UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549










FORM
10-Q/A


(Amendment No.
1)





x Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
quarterly period ended March
31, 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)
589-7555


(Registrant’s
telephone number, including area code)





9029
South Pecos


Henderson,
Nevada  89074





(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. Yes x 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 May
14, 2010, there were outstanding 66,130,478 shares of the registrant’s common
stock.





1




Explanatory
Note


We are
filing this amendment No 1 to  Form 10Q/A to provide corrected
unaudited financial information for the period ended March 31,
2010.
 
 We
previously filed Form 8K to notify you to not rely on the unaudited financial
information for the period ended March 31, 2010 included in our May 14, 2010
Form 10-Q.
 
 As
previously reported our wholly owned subsidiary, KaChing KaChing (“KaChing
Nevada”)and Duke Mining, Inc. entered into a reverse merger on April 22,
2010.  Prior to the consummation of the reverse merger, certain
warrants were issued by KaChing KaChing.
 
 While
preparing our second quarter financial statements we determined that there was
an error in the fair value calculation associated with those KaChing KaChing
warrants issued in the first quarter of 2010.  Consequently, we should
have recorded an additional $259,805 of compensation expense in the quarter
ended March 31, 2010.  Further information is provided in the
footnotes
 to the
financial statements later in this document.
 
 These
financial statements for the period ended March 31, 2010 continue to speak as of
May 14, 2010, the date of they were filed in Form 10-Q, and we have not updated
the disclosures contained in this financial statements to reflect any events
that occurred at a date subsequent to May 14, 2010.


2




BEYOND
COMMERCE, INC.


FORM
10-Q FOR THE QUARTER ENDED


March
31, 2010





Table of
Contents




PagePART
      I. FINANCIAL INFORMATIONItem
      1.   Financial StatementsCondensed
      Consolidated Balance Sheet at March 31, 2010  and December 31,
      2009 (Unaudited)
                                                                    
                                                                    4Condensed
      Consolidated Statements of Operations for the Three month period ended
      March 31, 2010 & 2009 (Unaudited)
                                                                    
                                                                    5Condensed
      Consolidated Statements of Cash Flows for the Three month period ended
      March 31, 2010 & 2009 (Unaudited)
                                                                    
                                                                    6Notes
      to the Condensed Consolidated Financial Statements
    (Unaudited)
                                                                    
                                                                    7-
      16Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                                                                    
                                                                    17-21PART
      II. OTHER INFORMATIONItem
      6. Exhibits
                                                                    
                                                                    23SIGNATURES
                                                                    
                                                                    24




3





PART
I - FINANCIAL INFORMATION


Item
1.   Financial Statements


BEYOND
COMMERCE, INC.


CONDENSED
CONSOLIDATED BALANCE SHEET


Unaudited




March
      31, 2010
                                          
                                          
                                          December
      31, 2009(as
      restated)ASSETSCurrent
      assets :Cash
                                          
                                          $
                                          2,128
                                          
                                          
                                          $
                                          7,205Accounts
      receivable
                                          
                                          
                                          11,074
                                          
                                          
                                          
                                          10,697Prepaid
      loan cost
                                          
                                          
                                          -
                                          
                                          
                                          
                                          33,681Prepaid
      loan cost – related party
                                          
                                          
                                          -
                                          
                                          
                                          
                                          37,889Other
      current assets
                                          
                                          
                                          248,476
                                          
                                          
                                          
                                          518,677Total
      current assets
                                          
                                          $
                                          261,678
                                          
                                          
                                          $
                                          608,149Property,
      website and computer equipment
                                          
                                          
                                          1,071,395
                                          
                                          
                                          
                                          1,051,558Less:
      Accumulated depreciation and amortization
                                          
                                          
                                          (578,348
                                          )
                                          
                                          
                                          (517,571
                                          )Property,
      website and computer equipment – net
                                          
                                          $
                                          493,047
                                          
                                          
                                          $
                                          533,987Other
      Assets
                                          
                                          
                                          50,960
                                          
                                          
                                          
                                          62,204Total
      assets
                                          
                                          $
                                          805,685
                                          
                                          
                                          $
                                          1,204,340LIABILITIES AND STOCKHOLDERS’
      DEFICITCurrent
      liabilities:Short
      term borrowings
                                          
                                          $
                                          3,425,000
                                          
                                          
                                          $
                                          3,400,000Short
      term borrowings - related party
                                          
                                          
                                          2,811,170
                                          
                                          
                                          
                                          2,180,533Accounts
      payable
                                          
                                          
                                          2,354,409
                                          
                                          
                                          
                                          2,251,951Accounts
      payable - related party
                                          
                                          
                                          26,397
                                          
                                          
                                          
                                          26,396Note
      derivative liability
                                          
                                          
                                          322,843
                                          
                                          
                                          
                                          180,632Note
      derivative liability – related party
                                          
                                          
                                          1,950,010
                                          
                                          
                                          
                                          2,425,473Other
      current liabilities
                                          
                                          
                                          2,809,988
                                          
                                          
                                          
                                          2,207,830Other
      current liabilities – related party
                                          
                                          
                                          188,083
                                          
                                          
                                          
