UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
DC 20549
 ________________________________________
 FORM
10-Q
 
 x Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
 For the
quarterly period ended June 30,
2010
 
 Commission
file number: 000-52490
 
 Beyond
Commerce, Inc.
 (Exact
name of registrant as specified in its charter)
 
 
 Nevada 98-0512515
 (State
      of incorporation or organization)
              
              (I.R.S.
      Employer Identification No.)
 
 750
Coronado Center Drive
 Suite
120
 Henderson,
Nevada 89051
 
 (Address
of principal executive offices, including zip code)
 
 (702)
952.9549
 (Registrant’s
telephone number, including area code)
 
 
 (Former
name, former address and former fiscal year, if changed since last
report.)
 
 Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YesxNo ̈
 
 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 companyx
 
 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
September 9, 2010, there were outstanding 83,484,979 shares of the registrant’s
common stock.
 
 
  PART
      I. FINANCIAL INFORMATION
                3Item
      1. Financial Statements
                3Condensed
      Consolidated Balance Sheet at June 30, 2010  and December 31,
      2009 (Unaudited)
                3Condensed
      Consolidated Statements of Operations for the Three month period ended
      June 30, 2010 & 2009 (Unaudited)
                4Condensed
      Consolidated Statements of Operations for the Six month period ended June
      30, 2010 & 2009 (Unaudited)
                5Condensed
      Consolidated Statements of Cash Flows for the Six month period ended June
      30, 2010 & 2009 (Unaudited)
                6Notes
      to the Condensed Consolidated Financial Statements
    (Unaudited)
                7-22Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                22-27Item
      3. Quantitative and Qualitative Information About Market
    Risk
                27Item
      4. Controls and Procedures
                27Item
      5. Other
                27PART
      II. OTHER INFORMATION
                27Item
      1. Legal Proceedings
                27Item
      1A. Risk Factors
                27Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                28Item
      3. Defaults upon Senior Securities
                28Item
      4. RESERVED
                28Item
      5. Other Information
                28Item
      6. Exhibits
                28SIGNATURES
                29
  2
 
 PART
I - FINANCIAL INFORMATION
 Item
1.   Financial Statements
 BEYOND
COMMERCE, INC.
 CONDENSED
CONSOLIDATED BALANCE SHEET
 Unaudited
  June
      30, 2010
              
              
              December
      31, 2009ASSETSCurrent
      assets :Cash
              
              $
              1,727
              
              
              $
              7,205Accounts
      receivable (net of allowance for doubtful accounts of $41,206 and $0 at
      June 30, 2010 and December 31, 2009 respectively)
              
              
              66,459
              
              
              
              10,697Prepaid
      loan cost
              
              
              -
              
              
              
              33,681Prepaid
      loan cost - related part
              
              
              -
              
              
              
              37,889Other
      current assets
              
              
              59,542
              
              
              
              518,677Total
      current assets
              
              $
              127,728
              
              
              $
              608,149Property,
      website, and computer equipment
              
              
              1,350,620
              
              
              
              1,051,558Less:
      Accumulated depreciation and amortization
              
              
              (605,383
              )
              
              
              (517,571
              )Property,
      website, and computer equipment - Net
              
              $
              745,237
              
              
              $
              533,987Other
      Assets
              
              $
              29,636
              
              
              $
              62,204Investment
      in Related Parties
              
              
              2,970,555
              
              
              
              -Total
      Other Assets
              
              $
              3,000,191
              
              
              $
              62,204Total
      Assets
              
              $
              3,873,156
              
              
              $
              1,204,340LIABILITIES AND
      STOCKHOLDERS' DEFICITCurrent
      liabilities:Short
      term borrowings
              
              $
              3,250,000
              
              
              $
              3,400,000Short
      term borrowings - related party
              
              
              2,956,655
              
              
              
              2,180,533Accounts
      payable
              
              
              2,376,452
              
              
              
              2,251,951Accounts
      payable - related party
              
              
              6,242
              
              
              
              26,396Note
      derivative liability
              
              
              1,772,991
              
              
              
              180,632Note
      derivative liability - related party
              
              
              4,137,344
              
              
              
              2,425,473Other
      current liabilities
              
              
              2,551,274
              
              
              
              2,207,830Other
      current liabilities - related party
              
              
              384,918
              
              
              
              251,386Deferred
      Revenue
              
              
              -
              
              
              
              756,262Total
      current liabilities
              
              $
              17,435,876
              
              
              $
              13,680,463Commitments
      and contingenciesStockholders'
      Deficit :Common
      stock, $0.001 par value, 200,000,000 shares authorized as of June 30, 2010
      and December 31, 2009, 73,914,312 and 58,793,311  issued and
      outstanding at June30, 2010 and December 31, 2009,
      respectively
              
              $
              73,914
              
              
              $
              58,793Preferred
      stock,$.001 par value of 50,000,000 shares authorized and no shares
      issued
              
              
              -
              
              
              
              -Additional
      paid in capital
              
              
              19,330,758
              
              
              
              17,744,799Accumulated
      deficit
              
              
              (32,967,392
              )
              
              
              (30,279,715
              )Total
      stockholders' deficit
              
              $
              (13,562,720
              )
              
              $
              (12,476,123
              )Total
      Liabilities and Stockholders' Deficit
              
              $
              3,873,156
              
              
              $
              1,204,340
  The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements
 
 3
  BEYOND
COMMERCE, INC.
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 For
the three month period ended June 30,
 Unaudited
  2010
              
              
              2009Revenues
              
              $
              159,909
              
              
              $
              141,984Operating
      expensesCost
      of products sold, net
              
              $
              68,506
              
              
              $
              5,970Selling
      general & administrative
              
              
              419,285
              
              
              
              1,687,151Selling
      general & administrative - Related party
              
              
              3,056,764
              
              
              
              6,930Professional
      fees
              
              
              711,323
              
              
              
              521,850Professional
      fees - Related party
              
              
              -
              
              
              
              77,740Depreciation
      and amortization
              
              
              59,863
              
              
              
              48,570Loss
      on disposition of assets
              
              
              33,702
              
              
              
              -Total
      cost and operating expenses
              
              $
              4,349,443
              
              
              $
              2,348,211Income(Loss)
      from operations
              
              
              (4,189,534
              )
              
              
              (2,206,227
              )Non-operating
      income (expense)Interest
      expense
              
              
              (132,530
              )
              
              
              (3,102,193
              )Interest
      expense - Related party
              
              
              (175,612
              )
              
              
              -Gainon
      deconsolidation of subsidiary
              
              
              6,687,530
              
              
              
              -Income/(expense)
      related to derivative
              
              
              (3,637,482
              )
              
              
              2,231,694Total
      non-operating Income (expense)
              
              $
              2,741,906
              
              
              $
              (870,499
              )Loss
      from continuing operations before income taxes
              
              
              (1,447,628
              )
              
              
              (3,076,726
              )Gain
      (Loss) from discontinued operations net of income taxes
              
              
              32,749
              
              
              
              (2,840,246
              )Provisions
      for income tax
              
              
              -
              
              
              
              -(Loss)
      before equity income (Loss) of Investee
              
              $
              (1,414,879
              )
              
              $
              (5,916,972
              )Loss
      from equity method of investee
              
              
              (112,980
              )
              
              
              -Net
      income (loss)
              
              $
              (1,527,859
              )
              
              $
              (5,916,972
              )Net
      income (loss) per common share - basic and diluted
              
              $
              (0.02
              )
              
              $
              (0.13
              )Net
      income (loss) per common share-basic and diluted-continuing
      operations
              
              $
              (0.02
              )
              
              $
              (0.07
              )Net
      income (loss) per common share-basic and diluted-discontinued
      operations
              
              $
              0.00
              
              
              $
              (0.06
              )Weighted
      average number of common shares outstanding
              
              
              66,110,347
              
              
              
              43,837,041
  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 six month period ended June 30,
 Unaudited
  2010
              
              
              2009Revenues
              
              $
              550,900
              
              
              $
              168,972Operating
      expensesCost
      of products sold, net
              
              $
              193,950
              
              
              $
              20,495Selling
      general & administrative
              
              
              1,030,355
              
              
              
              2,916,367Selling
      general & administrative - related party
              
              
              3,212,189
              
              
              
              30,338Professional
      fees
              
              
              796,124
              
              
              
              682,490Professional
      fees - Related party
              
              
              -
              
              
              
              155,640Depreciation
      and amortization
              
              
              120,640
              
              
              
              96,568Loss
      on disposition of assets
              
              
              33,702
              
              
              
              -Total
      cost and operating expenses
              
              $
              5,386,960
              
              
              $
              3,901,898Loss
      from operations
              
              
              (4,836,060
              )
              
              
              (3,732,926
              )Non-operating
      income (expense)Interest
      expense
              
              
              (241,192
              )
              
              
              (4,520,489
              )Interest
      expense - Related party
              
              
              (950,902
              )
              
              
              -(Gain)
      on deconsolidation of subsidiary
              
              
              6,687,530
              
              
              
              -Income/(expense)
      related to derivative
              
              
              (3,304,230
              )
              
              
              3,998,034Total
      non-operating Income (expense)
              
              $
              2,191,206
              
              
              $
              (522,455
              )Gain
      (loss) from continuing operations before income taxes
              
              
              (2,644,854
              )
              
              
              (4,255,381
              )Gain
      (loss) from discontinued operations net of income taxes
              
              
              70,158
              
              
              
              (4,324,180
              )Provisions
      for income tax
              
              
              -
              
              
              
              -(Loss)
      before equity income (loss) of Investee
              
              $
              (2,574,696
              )
              
              $
              (8,579,561
              )Loss
      from equity method of investee
              
              
              (112,981
              )
              
              
              -Net
      income (loss)
              
              $
              (2,687,677
              )
              
              $
              (8,579,561
              )Net
      income (loss) per common share - basic and diluted
              
              $
              (0.04
              )
              
              $
              (0.20
              )Net
      income (loss) per common share-basic and diluted-continuing
      operations
              
              $
              (0.04
              )
              
              $
              (0.10
              )Net
      income (loss) per common share-basic and diluted-discontinued
      operations
              
              $
              0.00
              
              
              $
              (0.10
              )Weighted
      average number of common shares outstanding
              
              
              63,230,730
              
              
              
              42,522,800
  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 six month period ended June 30,
 Unaudited
  2010
              
              
              2009Net
      cash used in operating activities
              
              $
              (22,974
              )
              
              $
              (1,530,768
              )Cash
      flows from investing activities:Cash
      paid to purchase property and equipment
              
              
              (44,785
              )
              
              
              (11,333
              )Net
      cash used in investing activities
              
              $
              (44,785
              )
              
              $
              (11,333
              )Cash
      flows from financing activities:Issuance
      of stock - net of offering costs
              
              
              -
              
              
              
              20,000Cash
      received from short term borrowings
              
              
              25,000
              
              
              
              4,788,000Payment
      on short term borrowings
              
              
              
              
              
              
              (768,500
              )Cash
      paid for debt financing fees
              
              
              
              
              
              
              (430,000
              )Net
      cash provided by financing activities
              
              $
              25,000
              
              
              $
              3,609,500Discontinued
      Activates:Net
      cash used in operating activities
              
              $
              37,281
              
              
              $
              (1,872,717
              )Net
      cash used in investing activities
              
              
              -
              
              
              
              (109,596
              )Net
      cash provided by (used in) discontinued operations
              
              
              37,281
              
              
              
              (1,982,313
              )Net
      decrease in cash & cash equivalents
              
              
              (5,478
              )
              
              
              85,086Cash
      & cash equivalents, beginning balance
              
              
              7,205
              
              
              
              100,086Cash
      & cash equivalents, ending balance
              
              $
              1,727
              
              
              $
              185,172
  The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements
 
 6
  BEYOND
COMMERCE, INC.
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 (Unaudited)
 
 NOTE
1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
  Beyond
Commerce, Inc., formerly known as BOOMj, Inc. (the “Company”, and “we”), is a
multi-faceted business serving
as a media hub for high traffic web properties, and owns and operates
synergistic technology, in Ad Networking, and E-Commerce.  Our initial
business was BOOMj.com, Inc. a niche portal and social networking site for Baby
Boomers and Generation Jones. This migrated into our E-Commerce platform known
as  i-SUPPLY, an online storefront that offered easy to use, fully
customizable E-commerce services, and revenue solutions for any third party Web
site large or small, and hosted  local ads, providing extensive reach
for our proprietary advertising partner network platform.
 
 During
the third quarter of 2009 the Company formed another subsidiary, KaChing
KaChing, Inc., a Nevada corporation.  Kaching Kaching has an
E-commerce platform that provides a complete turn-key E-commerce solution to
third party store owners. Individual KaChing KaChing on line store owners have
the ability to create, manage and earn money from product sales generated from
their individual Web stores. On April 22, 2010, KaChing merged with Duke Mining
Company, Inc. to become a new public company.  As a result of the
merger transaction, Kaching Kaching no longer was a wholly owned subsidiary, and
our interest in outstanding capital stock of Kaching Kaching, Inc. was reduced
to 20.8%.  Although we still own 20.8% of KaChing’s outstanding stock,
our future operating results will include only our proportionate share of the
results of operations or financial results of KaChing KaChing.
 
 Until
October 2009, we owned another
subsidiary,  LocalAdLink,  which operated a website, a local
search directory and advertising network that brings local advertising to
geo-targeted consumers.
 
 During
the second quarter 2010 we acquired 100% of the outstanding stock of Adjuice,
Inc. in order to enhance our presence in the Ad Networking business. The Adjuice
network distributes leads to over 350 retail clients along seven major
verticals, all offering top payouts. Adjuice owns and manages over 120 sites,
all optimized for brand recognition and conversion
performance.  Adjuice has a solid infrastructure for selling its own
products, targeting  advertisers and publishers and their related
downstream partners with Adjuice’ s tailored lead generation
programs.
  History
of the Company
 
 The
Company, formerly known as Reel Estate Services, Inc. (“RES”), was incorporated
in Nevada on January 12, 2006.  As of December 28, 2007, RES was a
public shell company, defined by the Securities and Exchange Commission as an
inactive, publicly quoted company with nominal assets and liabilities.
Subsequent to the Merger, RES changed its name to Boomj, Inc.
 
 In
December 2008, the Company changed its name once again from BOOMj, Inc. to
Beyond Commerce, Inc. to more accurately reflect the new structure of the
Company consisting at that point in time of two operating divisions: BOOMj.com
dba i-SUPPLY and until its assets were sold, LocalAdLink, Inc. (see Note
14).
 
 The
condensed consolidated financial statements and the notes thereto for the
periods ended June 30, 2010 and 2009 included herein have been prepared by
management and are unaudited. Such condensed financial statements reflect, in
the opinion of management, all adjustments necessary to present fairly the
financial position and results of operations as of and for the periods indicated
and in order to make the financial statements not misleading. All such
adjustments are of a normal recurring nature except for those pertaining to the
divestiture described in Note 15 and related to the derivatives in Note 7 and 8.
These interim results are not necessarily indicative of the results for any
subsequent period or for the fiscal year ending December 31, 2010.
 
 Certain
information and footnote disclosures normally included in the financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission (the
“SEC”).  These consolidated financial statements should be read in
conjunction with the audited financial statements and the notes thereto for the
fiscal year ended December 31, 2009 in the Form 10-K, filed with the SEC on
April 21, 2010.
  7
  The
Company currently maintains its corporate office in Henderson,
Nevada.
 
 NOTE
2 - SELECTED ACCOUNTING POLICIES
 
 Investments
Accounted for Under the Equity Method
 
 Under the
equity method of accounting, we record our original investment at cost and
periodically adjust it for the Company’s proportionate share of the investees’
net income or loss which is included in the line item “Loss from equity method
investee” in the consolidated statements of operations. Any excess of the
carrying value of the investment over the underlying net equity of the investee
is evaluated each reporting period for impairment.
 
 Reclassifications:  Certain
comparative amounts from prior periods have been reclassified to conform to the
current year's presentation. These changes did not affect previously reported
net loss.
 
 Fair
Value of Financial Instruments
  The
carrying value of the current assets and liabilities approximate fair value due
to their relatively short maturities except for certain of the short-term
borrowings which are net of $0 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 June 30, 2010 and December 31, 2009 the Company had
outstanding derivative liabilities, including those from related parties of
$5,910,335 and $2,606,105
 
 Revenue
Recognition – Kaching Kaching, Inc.
  Kaching
Kaching, Inc. generates its revenue from store licenses sold on its internet
website.   Revenue for this subsidiary is recorded pursuant to
FASB Topic 605 Revenue Recognition, when persuasive evidence of arrangement
exists, delivery of services has occurred, the fee is fixed or determinable and
collectability is reasonably assured.
  8
  NOTE
3 - GOING CONCERN
 
 The
Company's financial statements are prepared using generally accepted accounting
principles, which contemplate the realization of assets and liquidation of
liabilities in the normal course of business. During the three and six months
ended June 30, 2010, the Company generated a consolidated net loss of $1,527,859
and $2,687,676 respectively.  As of June 30, 2010, there is an
accumulated deficit of $32,967,392 and a working capital deficiency of
$17,308,147. The Company will need to raise additional capital and/or obtain
financing in order to continue its operations. In addition, certain secured
promissory notes matured on January 31, 2010 and we were unable to pay our
secured convertible promissory note holders the amounts due to
them.  Under the terms of the notes, the holders may at any time elect
to declare a default and foreclose on essentially all of our
assets.  In addition, promissory notes that we issued to OmniReliant
also contain cross default provisions, such that those notes are also in default
due to the default on the secured convertible promissory notes.  The
total principal amount outstanding on these notes as of June 30, 2010 was
$1,623,322.  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 attempting to raise capital from
additional debt and equity financing. Due to its limited revenues, the Company’s
ability to continue as a going concern is dependent upon raising additional
funds through debt and equity financing and generating revenue. There are no
assurances the Company will receive the necessary funding or generate revenue
necessary to fund operations. If we are unable to obtain additional funds, or if
the funds cannot be obtained on terms favorable to us, we will be required to
delay, scale back or eliminate our plans to continue to develop and expand our
operations or in the extreme situation, cease operations
altogether.
 
 NOTE
4 - PROPERTY, WEBSITE AND COMPUTER EQUIPMENT
  Property
and equipment at June 30, 2010 and December 31, 2009 consisted of the
following:
  2010
              
              
              2009Office
      and computer equipment
              
              $
              166,054
              
              
              $
              275,122Website
              
              
              1,184,566
              
              
              
              776,436Total
      property, website and computer equipment
              
              
              1,350,620
              
              
              
              1,051,558Less:
      accumulated depreciation
              
              
              (605,383
              )
              
              
              (517,571
              )Total
      property, website and computer equipment
              
              $
              745,237
              
              
              $
              533,987
 
 NOTE
5 - OTHER ASSETS
 
 Other
current assets at June 30, 2010 and December 31, 2009 consisted of the
following:
  2010
              
              
              2009Prepaid
      commissions
              
              $
              26,126
              
              
              $
              294,872Credit
      Card processor retentions
              
              
              27,839
              
              
              
              132,606Other
              
              
              5,577
              
              
              
              91,199Total
              
              $
              59,542
              
              
              $
              518,677Other
      assets at June 30, 2010 and December 31, 2009 consisted of the
      following:2010
              
              
              2009Rent
      Deposits
              
              $
              25,985
              
              
              $
              31,763Credit
      Card Reserve
              
              
              431
              
              
              
              20,084Vendor
      Deposit
              
              
              3,220
              
              
              
              10,357TOTAL
              
              $
              29,636
              
              
              $
              62,204
 
 9
 
 NOTE
6 - OTHER CURRENT LIABILITIES
 
 Other
current liabilities at June 30, 2010 and December 31, 2009 consisted of the
following:
  2010
              
              
              2009Accrued
      interest
              
              $
              797,136
              
              
              $
              508,554Accrued
      interest - related party
              
              
              186,919
              
              
              
              180,720Accrued
      commission
              
              
              2,436
              
              
              
              7,272Accrued
      payroll and related expenses
              
              
              554,595
              
              
              
              523,240Accrued
      payroll and related expenses – related party
              
              
              70,173
              
              
              
              -Payroll
      tax liability
              
              
              1,021,945
              
              
              
              1,018,325Credit
      Cards
              
              
              86,980
              
              
              
              121,719Other
              
              
              88,182
              
              
              
              150,442Other-
      related party
              
              
              127,826
              
              
              
              70,666Total
      other current liabilities
              
              $
              2,936,192
              
              
              $
              2,580,938NOTE
      7 - SHORT TERM BORROWINGS6/30/2010
              
              
              12/31/2009Note
      payable to Carole Harder bearing an annual interest rate of 12%,
      unsecured, due 1/31/10*
              
              $
              190,000
              
              
              $
              190,000Convertible
      Promissory Notes, bearing an annual interest rate of 12%, secured, due
      1/31/10*
              
              
              2,060,000
              
              
              
              2,210,000Convertible
      Promissory Notes, bearing an annual interest rate of 18%, secured, due
      5/16/10
              
              
              1,333,333
              
              
              
              1,333,333Convertible
      Promissory Notes due 10/15/2010 **
              
              
              141,663
              
              
              
              141,663Convertible
      Promissory Notes due 10/15/2010 **
              
              
              291,665
              
              
              
              291,665Convertible
      Promissory Notes due 10/15/2010 **
              
              
              116,666
              
              
              
              116,666Convertible
      Promissory Notes due 10/15/2010 **
              
              
              373,332
              
              
              
              373,332Convertible
      Promissory Notes due 10/15/2010 **
              
              
              699,996
              
              
              
              699,996Sundry
      Bridge Notes, bearing an annual interest rate 12%, unsecured, due -
      1/31/2010*
              
              
              1,000,000
              
              
              
              1,000,000-
              
              
              
              -Total
      principal
              
              $
              6,206,655
              
              
              $
              6,356,655Less:
      unamortized debt discount
              
              
              -
              
              
              
              (776,122
              )Net
      balance
              
              $
              6,206,655
              
              
              $
              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 July29, 2010 through
October 15, 2010 are also in default under cross-default provisions contained in
those agreements.
  10
  In
February 2010, Kaching  received $25,000 from an accredited investor
as a short-term advance in a bridge transaction, subject to consummation of the
merger between Duke Mining and Kaching (see Note 16).  The advance,
upon successful completion of the merger, was converted into 236,667 shares of
the post merger Kaching common stock.
 
 In the
second quarter of 2010, three of our note holders converted principal and
interest of their convertible promissory notes into shares of the Company common
stock at a conversion rate of $0.10 per share.  Total principal
converted was $150,000, which was converted into 1,500,000 shares of the Company
common stock.  Total accrued interest was $42,100 and was converted
into 420,979 shares of the Company common stock.
  NOTE
8 - COMMON STOCK, WARRANTS AND PAID IN CAPITAL
 
 Common
Stock
 
 As of
June 30, 2010 our authorized capital stock consisted of 200,000,000 shares of
common stock, par value $.001 per share of which we had 73,914,312 issued and
outstanding shares of common stock. The Company issued 15,121,001shares of
common stock during the six month period ended June 30, 2010.
 
 Holders
of common stock are entitled to one vote per share on all matters submitted to a
vote of the stockholders, including the election of directors. Except as
otherwise required by law, the holders of our common stock possess all voting
power. Generally, all matters to be voted on by stockholders must be approved by
a majority (or, in the case of election of directors, by a plurality) of the
votes entitled to be cast by all shares of our common stock that are present in
person or represented by proxy.  A vote by the holders of a majority
of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our Articles of
Incorporation. Our Articles of Incorporation do not provide for cumulative
voting in the election of directors.
 
 Holders
of our common stock have no pre-emptive rights, no conversion rights and there
are no redemption provisions applicable to our common stock.
 
 On
February 18, 2010, the Company issued 700,000 shares of the Company’s
unrestricted common stock valued at $21,000 for professional services
received.
 
 On April
27, 2010 the Company issued 6,000,000 shares of the Company's unrestricted
common stock valued at $ 480,000 for consulting and investment banking services
in connection with various merger and acquisition strategies
 
 On April
29, 2010 the Company issued 637,167 shares of unrestricted shares of common
stock to an investor for conversion of $50,000 note payable and accrued
interest.
 
 On May
19, 2010 the Company issued 6,000,000 shares of unrestricted shares of common
stock to the stockholders and debt holders of Adjuice, Inc. which the Company
acquired.
 
 On May
19, 2010 the Company issued 500,000 shares of common stock to an officer of the
Company as payment of accrued wages.
 
 On May
27, 2010 the Company issued 642,167 shares of unrestricted shares of common
stock to an investor for conversion of $50,000 note payable and accrued
interest.
 
 On June
7, 2010 the Company issued 641,667 shares of unrestricted shares of common stock
to an investor for conversion of $50,000 note payable and accrued
interest.
  11
  Warrants
  The
following is a summary of the Company’s outstanding common stock purchase
warrants:
 
 Exercise
      Price
              
              
              Outstanding
                December
      31st, 2009
              
              
              Issued
      in 2010
              
              
              Transferred/
      Exercised
              
              
              
              Outstanding
                June
      30, 2010$
              0.01
              
              
              
              113,520
              
              
              
              
              
              
              
              
              (1)
              
              
              113,520$
              0.10
              
              
              
              109,008,215
              
              
              
              
              
              
              
              55,000
              
              
              
              
              109,063,215$
              0.30
              
              
              
              30,300
              
              
              
              
              
              
              
              
              
              
              
              
              30,300$
              0.50
              
              
              
              101,000
              
              
              
              
              
              
              
              
              
              (1)
              
              
              101,000$
              0.70
              
              
              
              1,244,116
              
              
              
              
              
              
              
              (15,000
              )
              
              
              
              1,229,116$
              0.90
              
              
              
              -$
              0.93
              
              
              
              3,127,860
              
              
              
              
              
              
              
              
              
              
              
              
              3,127,860$
              1.00
              
              
              
              2,743,246
              
              
              
              
              
              
              
              (40,000
              )
              
              
              
              2,703,246$
              2.40
              
              
              
              132,310
              
              
              
              
              
              
              
              
              
              (1)
              
              
              132,310116,500,567
              
              
              
              
              
              
              
              
              
              
              
              
              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.
 (2)
              In
      May and June 2010, the Company agreed to amend the strike price of 40,000
      warrants to $0.10 from $1.00 and 15,000 warrants to $0.10 from
      $0.70.
 
 2008
Stock Option Plan
 
 On
September 11, 2008, our Board of Directors adopted Beyond Commerce’s 2008 Equity
Incentive Plan, and on June 12, 2009 the Board amended the plan to increase the
number of shares of common stock that may be issued under the plan from
3,500,000 to 7,000,000.   Effective April 1, 2010, the Board of
Directors further increased the number of shares issuable under the 2008 Equity
Incentive Plan by 10,000,000 to a total of 17,000,000 shares.  On July
24, 2009 the Plan was submitted to, and  approved by our stockholders
at the 2009 Annual Meeting of stockholders.  Under the 2008 Equity
Incentive Plan, we are currently authorized to grant options, restricted stock
and stock appreciation rights to purchase up to 17,000,000 shares of common
stock to our employees, officers, directors, consultants and
advisors.  Awards under the plan may consist of stock options (both
non- qualified options and options intended to qualify as “Incentive Stock
Options” under Section 422 of the Internal Revenue Code of 1986, as amended),
restricted stock awards and stock appreciation rights.
 
 Stock
Options Granted
 
 On
September 11, 2008, the Board of Directors approved the issuance of stock
options as described below in accordance with the 2008 Equity Incentive Plan.
The employee options have a cliff vesting schedule over a three year period that
vest one third after one year of service and then 4.2% per month over the
remaining twenty-four months. Options issued to non-employees for meeting
performance-based goals vest immediately.
  12
  Option
      Group
              
              
              Outstanding
                December
      31, 2009
              
              
              Issued
                Six
      months ended
                June
      30, 2010
              
              
              Terminated/
                Transferred/
      Exercised
              
              
              Outstanding
                June
      30, 2010$
              .10-.49
              
              
              
              468,500
              
              
              
              1,500,000
              
              
              
              (150,500
              )
              
              
              1,818,000$
              .50-.69
              
              
              
              873,274
              
              
              
              -
              
              
              
              (773,274
              )
              
              
              100,000$
              .70-.89
              
              
              
              1,098,602
              
              
              
              -
              
              
              
              (553,602
              )
              
              
              545,000$
              .90-.99
              
              
              
              686,844
              
              
              
              -
              
              
              
              (661,844
              )
              
              
              25,000$
              1.00-1.25
              
              
              
              770,694
              
              
              
              -
              
              
              
              (365,694
              )
              
              
              405,000$
              1.26-1.70
              
              
              
              219,637
              
              
              
              -
              
              
              
              (209,637
              )
              
              
              10,0004,117,551
              
              
              
              1,500,000
              
              
              
              (2,714,551
              )
              
              
              2,903,000
 
 The
estimated fair value of the aforementioned options was calculated using the
Black-Scholes model.  The Company recorded a share-based compensation
expense of $155,740 and $685,661 for the three months ended June 30, 2010 and
2009, respectively.  The Company recorded a share-based compensation
expense of $216,467 and $1,504,476 for the six months ended June 30, 2010 and
2009, respectively.
 
 In the
second quarter of 2010, the Company modified two option agreements totaling
500,000 shares of the Company’s common stock to an officer of the
Company.  The modification was to reduce the exercise price of the
options to $0.10 per share.  The Company used a Black Scholes model to
estimate the change in fair value at the time of the
modification.  The modification resulted in an increase in fair value
of approximately $6,000 which is being amortized over the remaining vesting
period of those options.
  In
connection with our purchase of Adjuice, Inc. (see Note 16), we entered into an
employment agreement with the principal stockholder of Adjuice, Inc. in which we
agreed to issue two options (1) for the executive to acquire 1,500,000 shares of
our common stock with a strike price of $0.10 per share, that vests 50% after
completion of 1 year of service and the remaining 50% ratably over the following
12 months and has a term of 5 years and (2) a second option to acquire 75,000
shares of our common stock (with the same terms as the first option except for
the vesting) for each $100,000 in cumulative EBITDA over any 4 consecutive
quarters achieved through the executives efforts using the current resources of
Adjuice, Inc.  The Company used a Black Scholes model to value the
first option with a total value of approximately $130,000.  The
Company has determined that under a probability weighted evaluation that the
value of the second option is clearly immaterial and no value was recorded at
inception.  Should the likelihood of issuance increase in future
quarters, additional expense will be recorded at that time.  The
second option was not included in the table above.
 
 Convertible
Securities
 
 As of
June 30, 2010, the Company had an aggregate number of shares of common stock
issued as well as instruments convertible or exercisable into common shares that
exceeded the number of the Company’s total authorized common shares by
approximately 45,787,251 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 June 30, 2010 and December 31, 2009 and determined the value to be
approximately $1,053,107 and $950,000, respectively.
  In 2009
the Company issued convertible notes and warrants that contained reset
provisions in regards to the associated conversion and exercise features (see
Note 7).  In accordance with FASB guidance related to the valuation of
convertible notes and warrants with conversion features and/or exercise features
that can reset the conversion and/or exercise price based on future equity
transactions, the Company valued the warrants and conversion feature of the
notes and warrants and bifurcated them from the host contracts as a derivative
by recognizing additional liability for the fair value assigned to those
derivative features.
  13
  The
change in fair value of all derivative liabilities of approximately $3,304,000
for the period ended June 30, 2010 was recognized in the statement of operations
under the expense 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
June 30, 2010 and the date of these financial statements.
 
 The
Company filed suit in the Eighth Judicial District of Nevada on July 7, 2010
against Sichenzia, Ross, Friedman, Ference, LLP;, the Company’s former law firm
and against Darrin Ocasio, an attorney at that firm. The claims alleged include
breach of contract and breach of fiduciary duty while representing the
Company.
 
 Facilities
Lease
 
 The
Company’s offices are currently located in the office space of Kaching Kaching,
Inc.  Since May 2010, Kaching has not charged the Company any rent for
the use of this space.
 
 Total
rent expense incurred by the Company, which includes month to month rental
expenditures was $21,020 and $0 for the three month period ended June 30, 2010
and 2009, respectively and $54,240 and $52,326 for the six months ended June 30,
2010 and 2009 respectively. The Company closed its California office in May of
2009.
 
 Tax
Lien
 
 On
February 17, 2010, the Internal Revenue Service placed a federal tax lien of
$756, 711 and $176,097 on June 14, 2010 against all of the property and rights
to the property of Boomj.com for unpaid federal payroll withholding taxes for
the year ended December 31, 2009.
 
 NOTE
10 – SEGMENT REPORTING
 
 Beyond
Commerce, Inc managed its operations through three business segments:
BOOMj.com  dba i-SUPPLY, KaChing KaChing and Adjuice. Each unit owns
and operates the segments under the respective names.
 
 The Company evaluates performance based
on net operating profit. Administrative functions such as finance, treasury, and
information systems are centralized and although they are not considered
operating segments are presented below for informative purposes. However, where
applicable, portions of the administrative function expenses are allocated
between the operating segments. The operating segments share facilities in
Henderson NV. In the event any supplies and/or services are provided to one
operating segment by the other, the transaction is valued according to the
company’s transfer policy, which approximates market price. The costs of
operating the segments are captured discretely within each segment. The
Company’s leasehold improvements, property, computer equipment, inventory, and
results of operations are captured and reported discretely within each
operatingsegment.
  14
  Summary
financial information for the reportable segments as of the six months ended
June 30 is as follows:
 
 2010
              
              
              2009Operations:
      BoomJ.com dba I-SupplyNet
      Sales
              
              $
              297,158
              
              
              $
              168,972Gross
      Margin
              
              
              283,305
              
              
              
              148,477Depreciation
              
              
              (91,207
              )
              
              
              (96,568
              )Assets
              
              
              298,212
              
              
              
              621,180Capital
      Expenditures
              
              
              44,785
              
              
              
              3,691Net
      Loss
              
              
              (283,984
              )
              
              
              (3,263,526
              )Operations:
      KaChing KaChing (through 4/22/2010)Net
      Sales
              
              $
              205,105
              
              
              $
              -Gross
      Margin
              
              
              65,613
              
              
              
              -Depreciation
              
              
              (17,605
              )
              
              
              -Assets
              
              
              -
              
              
              
              -Capital
      Expenditures
              
              
              -
              
              
              
              -Net
      (Loss) Gain
              
              
              (416,116
              )
              
              
              -Operations:
      Adjuice (commencing May 20,2010)Net
      sales
              
              $
              48,637
              
              
              $
              -Gross
      Margin
              
              
              8,032
              
              
              
              -Depreciation
              
              
              (11,828
              )
              
              
              -Assets
              
              
              577,555
              
              
              
              -Capital
      Expenditures
              
              
              -
              
              
              
              -Net
      (Loss) Gain
              
              
              (160,199
              )
              
              
              -Operations:
      LocalAdLink (Discontinued)Net
      sales
              
              $
              400,335
              
              
              $
              10,487,230Gross
      Margin
              
              
              105,813
              
              
              
              464,342Depreciation
              
              
              -
              
              
              
              (10,206
              )Assets
              
              
              16,300
              
              
              
              2,536,902Capital
      Expenditures
              
              
              -
              
              
              
              109,596Net
      (Loss) Gain
              
              
              70,158
              
              
              
              (4,324,180
              )ConsolidatedConsolidated
      Operations:Net
      sales
              
              $
              550,900
              
              
              $
              168,972Gross
      Margin
              
              
              356,950
              
              
              
              148,477Other
      Operating Expenses
              
              
              (5,072,371
              )
              
              
              (3,784,835
              )Depreciation
              
              
              (120,640
              )
              
              
              (96,568
              )Non-operating
      income (expense)
              
              
              2,078,227
              
              
              
              (522,455
              )Income
      (loss) from discontinued operations
              
              
              70,158
              
              
              
              (4,324,180
              )Net
      Loss
              
              
              (2,687,676
              )
              
              
              (8,579,561
              )Assets
              
              
              3,873,156
              
              
              
              4,840,462Basic
      & Diluted Net Loss Per Share
              
              
              (0.04
              )
              
              
              (0.20
              )Capital
      Expenditures
              
              
              44,785
              
              
              
              120,929
  15
    2010
              
              
              2009Operations:
      BoomJ.com dba I-SupplyNet
      Sales
              
              $
              83,410
              
              
              $
              141,985Gross
      Margin
              
              
              79,985
              
              
              
              136,015Depreciation
              
              
              (44,704
              )
              
              
              (48,570
              )Assets
              
              
              298,212
              
              
              
              621,180Capital
      Expenditures
              
              
              44,785
              
              
              
              3,951Net
      Loss
              
              
              (212,824
              )
              
              
              (1,801,162
              )Operations:
      KaChing KaChing (through 4/22/10)Net
      Sales
              
              $
              27,862
              
              
              $
              -Gross
      Margin
              
              
              3,386
              
              
              
              -Depreciation
              
              
              (3,331
              )
              
              
              -Assets
              
              
              -
              
              
              
              -Capital
      Expenditures
              
              
              -
              
              
              
              -Net
      (Loss) Gain
              
              
              96,849
              
              
              
              -Operations:
      Adjuice (commencing 5/20/10)Net
      sales
              
              $
              48,637
              
              
              $
              -Gross
      Margin
              
              
              8,032
              
              
              
              -Depreciation
              
              
              (11,828
              )
              
              
              -Assets
              
              
              577,555
              
              
              
              -Capital
      Expenditures
              
              
              -
              
              
              
              -Net
      (Loss) Gain
              
              
              (160,199
              )
              
              
              -Operations:
      LocalAdLink (Discontinued)Net
      sales
              
              $
              129,628
              
              
              $
              4,470,049Gross
      Margin
              
              
              49,487
              
              
              
              (440,303
              )Depreciation
              
              
              -
              
              
              
              (6,433
              )Assets
              
              
              16,300
              
              
              
              2,536,902Capital
      Expenditures
              
              
              -
              
              
              
              29,416Net
      (Loss) Gain
              
              
              32,749
              
              
              
              (2,840,246
              )ConsolidatedConsolidated
      Operations:Net
      sales
              
              $
              159,909
              
              
              $
              141,984Gross
      Margin
              
              
              91,403
              
              
              
              136,015Other
      Operating Expenses
              
              
              (4,221,074
              )
              
              
              (2,293,671
              )Depreciation
              
              
              (59,863
              )
              
              
              (48,570
              )Non-operating
      income (expense)
              
              
              2,741,906
              
              
              
              (870,499
              )Income
      (loss) from discontinued operations
              
              
              32,749
              
              
              
              (2,840,246
              )Net
      Loss
              
              
              (1,414,879
              )
              
              
              (5,916,972
              )Assets
              
              
              3,873,156
              
              
              
              1,204,340Basic
      & Diluted Net Loss Per Share
              
              
              (0.02
              )
              
              
              (0.20
              )Capital
      Expenditures
              
              
              44,785
              
              
              
              3,951
 
 16
 
 NOTE
11 – RELATED PARTIES (not described elsewhere)
 
 During
the three and six months ended June 30, 2009, we paid Linlithgow Holdings, a
major stockholder, a total of $77,740 and $255,640, respectively for consulting
services and advertising commissions rendered to us.  There were no
payments during the same periods in 2010.
 
 During
the three month period ended June 30, 2010 and 2009, we paid FA Corp. a total of
$10,010 and $6,930 respectively for various services provided to us by Mr.
Murray Williams.  Mr. Williams is a member of our Board of Directors
and the principal stockholder of FA Corp.   During the six month
period ended June 30, 2010 and 2009, we paid FA Corp. a total of $19,866 and
$30,338 respectively for various services provided to us by Mr. Murray
Williams.
 
 NOTE
12 – NET LOSS PER SHARE OF COMMON STOCK
 
 The
Company follows FASC 260-10 which requires presentation of basic and diluted EPS
on the face of the income statement for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation. In the accompanying financial statements, basic loss per share of
common stock is computed by dividing net loss by the weighted average number of
shares of common stock outstanding during the year.  Basic net loss
per common share is based upon the weighted average number of common shares
outstanding during the period. Dilution is computed by applying the treasury
stock method. Under this method, options and warrants are assumed to be
exercised at the beginning of the period (or at the time of issuance, if later),
and as if funds obtained thereby were used to purchase common stock at the
average market price during the period. However, shares associated with
convertible debt, stock options and stock warrants are not included because the
inclusion would be anti-dilutive (i.e. reduce the net loss per common
share).  The total number of such stock options shares excluded from
the diluted net loss per common share presentation was 171,872,917 and
30,906,562 at June 30, 2010 and 2009, respectively.
 
 Warrants
outstanding exercisable into 116,500,567 shares of the Company’s common stock
vested options exercisable into 505,800 shares of the Company’s common stock and
convertible debt that is convertible into 54,866,550 shares of the Company’s
common stock are not included in the computation of diluted earnings per share
because the effect of these instruments would be anti-dilutive (i.e., reduce the
loss per share) for the three months ended June 30, 2010. The following is a
reconciliation of the numerator and denominator of the basic and diluted
earnings per share computations for the sixmonths ended June 30, 2010 and
2009:
 
 Numerator
                
                Basic
      and diluted net loss per share:
              
              2010
              
              
              2009Net
      loss available to common stock holders
              
              $
              (2,687,676
              )
              
              $
              (8,579,561
              )DenominatorBasic
      and diluted weighted average number of shares outstanding
              
              
              63,230,730
              
              
              
              42,522,800Basic
      and diluted net loss per share
              
              $
              (0.04
              )
              
              $
              (0.20
              )
 
 NOTE
13 - SUPPLEMENTAL DISCLOSURES OF CASH FLOWS (not described
elsewhere)
  The
Company paid $0 interest for the three and six month periods ended June 30,
2010.  For the same periods in 2009, the Company paid $25,276 and
$34,194 respectively for interest.  The Company did not make any
payments for income tax during the three and six month periods ended March 31,
2010 or 2009.
  17
  NOTE
14 - DISCONTINUED OPERATIONS
 
 On
October 9, 2009, LocalAdLink Inc., a wholly-owned subsidiary of the Company sold
its LocalAdLink Software (the “Software”) and all of their assets related to the
Software including the rights to the name LocalAdLink, the LocalAdLink
trademark, the  Web
site,   www.LocalAdLink.com  , and a local search
directory and advertising network that brings local advertising to geo-targeted
consumers.  The Company will continue to sell advertising as it had
prior to inception of Local Ad Link, Inc., however on a different scale with a
greater emphasis on business to business sales.
  The
following table summarized the statement of operations for the discontinued
operation of LocalAdLink for the six months ended June 30:
 
 2010
              
              
              2009Sales
              
              $
              400,335
              
              
              $
              10,487,230Cost
      of sales
              
              
              294,522
              
              
              
              10,022,888Gross Profit
      (Loss)
              
              
              105,813
              
              
              
              464,342Operating
      expense
              
              
              (29,490
              )
              
              
              (4,788,500
              )Operating
      expense - Related Party
              
              
              -
              
              
              
              -Non-Operating
      Expenses
              
              
              (6,165
              )
              
              
              (22
              )Gain
      (Loss) from discontinued operations
              
              $
              70,158
              
              
              $
              (4,324,180
              )
 
 The
following table summarized the statement of operations for the discontinued
operation for the three months ended June 30:
 
 2010
              
              
              2009Sales
              
              $
              129,629
              
              
              $
              4,470,049Cost
      of sales
              
              
              85,142
              
              
              
              5,112,536Gross Profit
      (Loss)
              
              
              44,487
              
              
              
              (642,487
              )Operating
      expense
              
              
              (8,688
              )
              
              
              (2,197,737
              )Operating expense - Related
      Party
              
              
              -
              
              
              
              -Non-Operating
      Expenses
              
              
              (3,050
              )
              
              
              (22
              )Gain (Loss) from discontinued
      operations
              
              $
              32,749
              
              
              $
              (2,840,246
              )
  NOTE
15 - DIVESTITURE OF KACHING KACHING:
  On April
9, 2010 , Duke Mining Company, Inc., a Delaware corporation (“Duke Delaware”),
entered into an Agreement and Plan of Merger (the “Reorganization Agreement”),
with KaChing KaChing, Inc., a Nevada corporation (“KaChing Nevada”), which
provided that KaChing Nevada would merge with and into Duke Delaware (the
“Merger”), with Duke Delaware being the surviving corporation and changing its
name to “Kaching Kaching, Inc.” (“KaChing,”).  The Merger was
effective on April 22, 2010, when a certificate of merger was filed in the State
of Delaware and an articles of merger was filed in the State of Nevada. In
connection with the Merger, the Company received shares in the new entity
representing 20.8% of the post –Merger outstanding stock.  Prior to
the merger with Duke Mining Company, Inc., this Company transferred 4,900,000
shares of the 10,000,000 shares it owned to a related party, for technical
services rendered and recorded a related expense of $3,056,764
accordingly.  The Condensed Consolidated Statement of Operations
includes Kaching's operation activity through the date of the merger as outlined
in the segment reporting.  The Company has reported its pro rata share
of Kaching's net loss for the post merger period on the Condensed
Consolidated  Statement of Operations in the Non-operating Income
(expense) section.
  18
  With the
share payment and the divestiture of a portion of our ownership in KaChing
KaChing we no longer have a majority ownership of KaChing KaChing but we do have
common management with certain officers and directors.  We are now
accounting for our remaining investment in KaChing KaChing under the equity
method of accounting and will no longer be consolidating KaChing KaChing
financial statements in our own.  When we deconsolidated KaChing
KaChing we recognized a gain of $6,679,758.
 
 At the
time of the Reorganization Agreement, KaChing KaChing raised approximately $1
million from outside parties through the issuance of secured convertible
promissory notes with a conversion price of $0.62 per share.  In
addition, at the time of the Reorganization Agreement and for a significant
period thereafter including through June 30, 2010, there was no active market in
the stock of KaChing KaChing.  We used the conversion price of the $1
million secured convertible notes as the best evidence of the fair value of the
consideration we received and valued our investment using that
price.  Subsequent to June 30, 2010 the market for KaChing KaChing
began operating, and as of September 13, 2010, the stock of KaChing KaChing had
a closing price on the over-the-counter bulletin board of $5.14 per share (all
share amounts of KaChing KaChing are adjusted to the pre-merger share
counts).
  Summarized
financial information for KaChing KaChing is presented below:
  At June
30, 2010, the summarized assets and liabilities of KaChing KaChing were as
follows:
 
 Current
      assets
              
              $
              146,232Property
      and equipment, net
              
              
              266,832Other
      assets
              
              
              37,148Total
      Assets
              
              $
              450,212Current
      liabilities
              
              $
              290,080Long-term
      debt
              
              
              307,094Derivative
      liabilities
              
              
              955,135Total
      Liabilities
              
              $
              1,552,309
 
 Our
proportionate share of the net liabilities of KaChing KaChing as of June 30,
2010 was approximately $229,000.
  At June
30, 2010, the summarized operations of KaChing KaChing for the three months
ended June 30, 2010 were as follows:
 
 Revenues
              
              $
              100,667Operating
      expenses
              
              
              700,518Loss
      from operations
              
              $
              (599,851
              )Non-operating
      expenses
              
              
              59,341Net
      loss
              
              $
              (659,192
              )
 
 NOTE
16 - ACQUISITION OF ADJUICE INC.:
  On May
19, 2010 the Company entered into a Share Exchange Agreement (the "Agreement")
with all of the shareholders of Adjuice, Inc. ("Adjuice"), an online media and
marketing company. Under the Agreement, the Company agreed to issue and exchange
5,100,000 shares of its common stock for all of the issued and outstanding stock
of Adjuice. In addition, the Company also agreed to issue 900,000 shares of its
common stock to two secured lenders of Adjuice to re-pay in full, and terminate
two Adjuice secured loans. The Agreement further contains an earn-out provision
that provides for the issuance of an additional 4,450,000 shares from the
Company's common stock on the first anniversary of the transaction upon the
achievement of certain gross revenue targets by Adjuice, now a subsidiary of the
Company.  No provision has been recorded for the three month period
ended as of June 30, 2010 due to the immateriality of any such provision for
this period.  The Condensed Consolidated Statement of Operations
includes operating activity for Adjuice from the date of the acquisition through
June 30, 2010.
  19
 
 Revenue
reflected in these financial statements specific to Adjuice since the May 19,
2010 acquisition was $48,637.
  Preliminary
purchase price allocation
  The
Company is in the process of assessing the fair value of assets acquired and the
liabilities assumed. The preliminary allocation of the purchase price as
reflected herein is based on the best information available to management at the
time that these financial statements were filed and is provisional pending,
among other things, the finalization of the valuation of selected items. During
the measurement period (which is not to exceed one year from the acquisition
date), the Company is required to recognize additional assets or liabilities if
new information is obtained about facts and circumstances that existed as of the
acquisition date that, if known, would have resulted in the recognition of those
assets or liabilities as of that date. The Company may adjust the preliminary
purchase price allocation after obtaining additional information regarding,
among other things, asset valuations, liabilities assumed and revisions of
previous estimates.
 
 The
following table summarizes the preliminary allocation of the acquisition
purchase price based on the estimated fair value of the acquired assets and
assumed liabilities:
 
 Accounts
      receivable
              
              $
              77,347Other
      current Assets
              
              
              3,353Website
              
              
              500,000Other
      assets
              
              
              3,527Assets
      acquired
              
              
              584,227Accounts
      payable and othercurrent
      liabilities
              
              
              93,500Loans
              
              
              63,000Liabilities
      assumed
              
              
              156,500Net
      assets acquired
              
              $
              427,727Fair
      value of consideration given
              
              $
              420,000Gain
      recorded
              
              $
              7,727
 
 The final
allocation of the purchase price will be determined at a later date and is
dependent on a number of factors, including the final valuation of our tangible
and identifiable intangible assets acquired and liabilities assumed on the
closing date of the acquisition. Adjustments resulting from the final allocation
of purchase price may be material.
 
 The
Company incurred approximately $10,673 of acquisition related expenses, which
were included in professional fees expense in the Company’s statement of
operations.
 
 The
following unaudited pro forma financial information summarizes the results of
operations for the periods indicated as if the acquisition had been completed as
of January 1 of the respective period.
  These pro
forma amounts do not purport to be indicative of the results that would have
actually been obtained if the acquisition occurred as of January 1 of each year
or that may be obtained in the future
 
 20
  Proforma
      information for the three month period ended June 30:2010
                
                
                2009Sales
                
                $
                241,591
                
                
                $
                315,231Cost
      of sales
                
                
                87,897
                
                
                
                143,680Gross
      Profit (Loss)
                
                
                153,694
                
                
                
                171,551Operating
      expense
                
                
                (1,315,190
                )
                
                
                (2,357,984
                )Operating
      expense - Related Party
                
                
                (3,056,764
                )
                
                
                (84,670
                )Non
      Operating (Income)/Expenses
                
                
                (2,741,906
                )
                
                
                870,459Net
      Income/ (Loss)
                
                $
                (1,476,355
                )
                
                $
                (3,141,562
                )Proforma
      information for the six month period ended June 30:Sales
                
                $
                995,422
                
                
                $
                177,299Cost
      of sales
                
                
                524,901
                
                
                
                202,783Gross
      Profit (Loss)
                
                
                470,521
                
                
                
                (25,484
                )Operating
      expense
                
                
                (2,262,093
                )
                
                
                (3,980,312
                )Operating
      expense - Related Party
                
                
                (3,212,189
                )
                
                
                (30,338
                )Non
      Operating (Income)/Expenses
                
                
                (2,191,207
                )
                
                
                522,415Net
      Income/ (Loss)
                
                $
                (2,812,555
                )
                
                $
                (4,558,549
                )
  NOTE
17 - SUBSEQUENT EVENTS
 
 The
Company has evaluated subsequent events through August 18, 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:
 
 On July
7, 2010 the Company filed suit in the Eighth Judicial District of Nevada against
Sichenzia, Ross, Friedman, Ference, LLP;, the Company’s prior law firm and
against Darrin Ocasio, a lawyer at that firm. The claims alleged include breach
of contract and breach of fiduciary duty while representing the
Company.
 
 On July
15, 2010 the Company issued 1,290,667 shares of restricted shares of common
stock to an investor for conversion of $100,000 note payable and accrued
interest.
 
 On July
23, 2010, we issued 1,000,000 shares of unrestricted common stock pursuant to
our S-1 registration statement which was effective as of 2/18/10 to an
accredited investor in exchange for cash proceeds of $100,000.
 
 On July
23, 2010, we entered into a non-exclusive consulting arrangement with Harborview
Capital Management in exchange for 3,000,000 shares of Unrestricted common stock
pursuant to our S-8 registration statement which was filed 4/23/10.
 
 On July
31, 2010 the Company issued 4,280,000 shares of restricted shares of common
stock to an investor for conversion of $800,000 note payable and accrued
interest.
 
 On August
26, 2010, the Company executed a convertible promissory note (the “Note”) in the
principal amount of $150,000 payable Harborview Master Fund, LP
(Harborview).  Pursuant to the Note, the Company promises to pay to
Harborview $150,000 in cash on February 26, 2011. The Note is convertible at any
time at a conversion price of the lesser of $0.10 per share or 60% of the lowest
trade price within the 20 day period prior to the conversion
notice.  The Note bears an initial interest rate of 10% until
maturity. After the maturity date, the default rate of interest becomes 18% per
month. Further, as part of the consideration provided to the Holder for the
Note, the Holder also received a warrant for the purchase of up to 1,500,000
shares of the Company’s common stock at an exercise price of $0.10 per
share.
 
 21
 
 Liquidity
and Capital Resources
 
 As of
June 30, 2010, we had a working capital deficit of
$17,308,148.   Our current level of operations does not generate
sufficient cash to fund our working capital needs.  Accordingly, we
will have to raise capital to fund our short-term working capital
needs.  No assurance can be made that we will have access to the
capital markets in future, or that financing will be available on acceptable
terms to satisfy our future and on-going cash requirements that we need to
implement its business strategies. Our inability to access the capital markets
or obtain acceptable financing could have a material adverse affect on its
results of operations and financial condition, and could severely threaten our
ability to continue as a going concern.
 
 If we are
unable to obtain additional funds through debt or equity financing or if funds
cannot be obtained on terms favorable to us, we will be required to delay,
further scale back or eliminate our plans to develop and expand operations or in
the extreme situation, cease operations altogether.
 
 Item
2.  Management's Discussion and Analysis of Financial
Condition
 
 Throughout
this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and “our
company” refer to Beyond Commerce, Inc., a Nevada corporation formerly known as
BOOMj, Inc. and Reel Estate Services, Inc. respectively and, unless otherwise
specified, also includes our wholly-owned subsidiaries, BOOMj.com, Inc., a
Nevada corporation and LocalAdLink, Inc., a Nevada
corporation.   During a part of the fiscal period covered by this
Quarterly Report, KaChing KaChing, Inc., a Nevada corporation we formed in the
third quarter of 2009 and which was merged into a Delaware public
company,  and LocalAdLink, Inc., a Nevada corporation, whose business
we sold to a third party in October, 2009, were wholly owned
subsidiaries.  Accordingly, the operations of LocalAdLink and KaChing
KaChing are included herein during the periods that those subsidiaries were
operating as our subsidiaries.
 
 On April
22, 2010, our then subsidiary KaChing KaChing, Inc. was merged into a Delaware
public company (formerly known as “Duke Mining Company, Inc.” and now also known
as “KaChing KaChing, Inc.”), of  which we currently only own 20.8% of
the outstanding stock.  Accordingly, references to”us,” “this
company,” “ our company,” and other similar statements regarding our future
business and operations will not include KaChing KaChing.
 
 Cautionary
Statement Regarding Forward-Looking Statements
 
 This
Quarterly Report contains forward-looking statements, which reflect the views of
our management with respect to future events and financial performance. These
forward-looking statements are subject to a number of uncertainties and other
factors that could cause actual results to differ materially from such
statements. Forward-looking statements are identified by words such as
“anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,”
“targets” and similar expressions. Readers are cautioned not to place undue
reliance on these forward-looking statements, which are based on the information
available to management at this time and which speak only as of this date. We
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. For a
discussion of some of the factors that may cause actual results to differ
materially from those suggested by the forward-looking statements, please read
carefully the information in the “Risk Factors” section in our Form 10-K for the
year ended December 31, 2009 and the “Risk Factors” section set forth in Item 1A
of Part II of this Report. The identification in this Quarterly Report of
factors that may affect future performance and the accuracy of forward-looking
statements is meant to be illustrative and by no means exhaustive. All
forward-looking statements should be evaluated with the understanding of their
inherent uncertainty.
 
 Overview
 
 This
Company, formerly known as Reel Estate Services Inc. was incorporated in Nevada
as a development stage company on January 12, 2006. We never earned any revenue
from our former Reel Estate Services internet site, and in September 2007 prior
management terminated those operations.
  22
  On
December 28, 2007 Reel Estate Services, Inc. acquired BoomJ.com, Inc. through a
triangular merger (the “Merger”) in which it issued 34,458,067 shares of common
stock to the former shareholders of BoomJ.com, Inc. For financial statement
purposes, our acquisition of Boomj.com, Inc. was treated as a reverse
acquisition as though BoomJ.com, Inc. had acquired us since the prior
shareholders’ of BoomJ.com, Inc. ended up with a majority ownership in our
stock.
 
 During
the fourth quarter of 2009, we started a new company, KaChing KaChing and have
consolidated the operations of this entity into our fiscal 2009 operating
results and the three months ended March 31, 2010.  In November of
2008 we changed our name from Boomj, Inc. to Beyond Commerce, Inc.
 
 In April
2010 we divested a majority of our interest in Kaching Kaching and it merged
into a public shell company.  We received 20.8% interest in the post
merger shares of that company.
 
 The goal
of this company is to generate revenues primarily from E-commerce transactions,
store licenses and website advertising. Throughout 2009, we operated BOOMj,
www.BOOMj.com, the leading niche portal and social networking site for Baby
Boomers and Generation Jones.  Revenues from this website were derived
from advertising sales and E-commerce transactions effected through the on-line
store on that website.  Our LocalAdLink subsidiary operated a website,
www.LocalAdLink.com, and a local search directory and advertising network that
brings local advertising to geo-targeted consumers.  We started to
generate revenues from sales of local advertising through LocalAdLink after that
product was released in October 2008.  On October 9, 2009, LocalAdLink
Inc., a wholly-owned subsidiary of the Company, sold its LocalAdLink Software
(the “Software”) and all of their assets related to the Software including the
rights to the name LocalAdLink, the LocalAdLink trademark, the  Web
site,  www.LocalAdLink.com , and a local search directory and
advertising network that brings local advertising to geo-targeted consumers
..  We will continue to sell advertising as we had prior to inception
of Local Ad Link, Inc., however on a different scale with a greater emphasis on
business to business sales.
 
 Another
revenue source, i-SUPPLY, www.i-SUPPLY.com, is a retail storefront for any third
party Websites that we commercially released in March 2009.  A major
component of our business strategy in 2010 is to maximize revenues from
E-commerce sales made through our BOOMj Store.  In order to be able to
offer and sell products through that website, we needed to obtain credit from
the vendors of the products offered on the website.   Because of
our weak financial condition in 2009, we did not receive the amount of credit
from vendors that we needed and, as a result, we were not able to effectively
operate the BOOMj Store (in fact, the BOOMj Store had limited operations during
the later part of 2009 and the six months ended June 30, 2010 as we closed the
website in order to upgrade its features).
 
 A source
of revenue derived during the first quarter of 2010 was from KaChing KaChing,
our subsidiary that we launched with its website www.kachingkaching.com in
September 2009.  KaChing is a progressive e-commerce company dedicated
to offering of an e-commerce solution that provides individual store owners the
ability to create, manage and earn money from product sales generated from their
individual online web stores. However, on April 22, 2010, KaChing merged with
Duke Mining Company, Inc. to become a new public company.  Although we
still own 20.8% of KaChing’s outstanding stock our future operating results will
not include consolidated operations or financial results of KaChing KaChing but
will include our pro rata share of the net income or loss.
 
 On May
19, 2010 we acquired Adjuice, Inc.  Adjuice, Inc. is an online
advertising network and lead generation company with over 22 million registered
users, 700 affiliates and 350 retail clients in six major industries. Adjuice
currently offer sales leads for debt companies, auto warranty companies, auto
dealers, banks and insurance companies. The unique Adjuice platform provides a
premium service that consistently commands some of the highest rates for leads
sold in their respective industries.
 
 We
reported a consolidated net loss from continuing operations of $1,447,628 for
the three months ended June 30, 2010, and a consolidated net loss of $3,076,726
for the three months ended June 30, 2009.
  We sold
our LocalAdLink operations in October 2009 and revenue and expenses related to
LocalAdLink have been segregated into one line item in the statement of
operations titled “Loss from discontinued operations before income
taxes.”
  23
  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 $141,984 to
$159,909 for the three months ended June 30, 2009 and 2010, respectively. For
the six months ended June 30, our sales increased from $168,972 for 2009 to
$550,900 for 2010.  This increase in sales resulted
from  sales from  our KaChing KaChing and Adjuice operations
during the three months ended June 30, 2010. Since we have now disposed of a
majority interest in KaChing, we will no longer recognize any revenues that
KaChing may hereafter generate.  Kaching Kaching generated $27,862 and
$205,105 for the three and six month periods ended June 30, 2010
respectively.  There were no sales for Kaching Kaching for the same
periods in 2009.
 
 As of the
date of June 30, 2010, we own a 20.8% interest in KaChing KaChing, Inc., a
Delaware public company.  KaChing is currently managed by our
officers.  Accordingly, we will continue to have a material financial
interest in the operations and business of KaChing. However the Kaching
operation will no longer be consolidated in our financial
statements.
 
 Throughout
2009 until October 2009, we had $13,049,619 in revenue which was derived from
LocalAdLink operations which is reflected in “Loss from discontinued operations
before income taxes.” Because we sold LocalAdLink we will not generate future
revenues from this entity.
 
 Operating
Expenses
 
 Selling,
general and administrative expenses (SG&A), including related party
expenditures, for the three month period ended June 30, 2010 were $3,476,049 and
for the six month period then ended of $4,242,544. This reflects an increase of
$1,781,968 in SG&A expenses from the $1,694,081 reported for the three month
period ended June 30, 2009 and an increase of $1,295,839 in SG&A expenses
from the $2,946,705 reported for the six month period ended June 30, 2009. The
change in SG&A expenses is attributable to divestiture expenses of
$3,056,764 for services provided by a related party in regards to the KaChing
KaChing, Inc. spin-off (see note 15 of the financial statements included in this
quarterly report) and decreased operating costs and employees for the three
months ended June 30, 2010 as compared to three month period ended June 30,
2009. Included in the SG&A expenses are Kaching Kaching SG&A expenses of
$361,552 and $645,251 for the three and six month periods ended June 30, 2010
respectively.  There were no SG&A expenses for Kaching Kaching for
the same periods in 2009.  This decrease in staff and facility needs
is largely attributable to our reducing costs and a reduction in staff as we
conserved our limited cash resources.   Our SG&A expenses are
expected to gradually increase during the current fiscal year ending December
31, 2010 as we increase our operations and advertising. