                
                                1,500,000
                                
                                
                                
                                (2,714,551
                                )
                                
                                
                                2,903,000




The
estimated fair value of the aforementioned options was calculated using the
Black-Scholes model.  The Company recorded a share-based compensation
expense of $82,068 and $213,814 for the three months ended September 30, 2010
and 2009, respectively.  The Company recorded a share-based
compensation expense of $259,805 and $1,718,290 for the nine months ended
September 30, 2010 and 2009, respectively.




[13]




In the
second quarter of 2010, the Company modified two option agreements totaling
500,000 shares of the Company’s common stock to an officer of the
Company.  The modification was to reduce the exercise price of the
options to $0.10 per share.  The Company used a Black Scholes model to
estimate the change in fair value at the time of the
modification.  The modification resulted in an increase in fair value
of approximately $6,000 which is being amortized over the remaining vesting
period of those options.




In
connection with our purchase of Adjuice, Inc. (see Note 16), we entered into an
employment agreement with the principal stockholder of Adjuice, Inc. in which we
agreed to issue two options (1) for the executive to acquire 1,500,000 shares of
our common stock with a strike price of $0.10 per share, that vests 50% after
completion of 1 year of service and the remaining 50% ratably over the following
12 months and has a term of 5 years and (2) a second option to acquire 75,000
shares of our common stock (with the same terms as the first option except for
the vesting) for each $100,000 in cumulative EBITDA over any 4 consecutive
quarters achieved through the executives efforts using the current resources of
Adjuice, Inc.  The Company used a Black Scholes model to value the
first option with a total value of approximately $130,000.  The
Company has determined that under a probability weighted evaluation that the
value of the second option is clearly immaterial and no value was recorded at
inception.  Should the likelihood of issuance increase in future
quarters, additional expense will be recorded at that time.  The
second option was not included in the table above.




Convertible
Securities




As of
September 30, 2010, the Company had an aggregate number of shares of common
stock issued as well as instruments convertible or exercisable into common
shares that exceeded the number of the Company’s total authorized common shares
by approximately 66,876,673 shares. The Company determined that the excess
shares were related to warrants issued in 2009. These excess shares were
triggered by the Company issuing shares of stock in October 2009 at $0.10 per
share.  This caused all convertible instruments with reset provisions
to reset the exercise price and conversion price to $0.10, which triggered
provisions within the respective instruments that greatly increased the number
of potential shares issuable on their exercise or conversion.  Based
upon FASB accounting guidance, the Company determined the fair value of these
excess shares using the Black-Scholes valuation model. The Company revalued this
liability at September 30, 2010 and December 31, 2009 and determined the value
to be approximately $1,063,244and $950,000, respectively.




In 2009
the Company issued convertible notes and warrants that contained reset
provisions in regards to the associated conversion and exercise features (see
Note 7).  In accordance with FASB guidance related to the valuation of
convertible notes and warrants with conversion features and/or exercise features
that can reset the conversion and/or exercise price based on future equity
transactions, the Company valued the warrants and conversion feature of the
notes and warrants and bifurcated them from the host contracts as a derivative
by recognizing additional liability for the fair value assigned to those
derivative features.





On August
26, 2010, we issued secured convertible notes in the aggregate principal amount
of $150,000 and five-year warrants to purchase an aggregate of 1,500,000 shares
of common stock at an initial exercise price of $0.10 per share in exchange for
aggregate cash proceeds of $150,000 in a Private Placement exempt from
registration with the Securities and Exchange Commission.  In accordance with FASB guidance,
related to the valuation of convertible notes and warrants with conversion
features and/or exercise features that can reset the conversion and/or exercise
price based on future equity transactions, the Company valued the warrants and
conversion feature of this note and bifurcated them from the host contract as a
derivative by recognizing an additional liability for the fair value assigned to
those derivative features of  approximately $773,950 at inception of
the agreements.  The company recorded discounts on the notes of
approximately $100,000 related to the value of the warrants, derivative
liability to be amortized over the term of the notes




The
change in fair value of all derivative liabilities of approximately $3,889,275
for the three month period ended September 30, 2010 was recognized in the
statement of operations under the income related to derivative line
item.




[14]




Dividends




The
Company anticipates that all future earnings will be retained to finance future
growth.  The payment of dividends, if any, in the future to the
Company’s common stockholders is within the discretion of the Board of Directors
of the Company and will depend upon the Company’s earnings, its capital
requirements and financial condition and other relevant factors.  The
Company has not paid a dividend on its common stock and does not anticipate
paying any dividends on its common stock in the foreseeable future but instead
intends to retain all earnings, if any, for use in the Company’s business
operations. The Company is restricted from paying dividends in cash while any
principal or accrued interest is outstanding under the OmniReliant Holdings
Convertible Notes (see Note7).




NOTE
9 - COMMITMENTS and CONTINGENCIES




Legal
Matters




In 2008
the Company filed suit against its former President, CEO for breach of
confidentiality and non-compete while employed and also post employment, breach
of fiduciary duty and other matters, and the Company is seeking to enforce
certain non-compete agreements.  The former CEO subsequently
counter-sued the Company for breach of contract, breach of implied covenant of
good faith and fair dealing and other matters.  The former CEO is
seeking to be awarded $75,000 in cash plus at least 3.3 million shares of stock
of the Company.  No amounts have been recorded by the Company as of
September 30, 2010 and the date of these financial statements.




The
Company filed suit in the Eighth Judicial District of Nevada on July 7, 2010
against Sichenzia, Ross, Friedman, Ference, LLP; the Company’s former law firm
and against Darrin Ocasio, an attorney at that firm. The claims alleged include
breach of contract and breach of fiduciary duty while representing the
Company.




FacilitiesLease




The
Company’s offices are currently located in the office space of Kaching Kaching,
Inc.  Since May 2010, Kaching has not charged the Company any rent for
the use of this space.




Total
rent expense incurred by the Company, which includes month to month rental
expenditures was $0 and $168,207 for the three month period ended September 30,
2010 and 2009, respectively and $54,240 and $220,533 for the nine months ended
September 30, 2010 and 2009 respectively. The Company closed its California
office in May of 2009.




Tax
Lien




On
February 17, 2010, the Internal Revenue Service placed a federal tax lien of
$756, 711 and $176,097 on June 14, 2010 against all of the property and rights
to the property of Boomj.com for unpaid federal payroll withholding taxes for
the year ended December 31, 2009.




NOTE
10 – SEGMENT REPORTING




Beyond
Commerce, Inc managed its operations through three business segments:
BOOMj.com  dba i-SUPPLY, KaChing KaChing and Adjuice. Each unit owns
and operates the segments under the respective names.




The Company evaluates performance based
on net operating profit. Administrative functions such as finance, treasury, and
information systems are centralized and although they are not considered
operating segments are presented below for informative purposes. However, where
applicable, portions of the administrative function expenses are allocated
between the operating segments. The operating segments share facilities in
Henderson NV. In the event any supplies and/or services are provided to one
operating segment by the other, the transaction is valued according to the
company’s transfer policy, which approximates market price. The costs of
operating the segments are captured discretely within each segment. The
Company’s leasehold improvements, property, computer equipment, inventory, and
results of operations are captured and reported discretely within each
operatingsegment.




[15]




Summary
financial information for the reportable segments as of the nine months ended
September 30 is as follows:




2010
                
                
                2009Operations:
      BoomJ.com dba I-SupplyNet
      Sales
                
                $
                297,158
                
                
                $
                409,051Gross
      Margin
                
                
                283,015
                
                
                
                345,614Depreciation
                
                
                (134,335
                )
                
                
                (145,041
                )Assets
                
                
                251,969
                
                
                
                517,802Capital
      Expenditures
                
                
                44,785
                
                
                
                11,333Net
      Loss
                
                
                (677,748
                )
                
                
                (4,662,761
                )Operations:
      KaChing KaChing (through 4/22/2010)Net
      Sales
                
                $
                205,105
                
                
                $
                -Gross
      Margin
                
                
                65,613
                
                
                
                -Depreciation
                
                
                (17,605
                )
                
                
                -Assets
                
                
                -
                
                
                
                -Capital
      Expenditures
                
                
                -
                
                
                
                -Net
      (Loss) Gain
                
                
                (416,116
                )
                
                
                -Operations:
      Adjuice (commencing May 20,2010)Net
      sales
                
                $
                75,101
                
                
                $
                -Gross
      Margin
                
                
                3,969
                
                
                
                -Depreciation
                
                
                (36,827
                )
                
                
                -Assets
                
                
                494,600
                
                
                
                -Capital
      Expenditures
                
                
                -
                
                
                
                -Net
      (Loss) Gain
                
                
                (337,130
                )
                
                
                -Operations:
      LocalAdLink (Discontinued)Net
      sales
                
                $
                397,405
                
                
                $
                12,299,017Gross
      Margin
                
                
                103,032
                
                
                
                876,544Depreciation
                
                
                -
                
                
                
                (50,492
                )Assets
                
                
                2,343
                
                
                
                2,088,816Capital
      Expenditures
                
                
                -
                
                
                
                509,935Net
      (Loss) Gain
                
                
                60,177
                
                
                
                (4,774,910
                )ConsolidatedConsolidated
      Operations:Net
      sales
                
                $
                577,354
                
                
                $
                409,051Gross
      Margin
                
                
                352,597
                
                
                
                346,381Other
      Operating Expenses
                
                
                (4,231,452
                )
                
                
                (5,936,312
                )Depreciation
                
                
                (188,767
                )
                
                
                (145,041
                )Non-operating
      income (expense)
                
                
                5,894,363
                
                
                
                (5,734,972
                )Income
      (loss) from discontinued operations
                
                
                60,177
                
                
                
                (4,774,910
                )Net
      (Loss)
                
                
                (791,796
                )
                
                
                (17,114,906
                )Assets
                
                
                2,899,717
                
                
                
                4,840,462Basic
      & Diluted Net Loss Per Share
                
                
                (0.01
                )
                
                
                (0.18
                )Capital
      Expenditures
                
                
                44,785
                
                
                
                120,929




[16]




Summary
financial information for the reportable segments as of the three months ended
September 30 is as follows:




2010
                
                
                2009Operations:
      BoomJ.com dba I-SupplyNet
      Sales
                
                $
                -
                
                
                $
                240,079Gross
      Margin
                
                
                (290
                )
                
                
                197,903Depreciation
                
                
                (43,128
                )
                
                
                (48,473
                )Assets
                
                
                251,969
                
                
                
                517,802Capital
      Expenditures
                
                
                -
                
                
                
                7,642Net
      Loss
                
                
                (393,764
                )
                
                
                (1,399,235
                )Operations:
      KaChing KaChing (through 4/22/10)Net
      Sales
                
                $
                -
                
                
                $
                -Gross
      Margin
                
                
                -
                
                
                
                -Depreciation
                
                
                -
                
                
                
                -Assets
                
                
                -
                
                
                
                -Capital
      Expenditures
                
                
                -
                
                
                
                -Net
      (Loss) Gain
                
                
                -
                
                
                
                -Operations:
      Adjuice (commencing May 20, 2010)Net
      sales
                
                $
                26,464
                
                
                $
                -Gross
      Margin
                
                
                (4,063
                )
                
                
                -Depreciation
                
                
                (24,999
                )
                
                
                -Assets
                
                
                494,600
                
                
                
                -Capital
      Expenditures
                
                
                -
                
                
                
                -Net
      (Loss) Gain
                
                
                (176,931
                )
                
                
                -Operations:
      LocalAdLink (Discontinued)Net
      sales
                
                $
                (2,930
                )
                
                $
                1,811,787Gross
      Margin
                
                
                (2,781
                )
                
                
                412,212Depreciation
                
                
                -
                
                
                
                (50,392
                )Assets
                
                
                2,343
                
                
                
                2,088,816Capital
      Expenditures
                
                
                -
                
                
                
                400,339Net
      (Loss) Gain
                
                
                (9,980
                )
                
                
                (450,729
                )ConsolidatedConsolidated
      Operations:Net
      sales
                
                $
                26,454
                
                
                $
                240,079Gross
      Margin
                
                
                (4,353
                )
                
                
                197,903Other
      Operating Expenses
                
                
                (753,905
                )
                
                
                (2,151,477
                )Depreciation
                
                
                (68,127
                )
                
                
                (48,473
                )Non-operating
      income (expense)
                
                
                3,703,156
                )
                
                
                (2,002,047
                )Income
      (loss) from discontinued operations
                
                
                (9,980
                )
                
                
                (450,729
                )Net
      Income/(Loss)
                
                
                1,895,880
                
                
                
                (8,535,345
                )Assets
                
                
                2,899,717
                
                
                
                3,219,204Basic
      & Diluted Net Loss Per Share
                
                
                0.02
                
                
                
                (0.18
                )Capital
      Expenditures
                
                
                -
                
                
                
                -




[17]




NOTE
11 – RELATED PARTIES (not described elsewhere)




During
the three and nine months ended September 30, 2009, we paid Linlithgow Holdings,
a major stockholder, a total of $90,412 and $246,052, respectively for
consulting services and advertising commissions rendered to us.  There
were no payments during the same periods in 2010.




During
the three month period ended September 30, 2010 and 2009, we paid FA Corp. a
total of $8,778and $9,240 respectively for various services provided to us by
Mr. Murray Williams.  Mr. Williams is a member of our Board of
Directors and the principal stockholder of FA Corp.   During the
nine month period ended September 30, 2010 and 2009, we paid FA Corp. a total of
$28,644 and $39,578 respectively for various services provided to us by Mr.
Murray Williams.




NOTE
12 – NET LOSS PER SHARE OF COMMON STOCK




The
Company follows FASC 260-10 which requires presentation of basic and diluted 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 financial statements, basic loss per share of
common stock is computed by dividing net loss by the weighted average number of
shares of common stock outstanding during the year.  Basic net 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. However, shares associated with
convertible debt, stock options and stock warrants are not included because the
inclusion would be anti-dilutive (i.e. reduce the net loss per common
share).  The total number of shares related to the anti-dilutive
instruments excluded from the diluted net loss per common share presentation was
171,872,917 and 30,906,562 at September 30, 2010 and 2009,
respectively.




Warrants
outstanding exercisable into 116,500,567 shares of the Company’s common stock
vested options exercisable into 505,800 shares of the Company’s common stock and
convertible debt that is convertible into 54,866,550 shares of the Company’s
common stock are not included in the computation of diluted earnings per share
because the effect of these instruments would be anti-dilutive (i.e., reduce the
loss per share) for the three months ended September 30, 2010. The following is
a reconciliation of the numerator and denominator of the basic and diluted
earnings per share computations for the nine months ended September 30, 2010 and
2009:




2010
                    
                    
                    2009NumeratorBasic
      and diluted net loss per share:Net
      Income (loss) available to common stock holders
                    
                    $
                    (791,796
                    )
                    
                    $
                    (17,114,906
                    )DenominatorBasic
      and diluted weighted average number of shares outstanding
                    
                    
                    72,679,602
                    
                    
                    
                    43,737,435Basic
      and diluted net loss per share
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.39
                    )





[18]




NOTE
13 - SUPPLEMENTAL DISCLOSURES OF CASH FLOWS (not described
elsewhere)




The
Company paid $0 interest for the three and nine month periods ended September
30, 2010.  For the same periods in 2009, the Company paid $133,382 and
$167,576 respectively for interest.  The Company did not make any
payments for income tax during the three and nine month periods ended September
30, 2010 or 2009.




NOTE
14 - DISCONTINUED OPERATIONS




On
October 9, 2009, LocalAdLink Inc., a wholly-owned subsidiary of the Company sold
its LocalAdLink Software (the “Software”) and all of their assets related to the
Software including the rights to the name LocalAdLink, the LocalAdLink
trademark, the  Web
site,   www.LocalAdLink.com  , and a local search
directory and advertising network that brings local advertising to geo-targeted
consumers.  The Company will continue to sell advertising as it had
prior to inception of Local Ad Link, Inc., however on a different scale with a
greater emphasis on business to business sales.




The
following table summarized the statement of operations for the discontinued
operation of LocalAdLink for the nine months ended September 30:




2010
                    
                    
                    2009Sales
                    
                    $
                    397,405
                    
                    
                    $
                    12,299,017Cost
      of sales
                    
                    
                    294,374
                    
                    
                    
                    11,422,463Gross
      Profit (Loss)
                    
                    
                    103,032
                    
                    
                    
                    876,554Depreciation
                    
                    
                    -
                    
                    
                    
                    (50,492
                    )Operating
      expense
                    
                    
                    (33,946)
                    
                    
                    
                    (5,594,936
                    )Operating
      expense - Related Party
                    
                    
                    -
                    
                    
                    
                    509,935Non-Operating
      Expenses
                    
                    
                    (8,908)
                    
                    
                    
                    12Gain
      (Loss) from discontinued operations
                    
                    $
                    (60,178)
                    
                    
                    $
                    (4,774,910
                    )




The
following table summarized the statement of operations for the discontinued
operation for the three months ended September 30:




2010
                  
                  
                  2009Sales
                  
                  $
                  (2,930
                  )
                  
                  $
                  1,811,787Cost
      of sales
                  
                  
                  (2,781
                  )
                  
                  
                  1,399,575Gross Profit
      (Loss)
                  
                  
                  -
                  
                  
                  
                  412,212Depreciation
                  
                  
                  -
                  
                  
                  
                  (50,392
                  )Operating
      expense
                  
                  
                  2,343
                  
                  
                  
                  (406,097
                  )Operating expense - Related
      Party
                  
                  
                  -
                  
                  
                  
                  (400,339
                  )Non-Operating
      Expenses
                  
                  
                  (2,943
                  )
                  
                  
                  10Gain (Loss) from discontinued
      operations
                  
                  $
                  (4,980
                  )
                  
                  $
                  (450,729
                  )




[19]




NOTE
15 - DIVESTITURE OF KACHING KACHING:


On April
9, 2010, Duke Mining Company, Inc., a Delaware corporation (“Duke Delaware”),
entered into an Agreement and Plan of Merger (the “Reorganization Agreement”),
with KaChing KaChing, Inc., a Nevada corporation  (“KaChing Nevada”),
which provided that KaChing Nevada would merge with and into Duke Delaware (the
“Merger”), with Duke Delaware being the surviving corporation and changing its
name to “Kaching Kaching, Inc.” (“KaChing,”).  The Merger was
effective on April 22, 2010, when a certificate of merger was filed in the State
of Delaware and an articles of merger was filed in the State of Nevada. In
connection with the Merger, the Company received shares in the new entity
representing 20.8% of the post –Merger outstanding stock.  Prior to
the merger with Duke Mining Company, Inc., this Company transferred 4,900,000
shares of the 10,000,000 shares it owned to a related party, for technical
services rendered and recorded a relatedexpense of $3,056,764
accordingly.    The Condensed Consolidated Statement of
Operations includes Kaching's operation activity through the date of the merger
as outlined in the segment reporting.  The Company has reported its
pro rata share of Kaching's net loss for the post merger period on the Condensed
Consolidated Statement of Operations in the Non-operating Income (expense)
section.




With the
share payment and the divestiture of a portion of our ownership in KaChing
KaChing we no longer have a majority ownership of KaChing KaChing but we do have
common management with certain officers and directors.  We are now
accounting for our remaining investment in KaChing KaChing under the equity
method of accounting and will no longer be consolidating KaChing KaChing
financial statements in our own.  When we deconsolidated KaChing
KaChing we recognized a gain of $6,679,758.




At the
time of the Reorganization Agreement, KaChing KaChing raised approximately $1
million from outside parties through the issuance of secured convertible
promissory notes with a conversion price of $0.62 per share.  In
addition, at the time of the Reorganization Agreement and for a significant
period thereafter including through June 30, 2010, there was no active market in
the stock of KaChing KaChing.  We used the conversion price of the $1
million secured convertible notes as the best evidence of the fair value of the
consideration we received and valued our investment using that
price.  Subsequent to June 30, 2010 the market for KaChing KaChing
began operating, and as of November 18, 2010, the stock of KaChing KaChing had a
closing price on the over-the-counter bulletin board of $2.36 per share (all
share amounts of KaChing KaChing are adjusted to the pre-merger share
counts).  Summarized financial information for KaChing KaChing is
presented below




At
September 30, 2010, the summarized assets and liabilities of KaChing KaChing
were as follows:




Current
      assets
                  
                  $
                  116,145Property
      and equipment, net
                  
                  
                  458,321Other
      assets
                  
                  
                  37,517Total
      Assets
                  
                  $
                  611,983Current
      liabilities
                  
                  $
                  1,852,615Long-term
      debt
                  
                  
                  402,732Derivative
      liabilities
                  
                  
                  3,789,087Total
      Liabilities
                  
                  $
                  6,044,434




Our
proportionate share of the net liabilities of KaChing KaChing as of September
30, 2010 was approximately $1,121,801.




[20]




At
September 30, 2010, the summarized operations of KaChing KaChing for the period
from the date of divestiture (April 22, 2010) through September 30, 2010 were as
follows:




Revenues
                  
                  $
                  457,650Operating
      expenses
                  
                  
                  2,338,823Loss
      from operations
                  
                  $
                  (1,881,173
                  )Non-operating
      expenses
                  
                  
                  3,479,769Net
      loss
                  
                  $
                  (5,360,942
                  )




NOTE
16 - ACQUISITION OF ADJUICE INC.:


On May
19, 2010 the Company entered into a Share Exchange Agreement (the "Agreement")
with all of the shareholders of Adjuice, Inc. ("Adjuice"), an online media and
marketing company. Under the Agreement, the Company agreed to issue and
exchange5,100,000 shares of its common stock for all of the issued and
outstanding stock of Adjuice. In addition, the Company also agreed to issue
900,000 shares of its common stock to two secured lenders of Adjuice to re-pay
in full, and terminate two Adjuice secured loans. The Agreement further contains
an earn-out provision that provides for the issuance of an additional 4,450,000
shares from the Company's common stock on the first anniversary of the
transaction upon the achievement of certain gross revenue targets by Adjuice,
now a subsidiary of the Company.  The Company has done an evaluation
and determined that no provision needs to be recorded for the three month period
ended September 30, 2010 due to the high probability that the revenue targets
will not be met.  The Condensed Consolidated Statement of Operations
includes operating activity for Adjuice from the date of the acquisition through
September 30, 2010.




Revenue
reflected in these financial statements specific to Adjuice since the May 19,
2010 acquisition was $75,101.




Preliminary
purchase price allocation




The
Company is in the process of assessing the fair value of assets acquired and the
liabilities assumed. The preliminary allocation of the purchase price as
reflected herein is based on the best information available to management at the
time that these financial statements were filed and is provisional pending,
among other things, the finalization of the valuation of selected items. During
the measurement period (which is not to exceed one year from the acquisition
date), the Company is required to recognize additional assets or liabilities if
new information is obtained about facts and circumstances that existed as of the
acquisition date that, if known, would have resulted in the recognition of those
assets or liabilities as of that date. The Company may adjust the preliminary
purchase price allocation after obtaining additional information regarding,
among other things, asset valuations, liabilities assumed and revisions of
previous estimates.





The
following table summarizes the preliminary allocation of the acquisition
purchase price based on the estimated fair value of the acquired assets and
assumed liabilities:





Accounts
      receivable
                    
                    $
                    77,347Other
      current Assets
                    
                    
                    3,353Website
                    
                    
                    500,000Other
      assets
                    
                    
                    3,527Assets
      acquired
                    
                    
                    584,227Accounts
      payable and other current liabilities
                    
                    
                    93,500Loans
                    
                    
                    63,000Liabilities
      assumed
                    
                    
                    156,500Net
      assets acquired
                    
                    $
                    427,727Fair
      value of consideration given
                    
                    $
                    420,000Gain
      recorded
                    
                    $
                    7,727




[21]




The final
allocation of the purchase price will be determined at a later date and is
dependent on a number of factors, including the final valuation of our tangible
and identifiable intangible assets acquired and liabilities assumed on the
closing date of the acquisition. Adjustments resulting from the final allocation
of purchase price may be material.





The
Company incurred approximately $10,673 of acquisition related expenses, which
were included in professional fees expense in the Company’s statement of
operations.




The
following unaudited pro forma financial information summarizes the results of
operations for the periods indicated as if the acquisition had been completed as
of January 1 of the respective period.




These pro
forma amounts do not purport to be indicative of the results that would have
actually been obtained if the acquisition occurred as of January 1 of each year
or that may be obtained in the future




Proforma
information for the three month period ended September 30:




2010
                  
                  
                  2009Sales
                  
                  $
                  26,464
                  
                  
                  $
                  490,984Cost
      of sales
                  
                  
                  30,527
                  
                  
                  
                  135,802Gross
      Profit (Loss)
                  
                  
                  (4,063
                  )
                  
                  
                  355,181Operating
      expense
                  
                  
                  (164,090
                  )
                  
                  
                  (1,122,777
                  )Operating
      expense - Related Party
                  
                  
                  (8,778
                  )
                  
                  
                  (84,670
                  )Non
      Operating (Income)/Expenses
                  
                  
                  (3,703,156
                  )
                  
                  
                  (6,082,583
                  )Net Income/ (Loss)
                  
                  $
                  (176,931
                  )
                  
                  $
                  (3,943,093
                  )





Proforma
information for the nine month period ended September 30:





Sales
                  
                  $
                  1,021,886
                  
                  
                  $
                  417,378Cost
      of sales
                  
                  
                  555,288
                  
                  
                  
                  245,725Gross
      Profit (Loss)
                  
                  
                  466,588
                  
                  
                  
                  171,653Operating
      expense
                  
                  
                  (2,426,183
                  )
                  
                  
                  (4,768,511
                  )Operating
      expense - Related Party
                  
                  
                  (3,220,967
                  )
                  
                  
                  (115,008
                  )Non
      Operating (Income)/Expenses
                  
                  
                  (2,191,207
                  )
                  
                  
                  (5,560,168
                  )Net
      Income/ (Loss)
                  
                  $
                  (2,989,485
                  )
                  
                  $
                  (8,325,109
                  )




[22]




NOTE
17 - SUBSEQUENT EVENTS




The
Company has evaluated subsequent events through November 18, 2010, which is the
date they issued their financial statements, and concluded that no subsequent
events have occurred that require recognition in the Financial Statements or
disclosure in the Notes to the Financial Statements:




Liquidity
and Capital Resources




As of
September 30, 2010, we had a working capital deficit of
$12,958,947.   Our current level of operations does not generate
sufficient cash to fund our working capital needs.  Accordingly, we
will have to raise capital to fund our short-term working capital
needs.  No assurance can be made that we will have access to the
capital markets in future, or that financing will be available on acceptable
terms to satisfy our future and on-going cash requirements that we need to
implement its business strategies. Our inability to access the capital markets
or obtain acceptable financing could have a material adverse affect on its
results of operations and financial condition, and could severely threaten our
ability to continue as a going concern.




If we are
unable to obtain additional funds through debt or equity financing or if funds
cannot be obtained on terms favorable to us, we will be required to delay,
further scale back or eliminate our plans to develop and expand operations or in
the extreme situation, cease operations altogether.




Item
2.  Management's Discussion and Analysis of Financial
Condition




Throughout
this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and “our
company” refer to Beyond Commerce, Inc., a Nevada corporation formerly known as
BOOMj, Inc. and Reel Estate Services, Inc. respectively and, unless otherwise
specified, also includes our wholly-owned subsidiaries, BOOMj.com, Inc., a
Nevada corporation and LocalAdLink, Inc., a Nevada
corporation.   During a part of the fiscal period covered by this
Quarterly Report, KaChing KaChing, Inc., a Nevada corporation we formed in the
third quarter of 2009 and which was merged into a Delaware public
company,  and LocalAdLink, Inc., a Nevada corporation, whose business
we sold to a third party in October, 2009, were wholly owned
subsidiaries.  Accordingly, the operations of LocalAdLink and KaChing
KaChing are included herein during the periods that those subsidiaries were
operating as our subsidiaries.




On April
22, 2010, our then subsidiary KaChing KaChing, Inc. was merged into a Delaware
public company (formerly known as “Duke Mining Company, Inc.” and now also known
as “KaChing KaChing, Inc.”), of  which we currently only own 20.8% of
the outstanding stock.  Accordingly, references to” us,” “this
company,” “our company,” and other similar statements regarding our future
business and operations will not include KaChing KaChing.




Cautionary
Statement Regarding Forward-Looking Statements




This
Quarterly Report contains forward-looking statements, which reflect the views of
our management with respect to future events and financial performance. These
forward-looking statements are subject to a number of uncertainties and other
factors that could cause actual results to differ materially from such
statements. Forward-looking statements are identified by words such as
“anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,”
“targets” and similar expressions. Readers are cautioned not to place undue
reliance on these forward-looking statements, which are based on the information
available to management at this time and which speak only as of this date. We
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. For a
discussion of some of the factors that may cause actual results to differ
materially from those suggested by the forward-looking statements, please read
carefully the information in the “Risk Factors” section in our Form 10-K for the
year ended December 31, 2009 and the “Risk Factors” section set forth in Item 1A
of Part II of this Report. The identification in this Quarterly Report of
factors that may affect future performance and the accuracy of forward-looking
statements is meant to be illustrative and by no means exhaustive. All
forward-looking statements should be evaluated with the understanding of their
inherent uncertainty.




[23]




Overview




This
Company, formerly known as Reel Estate Services Inc. was incorporated in Nevada
as a development stage company on January 12, 2006. We never earned any revenue
from our former Reel Estate Services internet site, and in September 2007 prior
management terminated those operations.




On
December 28, 2007 Reel Estate Services, Inc. acquired BoomJ.com, Inc. through a
triangular merger (the “Merger”) in which it issued 34,458,067 shares of common
stock to the former shareholders of BoomJ.com, Inc. For financial statement
purposes, our acquisition of Boomj.com, Inc. was treated as a reverse
acquisition as though BoomJ.com, Inc. had acquired us since the prior
shareholders’ of BoomJ.com, Inc. ended up with a majority ownership in our
stock.




During
the fourth quarter of 2009, we started a new company, KaChing KaChing and have
consolidated the operations of this entity into our fiscal 2009 operating
results and the three months ended March 31, 2010.  In November of
2008 we changed our name from Boomj, Inc. to Beyond Commerce, Inc.




In April
2010 we divested a majority of our interest in Kaching Kaching and it merged
into a public shell company.  We received 20.8% interest in the post
merger shares of that company.




The goal
of this company is to generate revenues primarily from E-commerce transactions,
store licenses and website advertising. Throughout 2009, we operated BOOMj,
www.BOOMj.com, the leading niche portal and social networking site for Baby
Boomers and Generation Jones.  Revenues from this website were derived
from advertising sales and E-commerce transactions effected through the on-line
store on that website.  Our LocalAdLink subsidiary operated a website,
www.LocalAdLink.com, and a local search directory and advertising network that
brings local advertising to geo-targeted consumers.  We started to
generate revenues from sales of local advertising through LocalAdLink after that
product was released in October 2008.  On October 9, 2009, LocalAdLink
Inc., a wholly-owned subsidiary of the Company, sold its LocalAdLink Software
(the “Software”) and all of their assets related to the Software including the
rights to the name LocalAdLink, the LocalAdLink trademark, the  Web
site,  www.LocalAdLink.com , and a local search directory and
advertising network that brings local advertising to geo-targeted consumers
..  We will continue to sell advertising as wehad prior to inception of
Local Ad Link, Inc., however on a different scale with a greater emphasis on
business to business sales.




Another
revenue source, i-SUPPLY, www.i-SUPPLY.com, is a retail storefront for any third
party Websites that we commercially released in March 2009.  A major
component of our business strategy in 2010 is to maximize revenues from
E-commerce sales made through our BOOMj Store.  In order to be able to
offer and sell products through that website, we needed to obtain credit from
the vendors of the products offered on the website.   Because of
our weak financial condition in 2009, we did not receive the amount of credit
from vendors that we needed and, as a result, we were not able to effectively
operate the BOOMj Store (in fact, the BOOMj Store had limited operations during
the later part of 2009 and the six months ended June 30, 2010 as we closed the
website in order to upgrade its features).




A source
of revenue derived during the first quarter of 2010 was from KaChing KaChing,
our subsidiary that we launched with its website www.kachingkaching.com in
September 2009.  KaChing is a progressive e-commerce company dedicated
to offering of an e-commerce solution that provides individual store owners the
ability to create, manage and earn money from product sales generated from their
individual online web stores. However, on April 22, 2010, KaChing merged with
Duke Mining Company, Inc. to become a new public company.  Although we
still own 20.6% of KaChing’s outstanding stock our future operating results will
not include consolidated operations or financial results of KaChing KaChing but
will include our pro rata share of the net income or loss.




On May
19, 2010 we acquired Adjuice, Inc.  Adjuice, Inc. is an online
advertising network and lead generation company with over 22 million registered
users, 700 affiliates and 350 retail clients in six major industries. Adjuice
currently offer sales leads for debt companies, auto warranty companies, auto
dealers, banks and insurance companies. The unique Adjuice platform provides a
premium service that consistently commands some of the highest rates for leads
sold in their respective industries.




[24]




We
reported a consolidated net income from continuing operations of $2,876,771 for
the three months ended September 30, 2010, and a consolidated net loss of
$8,090,740 for the three months ended September 30, 2009.




We sold
our LocalAdLink operations in October 2009 and revenue and expenses related to
LocalAdLink have been segregated into one line item in the statement of
operations titled “Loss from discontinued operations before income
taxes.”




Results
of Operations — Revenues




Our goal
is to generate revenues from the sale of various products to our website users
and from advertising fees. We commenced our i-SUPPLY operations during the
second quarter of 2009 and our KaChing KaChing operations during the end of the
third quarter of 2009, and sold the LocalAdLink division during the fourth
quarter of 2009.  Excluding the operations of LocalAdLink (which are
included in “discontinued operations”, our revenues decreased from $240,078 to
$26,454 for the three months ended September 30, 2009 and 2010,
respectively.  For the nine months ended September 30, our sales increased
from $168,972 for 2009 to $577,354 for 2010.  This increase in sales
resulted from sales from our KaChing KaChing and Adjuice operations during the
nine months ended September 30, 2010. Since we have now disposed of a majority
interest in KaChing, we will no longer recognize any revenues that KaChing may
hereafter generate.  Kaching Kaching generated $27,862 and $205,105
for the three and nine month periods ended September 30, 2010
respectively.  There were no sales for Kaching Kaching for the same
periods in 2009.




As of the
date of September 30, 2010, we own a 20.65% interest in KaChing KaChing, Inc., a
Delaware public company.  KaChing is currently managed by our
officers.  Accordingly, we will continue to have a material financial
interest in the operations and business of KaChing. However the Kaching
operation will no longer be consolidated in our financial
statements.




Throughout
2009 until October 2009, we had $13,049,619 in revenue which was derived from
LocalAdLink operations which is reflected in “Loss from discontinued operations
before income taxes.” Because we sold LocalAdLink we will not generate future
revenues from this entity.




Operating
Expenses




Selling,
general and administrative expenses (SG&A), including related party
expenditures, for the three month period ended September 30, 2010 were $377,300
and for the nine month period then ended of $4,619,845. This reflects adecrease
of $970,251in SG&A expenses from the $1,347,551 reported for the three
monthperiod ended September 30, 2009 and an increase of $355,509 in SG&A
expenses from the $4,294,256 reported for the nine month period ended September
30, 2009. The change in SG&A expenses is attributable to divestiture
expenses of $3,056,764 incurred during the nine months ended September 30, 2009
for services provided by a related party in regards to the KaChing KaChing, Inc.
spin-off (see note 15 of the financial statements included in this quarterly
report) and decreased operating costs and employees for the three months and
nine months ended September 30, 2010 as compared to three month and nine months
period ended September 30, 2009. Included in the SG&A expenses are Kaching
Kaching SG&A expensesof $0 and $645,251 for the three and nine month periods
ended September 30, 2010 respectively.  There were no SG&A
expenses for Kaching Kaching for the same periods in 2009.  This
decrease in staff and facility needs is largely attributable to our reducing
costs and a reduction in staff as we conserved our limited cash
resources.   Our SG&A expenses are expected to gradually
increase during the current fiscal year ending December 31, 2010 as we increase
our operations and advertising. Professional fees for the three and nine month
periods ended September 30, 2010, including related party, were $376,605 and
$1,172,729, respectively. The largest component of professional fees consists of
consulting, legal and accounting fees. This reflects adecrease of $433,445 in
professional fees as compared to $810,050 for the three month period ended
September 30, 2009 and adecrease of $475,451 from $1,648,180 from the nine
months ended September 30, 2009. Included in the professional fees and SG&A
are non-cash items of $210,000 and $757,272 for the three and nine months ended
September 30, 2010 as compared to $213,814 and $1,341,014 for the three and nine
month periods ended September 30, 2009 which non-cash items reflect the issuance
of stock in exchange for a variety of consulting services and employee options
granted. Included in professional fees are Kaching Kaching expenses of  $0
and $17,416 for the three and nine month periods ended September 30, 2010
respectively.  There were no professional fee expenses for Kaching
Kaching for the same periods in 2009.




[25]




Depreciation
and amortization expense for the three and nine month periods ended September
30, 2010 were $68,127 and $188,767, respectively. This reflects anincrease of
$19,654in depreciation and amortization expense from the $48,473 reported for
the three month period ended September 30, 2009 and an increase of $43,726 from
the $145,041 reported for the nine month period ended September 30,
2009.  Included in depreciation and amortization expense are Kaching
Kaching expenses of $0 and $17,605 for the three and nine month periods ended
September 30, 2010 respectively.  There were no depreciation and
amortization expenses for Kaching Kaching for the same periods in 2009. Interest
expense for the three and nine month periods ended September 30, 2010 were
$186,119 and$1,378,213, respectively. This reflects a decrease of $2,954,163 in
expense from the $3,140,282 reported for three month period ended September 30,
2009 and a decrease of $6,282,550 from the $7,660,771 reported for the nine
month period ended September 30, 2009.   Interest expense
includes the expensing of loan discounts related to the sundry loans procured by
us during the year ended December 31, 2007, fiscal 2008 and fiscal 2009.
Interest expense also includes non-cash expenses related to the value of
warrants issued to investors who invested in our convertible notes and the
related debt discounts from beneficial conversion features or allocating the
loan proceeds between the debt and equity issued. Our decrease in interest
expense is due to loan fees and loan discount amortization being fully expensed
during 2009.  The decrease is also attributable to the conversion of
convertible debt to stock during 2009. The loan discount relates to the sundry
loans procured by us during 2007, 2008 and 2009.




Non
Operating Income (Expenses)




During
the nine months ended September 30, 2010 we recognized a gain of $6,687,530 from
the deconsolidation of KaChing KaChing.




During
the three and nine months ended September 30, 2010 we recognized income related
to decreases in derivative liability, which was mainly a result of decreases in
the market price of our common stock.  The derivative liability is
related to our convertible debt, warrants and excess shares.  The
income recorded for the three and nine months ended September 30, 2010 were
$3,088,275 and $585,046, respectively.




Due to
the divestiture of Kaching Kaching, expenses attributable to it subsequent to
April 22, 2010 are not included in the consolidation.




Liquidity
and Capital Resources




As of
September 30, 2010, we had a working capital deficit of
$12,958,947.  Cash and cash equivalents at September 30, 2010 were
$1,237, a decrease of $5,968 from the balance of $7,205 at December 31,
2009.  Our current level of operations does not generate sufficient
cash to fund our working capital needs.  Accordingly, we will have to
raise capital to fund our short-term working capital needs.  No
assurance can be made that we will have access to the capital markets in future,
or that financing will be available on acceptable terms to satisfy our future
and on-going cash requirements that we need to implement its business
strategies. Our inability to access the capital markets or obtain acceptable
financing could materially and adversely affect our operations and our
viability, and could severely threaten our ability to continue as a going
concern.




As shown
in the accompanying consolidated financial statements, we recorded net income of
1,895,880 and incurred a loss of $791,796 for the three and nine month periods
ended September 30, 2010, respectively. Our current liabilities less debt,
deferred revenue and derivatives exceeded current assets by $2,965,731 at
September 30, 2010, and negative cash flow from continuing operating activities
for the nine months ended September 30, 2010 was $277,985.  In
addition, on January 31, 2010 we were unable to pay our secured convertible
promissory note holders the amounts due to them as the notes had
matured.  As a result, under the terms of the notes, the holders may
at any time elect to notify us of the default and foreclose on essentially all
of our assets.  In addition, the OmniReliant notes contain cross
default provisions, such that those notes are also in default due to our being
in default of the secured convertible promissory notes.  The total
amount outstanding on these notes as of September30, 2010 was
$4,873,322.  These factors, and our lack of ability to meet our
obligations from current operations, and the need to raise additional capital to
accomplish our objectives, create a substantial doubt about our ability to
continue as a going concern.




[26]




We
currently do not have sufficient funds on hand to fund our on-going day to day
operating expenses. We have been unable to fully pay our employees since the
fourth quarter of 2009, and a limited amount of money has gone to
vendors.  In February 2010, we temporarily moved out of our office
space and moved into Kaching Kaching’s office space at the end of April 2010
(Kaching currently is allowing us to use some of their office space without
charging us rent).  We do not have any bank credit lines. Accordingly,
we will have to obtain additional funding in the near future in order to
continue our operations. Our existing operations and source of revenues
currently consists primarily of the Adjuice operations.  If we are
able to obtain a minimal amount of additional funding to increase Adjuice’s
budget we anticipate that Adjuice’s operations may generate sufficient cash to
fund our working capital needs by the end of 2010.  Also, as noted
above, we currently have in excess of $5 million of secured promissory notes
that are in default and thus immediately due and payable.  In
addition, in February 2010 and June 2010, the US Treasury placed liens on
essentially all of the assets of Boomj.com Inc. because of approximately
$900,000 of unpaid payroll taxes.  Accordingly to continue operating
and to fund operations for the next twelve months, we will have to continue to
seek additional financing from various sources in the immediate future,
including from the sale of convertible debt or equity securities and possibly
from joint ventures, partnerships, and other strategic
relationships.  We have not yet identified, and cannot be sure that we
will be able to obtain any additional funding from either of these sources, or
that the terms under which we may be able to obtain such funding will be
beneficial to us. Obtaining additional funding is expected to be very difficult
because of the foregoing working capital deficit, the existing default under our
secured promissory notes, the IRS lien, the current status of our operations,
and the capital markets. Should we obtain financing at a price below $0.10 per
share of our common stock, additional substantial dilution to our existing
shareholders will occur as a result of certain anti-dilution provisions in our
existing promissory notes.  Although our revenues will be less than
last year when we still owned LocalAdLink, we believe that our cash flow from
operations may improve in 2010 because LocalAdLink utilized substantial
resources.   (LocalAdLink generated approximately $13,050,000 of
revenues in fiscal 2009, but those operations also had a net loss of
$7,580,839.), We believe our remaining I-Supply operations, together with
operating activities of Adjuice Inc., will have higher margins and be more cost
effective if we are able to ramp up those operations.




All of
the convertible notes that we have issued during the past year in order to fund
our working capital needs mature during 2010 (most of which matured on January
31, 2010).  Accordingly, in addition to having to raise funds to
continue to operate, we also will have to raise funds to repay these convertible
notes (to the extent that such notes are not converted by the
holders).   Alternatively, we will have to try to obtain loan
extensions or forbearances from the noteholders.  As of September 30,
2010, the total amount of our short-term borrowings was
$5,406,655.  There can be no assurance that we will be able to obtain
extensions or forbearances from all of our note holders should we be unable to
raise the necessary capital to retire the debt currently
outstanding.




If we are
unable to obtain additional funds in the near term through debt or equity
financing or if funds cannot be obtained on terms favorable to us, we will be
required to delay, scale back or eliminate our plans to develop and expand
operations or in the extreme situation, cease operations
altogether.




Operating
Activities




Net cash
used in operating activities for the nine months ended September 30, 2010 was
$277,985 compared to $6,584,380 for the nine months ended September 30,
2009.   In 2009 we were growing businesses that we later disposed
of (LocalAdLink) or divested (KaChing KaChing).  Significant amounts
of the expenses and gains recorded for the nine months ended September 30, 2010
were of a non-cash nature, paid for through our issuance of our common stock and
instruments convertible into our common stock or through changes in the value of
derivative liabilities, which change in value primarily on the change in our
stock price.  Until we are able to raise additional cash through the
sale of new equity or debt, we will continue to use our stock as our
currency.




Investing
Activities




Net cash
used in continuing investing activities for the nine month period ended
September 30, 2010 was $44,785, an increase of $37,143 compared to the $7,642
used by investing activities for the nine month period ended September 30, 2009.
The company expended resources to continue the development of its website
assets.




[27]




Financing
Activities




Net cash
provided by continuing financing activities for the nine month period ended
September 30, 2010 was $275,000, a decrease of $6,346,333 from the net cash
provided by continuing financing activities for the nine month period ended
September 30, 2009, which was $6,621,333.    During the nine
month period ended September 30, 2010, we converted $1,100,000 secured debt into
shares of common stock.




As a
result of the above activities, we experienced a net decrease in cash of $47,770
for the nine month period ended September 30, 2010. Our ability to continue as a
going concern is dependent on our success in obtaining additional financing from
investors through the sale of its securities and through a continued increase in
revenues.




Discontinued
Operations (LocalAdLink)




Net cash
provided by LocalAdLink in the nine months ended September 30, 2010 was $41,800
compared to cash used by LocalAdLink of $127,374 for the nine months ended
September 30, 2009.  In 2010 we continue to collect on credit card
reserves established by merchants in 2009 when we operated the
subsidiary.  We do not expect significant cash flows in the future as
the remaining credit card reserves were approximately $2,000 as of September 30,
2010.




Other




We do not
believe that inflation has had a material impact on our business or
operations.




We are
not a party to any off-balance sheet arrangements, and we do not engage in
trading activities involving non-exchange traded contracts. In addition, we have
no financial guarantees, debt or lease agreements or other arrangements that
could trigger a requirement for an early payment or that could change the value
of our assets




ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC
Regulation S-K.




ITEM
4. CONTROLS AND PROCEDURES




Evaluation
of disclosure controls and procedures




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 as of the end of the period covered by this
report (the “Evaluation Date”). Based upon the evaluation, our principal
executive officer and principal financial officer concluded as of the Evaluation
Date that our disclosure controls and procedures were not effective. Disclosure
controls are controls and procedures designed to reasonably ensure that
information required to be disclosed in our reports filed under the Exchange
Act, such as this report, is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms. Disclosure controls
include controls and procedures designed to reasonably ensure that such
information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate to allow
timely decisions regarding required disclosure.




Changes
in internal controls over financial reporting




Due to significant reductions in the
number of employees we did not have sufficient people to meet the requirements
of our internal control over financial reporting.  There were no
significant changes in the Company's internal control over financial reporting
(as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended
September 30, 2010, that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial
reporting.




[28]




ITEM
5. OTHER INFORMATION




None.




PART
II - OTHER INFORMATION




Item
1. Legal Proceedings




On
February 17, 2010, the Internal Revenue Service placed a federal tax lien of
$756, 711 against all of the property and rights to the property of Boomj.com
for unpaid federal withholding taxes for the year ended December 31,
2009.




Other
than the foregoing IRS tax lien, we are not a party to any material legal
proceedings.  From time to time, the Company is a party to various
legal matters in the normal course of business, the outcome of which, in the
opinion of management, will not have a material adverse effect on the financial
position, results of operations or cash flows of the Company.




Item
1A.  Risk Factors




There has
been no material change in the Risk Factors set forth in the “Risk Factors”
section of the Company’s Form 10-K for the year ended December 31, 2009, other
than as set forth below:




We are
currently in default under the terms of our secured loans, and those lenders
could declare a default and foreclose on our assets at any time.




We
currently have outstanding $5,023,322of short-term convertible promissory notes
of which $3,683,322 of that amount are secured by a lien on all of this
company’s assets. On January 31, 2010 we were unable to pay these secured
convertible promissory note holders the amounts due to them as the notes had
matured.  Under the terms of the notes, the holders may at any time
elect to notify us of the default and foreclose on essentially all of our
assets.  In addition, the OmniReliant notes contain cross default
provisions, such that those notes are also in default due to our being in
default of the secured convertible promissory notes.  Accordingly, we
could at any time lose all of this company’s assets to our secured lenders as a
result of the existing defaults under the convertible promissory notes which
foreclosure would result in the loss of all of our assets and the termination of
our business.




We will
need significant additional capital in order to continue operations, which we
may be unable to obtain.




We
currently only have sufficient cash available to continue our current operations
into late November 2010. Our capital requirements in connection with our
expanding commercial operations have been, and will continue to be, significant.
We need to obtain a significant amount of additional funds to fund our working
capital needs, to continue to market our Web site, to offer a broader range of
products on our e-commerce site, and to otherwise expand our business. There can
be no assurance that financing will be available in amounts or on terms
acceptable to us, if at all. Obtaining additional funding is expected to be very
difficult because of our current large working capital deficit, the existing
default under our secured promissory notes, the IRS lien that has been imposed
on our assets, the current status of our limited operations, and the status of
the capital markets in general.  If we are not able to raise
additional funds in the near future, we may have to furtherreduce our limited
operations or even terminate our business.  There can be no assurance
that we will be able to obtain additional funds.




Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds




NA




[29]




Item
3. Defaults Upon Senior Securities




January
31, 2010 we were unable to pay our secured convertible promissory note holders
the amounts due to them as the notes had matured.  Under the terms of
the notes, the holders may at any time elect to notify us of the default and
foreclose on essentially all of our assets.  In addition, the
OmniReliant notes contain cross default provisions, such that those notes are
also in default due to our being in default of the secured convertible
promissory notes.  The total amount outstanding on these notes as of
September 30, 2010 was $5,023.322.




Item
4. RESERVED




Item
5. Other Information


None.




Item
6. Exhibits and Reports on Form 8-K




Exhibit Number
              
              Description31.1
              
              Certification
      of the Chairman of the Board and Chief Executive Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act31.2
              
              Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act32.1
              
              Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act32.2
              
              Certification
      pursuant to Section 906 of the Sarbanes-Oxley
  Act





[30]




SIGNATURES





Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on the 14th day of November,
2010.




By:
                /s/
      Robert J. McNultyRobert
      J. McNulty, Chief Executive Officer
                  (Principal
      Executive Officer)




By:
                /s/
      Mark V. NoffkeMark
      V. Noffke, Chief Financial Officer(Principal
      Financial Officer)




[31]