                                          251,386Deferred
      Revenue
                                          
                                          
                                          212,196
                                          
                                          
                                          
                                          756,262Total
      current liabilities
                                          
                                          $
                                          14,100,096
                                          
                                          
                                          $
                                          13,680,463Commitments
      and contingenciesStockholders’
      Deficit :Common
      stock, $0.001 par value, 200,000,000 shares authorized
                                            as
      of March 31, 2010 and December 31, 2009, 59,493,311 and
                                            58,793,311 issued and
      outstanding at March 31, 2010 and December 31, 2009,
                                            respectively
                                          
                                          $
                                          59,493
                                          
                                          
                                          $
                                          58,793Preferred
      stock,$.001 par value of 50,000,000 shares authorized and no shares
      issued
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Additional
      paid in capital –
      as restated
                                          
                                          
                                          18,085,629
                                          
                                          
                                          
                                          17,744,799Accumulated
      deficit –
      as restated
                                          
                                          
                                          (31,439,533
                                          )
                                          
                                          
                                          (30,279,715
                                          )Total
      stockholders' deficit
                                          
                                          $
                                          (13,294,411
                                          )
                                          
                                          $
                                          (12,476,123
                                          )Total
      Liabilities and Stockholders' Deficit
                                          
                                          $
                                          805,685
                                          
                                          
                                          $
                                          1,204,340




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 three month period ended March 31,


Unaudited





2010
                                
                                
                                2009RevenuesLicense
      & membership, net
                                
                                $
                                382,749
                                
                                
                                $
                                -Merchandise
      sales, net
                                
                                
                                8,242
                                
                                
                                
                                26,987Total
      Revenue
                                
                                $
                                390,991
                                
                                
                                $
                                26,987Operating
      expensesCost
      of products sold, net
                                
                                $
                                125,444
                                
                                
                                $
                                14,525Selling
      general & administrative –
      as restated
                                
                                
                                611,070
                                
                                
                                
                                1,229,214Selling
      general & administrative – related party - as
    restated
                                
                                
                                155,425
                                
                                
                                
                                23,408Professional
      fees
                                
                                
                                84,801
                                
                                
                                
                                160,640Professional
      fees – related party
                                
                                
                                -
                                
                                
                                
                                77,900Depreciation
      and amortization
                                
                                
                                60,777
                                
                                
                                
                                47,998Total
      costs and operating expenses –
      as restated
                                
                                $
                                1,037,517
                                
                                
                                $
                                1,553,685Loss
      from operations –
      as restated
                                
                                
                                (646,526
                                )
                                
                                
                                (1,526,698
                                )Non-operating
      income (expense)Interest
      expense
                                
                                
                                (108,661
                                )
                                
                                
                                (1,418,296
                                )Interest
      expense – related party
                                
                                
                                (775,290
                                )
                                
                                
                                -Income/(expense)
      related to derivative
                                
                                
                                -
                                
                                
                                
                                1,766,340Income
      related to derivative – related party
                                
                                
                                333,252
                                
                                
                                
                                -Interest
      income
                                
                                
                                -
                                
                                
                                
                                -Total
      non-operating Income (expense)
                                
                                $
                                (550,699
                                )
                                
                                $
                                348,044Loss
      from continuing operations before income taxes –
      as restated
                                
                                
                                (1,197,225
                                )
                                
                                
                                (1,178,654
                                )Gain
      (Loss) from discontinued
      operations net of income taxes
                                
                                
                                37,407
                                
                                
                                
                                (1,483,934
                                )Provision
      for income tax
                                
                                
                                -
                                
                                
                                
                                -Net loss
      –
      as restated
                                
                                $
                                (1,159,818
                                )
                                
                                $
                                (2,662,588
                                )Net
      (loss) per common share – basic and diluted
                                
                                $
                                (0.02
                                )
                                
                                $
                                (0.06
                                )Net
      (loss) per common share -basic and diluted - continuing
      operations
                                
                                $
                                (0.02
                                )
                                
                                $
                                (0.03
                                )Net
      (loss) per common share -basic and diluted - discontinued
      operations
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.03
                                )Weighted
      average number of common shares outstanding
                                
                                
                                59,115,783
                                
                                
                                
                                41,206,905





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 three month period ended March 31,


Unaudited




2010
                                              
                                              
                                              2009Net
      cash used in operating activities
                                              
                                              $
                                              (46,114
                                              )
                                              
                                              $
                                              (278,793
                                              )Cash
      flows from investing activities:Cash
      paid to purchase property and equipment
                                              
                                              
                                              (19,837
                                              )
                                              
                                              
                                              (7,642
                                              )Net
      cash used in investing activities
                                              
                                              $
                                              (19,837
                                              )
                                              
                                              $
                                              (7,642
                                              )Cash
      flows from financing activities:Issuance
      of stock - net of offering costs
                                              
                                              
                                              -
                                              
                                              
                                              
                                              20,000Cash
      received from short term borrowings
                                              
                                              
                                              25,000
                                              
                                              
                                              
                                              388,000Cash
      Paid for debt financing fees
                                              
                                              
                                              
                                              
                                              
                                              
                                              -Payment
      on short term borrowings - related party
                                              
                                              
                                              -Payment
      on short term borrowings
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (42,000
                                              )Net
      cash provided by financing activities
                                              
                                              $
                                              25,000
                                              
                                              
                                              $
                                              366,000Discontinued
      Activities:Net
      cash used in operating activities
                                              
                                              $
                                              35,874
                                              
                                              
                                              $
                                              (86,981
                                              )Net
      cash used in investing activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (80,180
                                              )Net
      cash provided by (used in) discontinued operations
                                              
                                              
                                              35,874
                                              
                                              
                                              
                                              (167,161
                                              )Net
      increase (decrease) in cash & cash equivalents
                                              
                                              
                                              (5,077
                                              )
                                              
                                              
                                              (87,596
                                              )Cash
      & cash equivalents, beginning balance
                                              
                                              
                                              7,205
                                              
                                              
                                              
                                              100,086Cash
      & cash equivalents, ending balance
                                              
                                              $
                                              2,128
                                              
                                              
                                              $
                                              12,490





See
accompanying notes 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 an
Internet company that has two interrelated business models aimed at generating
revenues primarily from Web site advertising and E-commerce transactions. 
Our initial business wasBOOMj.com, Inc.,www.BOOMj.com, a
niche portal and social networking site for Baby Boomers and Generation
Jones.  Our BOOMj.com Web site, which is temporarily off-line as we upgrade
its features, provides social, political, financial, and lifestyle content to
the Baby Boomer/Generation Jones target audience as a platform for our
advertising and E-commerce businesses. Until October 2009, ourLocalAdLink subsidiary
operated a website, a local search directory and advertising network that brings
local advertising to geo-targeted consumers.





During
the second quarter of 2009 we relaunched  i-SUPPLY, www.i-SUPPLY.com,
an online storefront that offers easy to use, fully customizable E-commerce
services, and revenue solutions for any third party Web site large or small, and
hosts local ads, providing extensive reach for our proprietary advertising
partner network platform.





During
the third quarter of 2009 the Company started another subsidiary, KaChing
KaChing, which is an E-commerce platform that provides a complete turn-key
E-commerce solution. 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.However, as described
below, on April 22, 2010, KaChing merged with Duke Mining Company, Inc. to
become a new public company.  Although we still own 20.7% of KaChing’s
outstanding stock, our future operating results will include only our
proportionate share of the operations or financial results of KaChing
KaChing.




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).





The
condensed consolidated financial statements and the notes thereto for the
periods ended March 31, 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 described in Note
15 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.  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.





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




7




NOTE 2 - SELECTED ACCOUNTING
POLICIES




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 $145,485 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 March 31, 2010 and December 31, 2009 the Company had
outstanding derivative liabilities, including those from related parties of
$2,272,853 and $2,606,105




8





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 months ended
March 31, 2010, the Company generated a consolidated net loss of $1,159,818 and
realized a negative cash flow from operating activities of $46,114.  As of
March 31, 2010, there is an accumulated deficit of $31,439,533 and a working
capital deficiency of $13,838,418. The Company will need to raise additional
capital and/or obtain financing by the end of the second quarter of 2010 to
continue operations in 2010. 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 - matured.  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, 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 March 31, 2010 was $5,023,322.  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.





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 the raising of capital from
additional debt and equity financing. However, the Company’s ability to continue
as a going concern is dependent upon raising additional funds through debt and
equity financing and generating revenue. The Company has recently announced a
letter of intent to acquire a small media business that brings some added
diversification into the current corporate structure. We believe this is the
initial step in a potential roll up strategy the Company is employing to enhance
shareholder value. Its goal is to partner with companies that are vertically
deep in their respective industries, picking best of breed firms, that have high
profile and long standing business relationships, and are run by solid
management teams with proven track records. The Company currently has an
effective registration statement offering   20,000,000 shares of
the common stock at a price of $0.10 per share in anticipation of a market
recovery of the Company’s entity value as certain events mature. 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 March 31, 2010 and December 31, 2009 consisted of the
following:




2010
                        
                        
                        2009Office
      and computer equipment
                        
                        $
                        275,122
                        
                        
                        $
                        275,122Website
                        
                        
                        796,273
                        
                        
                        
                        776,436Total
      property, website and computer equipment
                        
                        
                        1,071,395
                        
                        
                        
                        1,051,558Less:
      accumulated depreciation
                        
                        
                        (578,348
                        )
                        
                        
                        (517,571
                        )$
                        493,047
                        
                        
                        $
                        533,987




Depreciation
and amortization expense for the three months ended March 31, 2010 was $60,777,
compared to $51,771 for the same period in 2009 of which $60,777 and $47,998
were included in operating expenses in continuing operations for the three
months ended March 31, 2010 and March 31, 2009, respectively.




9




NOTE 5 - OTHER ASSETS





Other
      current assets
                      
                      2010
                      
                      
                      2009Prepaid
      commissions
                      
                      $
                      85,326
                      
                      
                      $
                      294,872Credit
      Card processor retention
                      
                      
                      71,431
                      
                      
                      
                      132,606Other
                      
                      
                      91,719
                      
                      
                      
                      91,199TOTAL
                      
                      $
                      248,476
                      
                      
                      $
                      518,677




Other
current assets reflect the cost of commissions paid where the revenue is being
deferred. This amount is to match the period expense when revenue is actually
earned.  The credit card retention is cash collateral that is being held by
the sundry credit card processor’s to assure compliance with the individual
processor’s policies, procedures, guidelines, and/or practices.





Other
      assets
                      
                      2010
                      
                      
                      2009Rent
      Deposits
                      
                      $
                      23,113
                      
                      
                      $
                      31,763Credit
      Card Reserve
                      
                      
                      19,275
                      
                      
                      
                      20,084Vendor
      Deposit
                      
                      
                      8,572
                      
                      
                      
                      10,357TOTAL
                      
                      $
                      50,960
                      
                      
                      $
                      62,204





Other
assets primarily consisted of rent deposits for the Company's Nevada
office.





NOTE 6 - OTHER CURRENT
LIABILITIES




Other
current liabilities consist of the following at March 31, 2010 and December
31, 2009:





2009
                      
                      
                      2009Accrued
      interest
                      
                      
                      706,544
                      
                      
                      
                      508,554Accrued
      interest – related party
                      
                      
                      158,843
                      
                      
                      
                      180,720Accrued
      commission
                      
                      
                      25,411
                      
                      
                      
                      7,272Accrued
      payroll and related expenses
                      
                      
                      866,972
                      
                      
                      
                      523,240Payroll
      tax liability
                      
                      
                      1,067,458
                      
                      
                      
                      1,018,325Credit
      Cards
                      
                      
                      83,349
                      
                      
                      
                      121,719Other
                      
                      
                      60,254
                      
                      
                      
                      150,442Other
      – related party
                      
                      
                      29,240
                      
                      
                      
                      70,666Total
      other current liabilities
                      
                      $
                      2,998,071
                      
                      
                      $
                      2,580,938




NOTE 7 -  SHORT TERM
BORROWINGS




3/31/2010
                  
                  
                  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*
                  
                  
                  2,210,000
                  
                  
                  
                  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 9/9/2010**
                  
                  
                  141,663
                  
                  
                  
                  141,663Convertible
      Promissory Notes due 9/7/2010**
                  
                  
                  291,665
                  
                  
                  
                  291,665Convertible
      Promissory Notes due 9/7/2010**
                  
                  
                  116,666
                  
                  
                  
                  116,666Convertible
      Promissory Notes due 9/7/2010**
                  
                  
                  373,332
                  
                  
                  
                  373,332Convertible
      Promissory Notes due 9/7/2010**
                  
                  
                  699,996
                  
                  
                  
                  699,996Sundry Bridge Notes, bearing an annual
      interest rate 12%, unsecured, due - 1/31/2010*
                  
                  
                  1,000,000
                  
                  
                  
                  1,000,000Short-term
      advance on stock purchase of KaChing KaChing, Inc.
                  
                  
                  25,000
                  
                  
                  
                  -Total
      principal
                  
                  $
                  6,381,655
                  
                  
                  $
                  6,356,655Less
      unamortized debt discount
                  
                  
                  (145,485
                  )
                  
                  
                  (776,122
                  )Net
      balance
                  
                  $
                  6,236,170
                  
                  
                  $
                  5,580,533




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 September 7, 2010 through
September 9, 2010 are also in default under cross-default provisions contained
in those agreements.
  In
February 2010, the Company 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 15). The advance, upon
successful completion of the merger, would be converted into 166,667 shares of
the post merger Kaching common stock.


10




NOTE 8 - COMMON STOCK, WARRANTS AND PAID IN
CAPITAL




Common
Stock




As of
March 31, 2010 our authorized capital stock consisted of 200,000,000 shares of
common stock, par value $.001 per share. As of March 31, 2010, there were
59,493,311 issued and outstanding shares of common stock. The Company issued
700,000 shares of common stock during the three month period ended March 31,
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




Warrants




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





Outstanding
                              
                              
                              
                              
                              
                              Transferred/
                              
                              
                              OutstandingExercise Price
                              
                              December 31, 2009
                              
                              
                              Issued in 2010
                              
                              
                              Exercised
                              
                              
                              March
      31, 2010$
                              0.01
                              
                              
                              113,520
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              113,520
                              (1)$
                              0.10
                              
                              
                              109,008,215
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              109,008,215$
                              0.30
                              
                              
                              30,300
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              30,300$
                              0.50
                              
                              
                              101,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              101,000
                              (1)$
                              0.70
                              
                              
                              1,244,116
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,244,116$
                              0.90
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -$
                              0.93
                              
                              
                              3,127,860
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3,127,860$
                              1.00
                              
                              
                              2,743,246
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,743,246$
                              2.40
                              
                              
                              132,310
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              132,310
                              (1)116,500,567
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              116,500,567





(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.





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.





Outstanding
                            
                            
                            Issued
                              Three months
                            
                            
                            Forfeited
                              Three
      months
                            
                            
                            OutstandingOption Group
                            
                            
                            December 31, 2009
                            
                            
                            ended
                              March
      31, 2010
                            
                            
                            ended
                              March
      31, 2010
                            
                            
                            March
      31, 2010$
                            0.10-0.49
                            
                            
                            468,500
                            
                            
                            
                            -
                            
                            
                            
                            (150,500
                            )
                            
                            
                            318,000$
                            0.50-0.69
                            
                            
                            
                            873,274
                            
                            
                            
                            -
                            
                            
                            
                            (773,274
                            )
                            
                            
                            100,000$
                            0.70-0.89
                            
                            
                            
                            1,098,602
                            
                            
                            
                            -
                            
                            
                            
                            (553,602
                            )
                            
                            
                            545,000$
                            0.90-0.99
                            
                            
                            
                            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
                            
                            
                            
                            -
                            
                            
                            
                            (2,714,551
                            )
                            
                            
                            1,403,000




12




The
estimated fair value of the aforementioned options was calculated using the
Black-Scholes model.  The Company recorded a share-based compensation
expense of $60,727 and $818,815 for the three months ended March 31, 2010 and
2009, respectively.





No
options were granted during the three months ended March 31, 2010.





Convertible
Securities





As of
March 31, 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 32,783,050 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 March 31, 2010 and December 31, 2009 and determined the value to be
approximately $380,000 and $950,000, respectively.  The change in fair
value of all derivative liabilities of approximately $322,843 for the period
ended March 31, 2010 was recognized in the statement of operations under the
income related to derivative line item.




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
March 31, 2010 and the date of these financial statements.





Operating
Lease


The
Company leases certain office space, under operating leases which generally
require the Company to pay taxes, insurance and maintenance expenses related to
the leased property.   The Company believes that in the normal course
of business, the lease will be renewed or replaced by other
leases.  In April 26, 2010, the Company entered into a one year lease
for approximately 4,000 square feet in Henderson, Nevada which houses its
corporate office.





Total
rent expense incurred by the Company, which includes the leases above and sundry
month to month rental expenditures was $33,220 and $52,326 for the three
 month period ended March 31, 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 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.




13




NOTE
10 – SEGMENT REPORTING





Beyond
Commerce, Inc managed its operations through two business segments:
BOOMj.com  dba i-SUPPLY, Local Ad Link(discontinued) and KaChing
KaChing. 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 do 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 operating segment.





Summary
financial information for the two reportable segments is as
follows:





2010
                      
                      
                      2009Operations:
      BOOMj.com dba i-SUPPLYNet
      sales
                      
                      $
                      213,748
                      
                      
                      $
                      26,987Gross
      Margin
                      
                      
                      203,319
                      
                      
                      
                      12,462Depreciation
                      
                      
                      46,503
                      
                      
                      
                      (47,998
                      )Assets
                      
                      
                      378,310
                      
                      
                      
                      762,382Capital
      Expenditures
                      
                      
                      -
                      
                      
                      
                      7,642Net
      Loss
                      
                      
                      (71,160
                      )
                      
                      
                      (1,462,364
                      )Operations:
      LocalAdLink (Discontinued)Net
      sales
                      
                      $
                      270,707
                      
                      
                      
                      6,017,181Gross
      Margin
                      
                      
                      61,326
                      
                      
                      
                      904,645Depreciation
                      
                      
                      -
                      
                      
                      
                      (3,773
                      )Assets
                      
                      
                      151,869
                      
                      
                      
                      2,095,192Capital
      Expenditures
                      
                      
                      -
                      
                      
                      
                      80,180Net
      (Loss) Gain
                      
                      
                      37,409
                      
                      
                      
                      1,483,934Operations:
      KaChing KaChingNet
      sales
                      
                      $
                      177,243
                      
                      
                      
                      -Gross
      Margin
                      
                      
                      62,227
                      
                      
                      
                      -Depreciation
                      
                      
                      14,274
                      
                      
                      
                      -Assets
                      
                      
                      264,810
                      
                      
                      
                      -Capital
      Expenditures
                      
                      
                      19,838
                      
                      
                      
                      -Net
      Loss –
      as restated
                      
                      
                      (512,966
                      )
                      
                      
                      -ConsolidatedConsolidated
      Operations:Net
      sales
                      
                      $
                      390,991
                      
                      
                      $
                      26,987Gross
      Margin
                      
                      
                      265,547
                      
                      
                      
                      12,462Other
      operating expenses –
      as restated
                      
                      
                      (851,296
                      )
                      
                      
                      (1,491,162
                      )Depreciation
                      
                      
                      (60,777
                      )
                      
                      
                      (47,998
                      )Non-operating
      income (expense)
                      
                      
                      (550,669
                      )
                      
                      
                      348,044Income
      (loss) from discontinued operations
                      
                      
                      37,407
                      
                      
                      
                      (1,483,984
                      )Net
      Loss –
      as restated
                      
                      
                      (1,159,818
                      )
                      
                      
                      (2,662,588
                      )Assets
                      
                      
                      805,685
                      
                      
                      
                      3,367,726Basic
      & Diluted Net Loss Per Share
                      
                      
                      (.02
                      )
                      
                      
                      (0.06
                      )Capital
      Expenditures
                      
                      
                      19,838
                      
                      
                      
                      87,822








14





NOTE
11 – RELATED PARTIES (not described elsewhere)








During
the three months ended March 31, 2010 and 2009, we paid Linlithgow Holdings a
total of $0 and $77,900, respectively for consulting services and advertising
commissions rendered to us.  Also, our KaChing entity paid commissions
$305 to ABV corporation, an entity owned and controlled by our Chief Executive
Officer Robert McNulty for the three months ended March 31, 2010.





During
the three months ended March 31, 2010 and 2009, we accrued for FA Corp. a total
of $9,240 and $23,408 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.








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 such stock options shares excluded from
the diluted net loss per common share presentation was 173,289,717 and
23,630,990 at March 31, 2010 and 2009, respectively.





Warrants
outstanding exercisable into 116,500,567 shares of the Company’s common stock
vested options exercisable into 422,600 shares of the Company’s common stock and
convertible debt that is convertible into 56,366,550 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 March 31, 2010. The following is a
reconciliation of the numerator and denominator of the basic and diluted
earnings per share computations for the three months ended March 31, 2010 and
2009:




Numerator





Basic and
diluted net loss per share:




2010
                  
                  
                  2009(as
      restated)Net
      loss available to common stockholders –
      as restated
                  
                  $
                  (1,159,818
                  )
                  
                  $
                  (2,662,558
                  )DenominatorBasic
      and diluted weighted average number of shares outstanding
                  
                  
                  59,115,783
                  
                  
                  
                  41,206,905Basic
      and diluted net loss per share
                  
                  $
                  (0.02
                  )
                  
                  
                  (0.06
                  )




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




The
Company paid $0 and $8,918 for the three months ended March 31, 2010 and 2009,
respectively for interest. The Company did not make any payments for income tax
during the three months ended March 31, 2010 or 2009.




15





NOTE
14 - DISCONTINUED OPERATIONS




The
following table summarized the statement of operations for the
discontinued operation for the three months ended March 31





2010
                    
                    
                    2009Sales
                    
                    $
                    270,707
                    
                    
                    $
                    6,017,181Cost
      of sales
                    
                    
                    209,381
                    
                    
                    
                    5,112,536Gross
      Profit(Loss)
                    
                    $
                    61,326
                    
                    
                    $
                    904,645Operating
      expense
                    
                    
                    (20,802
                    )
                    
                    
                    (2,393,806
                    )Operating
      Expense- Related Party
                    
                    
                    -
                    
                    
                    
                    -Non
      Operating Expenses
                    
                    
                    (3,115
                    ) )
                    
                    
                    -Gain
      (Loss) from discontinued operations
                    
                    $
                    37,409
                    
                    
                    $
                    (1,483,934
                    )





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.





NOTE 15 -
SUBSEQUENT EVENTS




The
Company has evaluated subsequent events through May 14, 2010, which is the date
they issued their financial statements, and concluded that the following
subsequent events have occurred that require recognition in the Financial
Statements or disclosure in the Notes to the Financial Statements:





Prior to
the Plan of merger, discussed below, we issued 4,900,000 shares of Kaching
Kaching, Inc. common stock, representing at that time 49% of the common stock of
Kaching Kaching, Inc., to Linlithgow holdings, Inc., a related
party.  We also issued warrants exercisable into 10,438,280 shares of
Kaching Kaching, Inc. common stock to employees of the Company and
others.





On April
22, 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, Beyond Commerce, Inc. received 10,605,100 shares in
the new entity representing 20.7% of the post –Merger outstanding
stock.  The executive team of Beyond Commerce, Inc.  will
maintain control of the new publicly traded entity. KaChing KaChing, Inc. had
contributed $243,783 in revenue during the fourth quarter to the Company and
incurred a loss of $365,989.  It contributed revenues of $177,243 and
incurred a loss of $253,161 for the three months ended March 31,
2010.  KaChing had assets of $210,122 and liabilities of $290,659 as
of December 31, 2009 and assets of $264,810 and liabilities of $391,832 at March
31, 2010.





Included
in the  Merger was the assumption of  a  five year
Master License agreement with Beyond Commerce, Inc. to: (i) utilize Beyond
Commerce’s Back-end Processing Technology by retaining Beyond Commerce, Inc. to
provide back-end processing services (“Back-end Processing Services”), in which
KaChing will package on a private label basis with each Retail Web Stores sold
by KaChing, and (ii) include as part of each Retail Web Stores a private label
version of the i-Supply Internet shopping site, with i-Supply processing the
orders placed by consumers through the Retail Web Stores .Beyond Commerce, Inc.
owns I-Supply who controls  the vendor relationships, web based
distribution system and E-commerce solution  to fulfill the
orders.





Within
five days following the end of each month, KaChing is required to pay to Beyond
Commerce, Inc. five percent of the aggregate gross sales made from sales of all
Retail Web Store’s during the prior month for which the Beyond Commerce, Inc.
was providing the back-end processing services and order processing. Upon the
one year anniversary date of this Agreement, the amount due to Beyond Commerce,
Inc. shall be increased by two percent for a total of seven percent of the
aggregate gross sales made from the sale of all Retail Web Store’s during the
remaining four years of the Agreement.




On April
27, 2010, one of our 12% convertible note holders converted their note of
$50,000 into shares of common stock at a conversion rate of $0.10. This resulted
in an issuance of 500,000 shares of common stock.  In addition the
note holder also converted their accumulated interest on their note into shares
of the Company’s common stock at a conversion rate of $0.10.  The
total interest converted was $13,717 and converted into 137,167 of the Company’s
common shares.




On April
27, 2010, the Company issued 6,000,000 shares of common stock valued at $480,000
for professional services rendered.


NOTE 16 –
CORRECTION OF AN ERROR
 
 Upon
incorporation of KaChing Nevada, our consolidated subsidiary, it was the intent
of KaChing Nevada to issue KaChing Nevada warrants to
fifty-four individuals and / or entities (employees and consultants of
KaChing Nevada) for their assistance with starting up and working with the new
company.  At the KaChing Nevada ’s first board of directors
meeting on February 19, 2010 they authorized for issuance warrants to acquire
21,443,019 shares of KaChing Nevada common stock with an exercise price of
$0.001 per share and a term of 5 years.  All of the warrants vested
immediately.
 
 At the
time of issuance of the warrants, Ka Ching Ka Ching was a wholly owned
subsidiary of Beyond Commerce, Inc. and had no publicly traded stock of its own
in which to readily determine the stocks fair value.  We had
originally used par value to determine the value of the warrants issued. We
have subsequently determined that we should have used fair value to determine
the value of the warrants issued.  In accordance with guidance derived
from the AICPA Audit and Accounting Practice Series “Valuation of
Privately-Held-Company Equity Securities Issued As Compensation” we decided to
use the enterprise value market approach.  Because we set the exercise
price of the warrants at our common stock’s par value, we valued those warrants
as if we had issued common stock.  We calculated the fair value of our
common stock at $0.0259 per share as of the February 2010 issuance date by
deriving it from enterprise value of  Beyond Commerce, Inc. whose
common stock was publicly traded. Consequently, we should have recorded an
additional $259,805 (including $121,260 associated with warrants for Officers
and certain members of the board of directors) of compensation expense in our
consolidated financial statements for the quarter ended March 31, 2010 and we
have recorded same in these restated financial statements.


16





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 the fiscal period covered by this Quarterly Report, KaChing
KaChing, Inc., a Nevada corporation we formed in the third quarter of
2009,  and LocalAdLink, Inc., a Nevada corporation, whose business we
sold to a third party in October, 2009, were wholly owns
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, KaChing KaChing, Inc. was merged into a Delaware public company
(now also known as “KaChing KaChing, Inc.”), of  which we only own
20.7% 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.




Overview




This
company, formerly known as Reel Estate Services Inc. was incorporated in Nevada
as a development stage company on January 12, 2006 to create a web-based service
that lists properties across the globe that are available for rental and/or use
by film and television companies as filming locations. 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.




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 it had prior to inception of Local Ad Link, Inc., however on a
different scale with a greater emphasis on business to business
sales.




17




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 three
months ended March 31, 2010 as we closed the website in order to upgrade its
features).





Our final
source of revenue during the first quarter of - 2010 was KaChing
KaChing, an early-stage development company with a limited operating
history that we launched 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 20.7% of KaChing’s outstanding stock and we have entered into a
five-year licensing/management agreement with KaChing, our future operating
results will not include the operations or financial results of KaChing
KaChing.




We
reported a consolidated net loss from continuing operations of $1,197,225 for
the three months ended March 31, 2010, and a consolidated net loss of $1,178,654
for the three months ended March 31, 2009.  The loss for the three
months ended March 31, 2010 was principally attributable to the decrease in
revenues, as more fully explained in “Revenues” below.





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 increased from $26,987 to
$390,991 for the three months ended March 31, 2009 and 2010, respectively. This
increase in sales resulted from  the sales from  our KaChing
KaChing operations during the three months ended March 31, 2010. Since we have
now disposed of a majority interest in KaChing, we will no longer recognize any
revenues that KaChing may hereafter generate.  However, KaChing has
entered into a Master Licensing Agreement with us, pursuant to which we now
provide certain back-end internet services to KaChing.  We will,
therefore, receive a license fee from KaChing, which license fee is based on the
gross revenues of KaChing.  During the first quarter ended March 31,
2010, we also derived approximately $205,000 of revenue from the operation of
our i-Supply division.  Revenues generated in the first fiscal quarter
of 2009 were principally derived from product sales from the Boomj.com
website.





As of the
date of this Quarterly Report, we own a 20.7% interests in KaChing KaChing,
Inc., a Delaware public company.  KaChing will be managed by our
officers, and will utilize our back offices services during the next five years
and will pay us a percentage based fee for those
services.  Accordingly, we will continue to have a material financial
interest in the operations and business of KaChing.





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.





18





Operating
Expenses




Selling,
general and administrative expenses (SG&A), including related party
expenditures, for the three month period ended March 31, 2010 were $766,495.
This reflects a decrease of $486,127 in SG&A expenses from the $1,252,622
reported for the three month period ended March 31, 2009. The change in SG&A
expenses is attributable to decreased operating costs and employees for the
three months ended March 31, 2010 as compared to three month period ended March
31, 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 month period
ended March 31, 2010, including related party, were $84,801. The largest
component of professional fees consists of legal and accounting fees. This
reflects a decrease of $157,739 in professional fees as compared to $238,540 for
the three month period ended March 31, 2009. Included in the professional fees
and SG&A are non-cash items of $81,727 for the three months ended March 31,
2010 as compared to $183,688 for the three month period ended March 31, 2009 in
stock issued in exchange for a variety of consulting services and employee
options granted.




Depreciation
and amortization expense for the three months ended March 31, 2010 was $60,777.
This reflects an increase of $12,779 in depreciation and amortization expense
from the $47,998 reported for three month period ended March 31, 2009. The
increase in expense is attributable to the amortization of the asset additions
during the period ended December 31, 2009.  Interest expense, of $883,951
for the three months ended March 31, 2010, of which $775,290 was to related
parties and reflects a decrease of $534,345 from the interest expense of
$1,418,296 for the three month period ended March 31, 2009. The loan discount
relates 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.




Liquidity
and Capital Resources




As of
March 31, 2010, we had a working capital deficit of $13,838,418.  Cash
and cash equivalents at March 31, 2010 were $2,128, a decrease of $5,077 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 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.




As
shown in the accompanying consolidated financial statements, we incurred a loss
of $1,197,225 for the three month period ended March 31, 2010. Our current
liabilities less debt, deferred revenue and derivatives exceeded current assets
by $5,117,199 at March 31, 2010, and negative cash flow from continuing
operating activities for the three months ended March 31, 2010 was
$46,114.  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 March 31, 2010 was
$5,023,322.  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.




19




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 new office space at the end of April.  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. Although the
amount of revenues that we are now generating from our existing operations
(excluding LocalAdLink, which we sold in 2009) is increasing gradually on a
monthly basis, we do not anticipate that we will generate sufficient cash from
operations to fund our working capital needs until the second half of 2010, at
the earliest. 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, the US Treasury placed a lien
on essentially all of the assets of Boomj.com Inc. because of approximately
$700,000 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. In addition we are maximizing the margins in our remaining
product lines and expanding the capabilities of the widget technologies
of our i-SUPPLY division along with identifying some strategic partners to
assist in the distribution channels through product and operating lines of
credit. If we do not obtain sufficient additional funds in the immediate future,
we will have to suspend some of our operations, scale down our current and
proposed future operations or, if those actions are not sufficient, terminate
our operations. 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.   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 the KaChing KaChing licensing and
servicing fees, will have higher margins and be more cost effective as those
operations continue to ramp up.




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 March 31,
2010, the total amount of our short-term borrowings was
$6,381,655.  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 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 continuing operating activities for the three month period ended March
31, 2010 was $46,114. This was mainly attributable from the use of cash in
operations as we established new businesses and operations. Accounts Receivable
increased $377 to $11,074 on March 31, 2010 from $10,697 on December 31,
2009.   Other Assets decreased 353,016 to 299,435 on March 31,
2010 from $652,451 on December 31, 2009.  This is mainly due to
discontinued operations of LAL from the fourth quarter of
2009.  Accounts Payable on March 31, 2009 and December 31, 2009 was
$2,348,550 and $2,278,347 respectively, an increase of $70,203.  The
increase is attributed mainly to professional fees incurred and
unpaid.   Deferred revenues decreased $544,066 on March 31, 2010
to 212,196 from $756,262 on December 31, 2009.  The decrease is due to
the capturing of deferred revenue from LAL sales from 2009 and the lack of any
LAL sales during the three months ended March 31, 2010.





Investing
Activities




Net cash
used in continuing investing activities for the three month period ended
March 31, 2010 was $19,837, a decrease of $67,985 compared to the
$87,822 used by investing activities for the  three month period ended
March 31, 2009. The company expended less for purchase of computer and office
equipment and expenditures related to its business development during the
quarter ended March 31, 2010 than March 31, 2009.




Financing
Activities




Net cash
provided by continuing financing activities for the three month period
ended March 31, 2010 was $25,000, a decrease of $341,000 from the net cash
provided by continuing financing activities for the three month period ended
March 31, 2009, which was $366,000.    During the three
month period ended March 31, 2010, we did not repay any debt securities or
convert secured debt into shares of common stock.  For the three
months ended March 31, 2009, we repaid $42,000 of debt securities.




20




As a
result of the above activities, we experienced a net decrease in cash of $5,077
for the three month period ended March 31, 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)





In
October 2009, we sold the assets of our LocalAdLink
division.  Revenues for LocalAdLink for the three months ended March
31, 2010 and 2009 were $270,707 and $6,017,181, respectively.  Net
operating gain (loss) for the three months ended March 31, 2010 and 2009 were
$37,408 and $(1,483,934), respectively.  Operating expenses for the
three months ended March 31, 2010 and 2009 were $20,802 and $2,392,315,
respectively.  For the three months ended March 31, 2010 and 2009, the
cost of goods sold were $209,381 and 5,108,800, respectively.  The
division had a working capital deficit of $5,792,933 at March 31, 2010 and a
cash balance of $1,270.





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


21
 
 PART
II - OTHER INFORMATION
 
 22
 
 Item
6. Exhibits
 
 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
  23
  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 31st day of August,
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)
  24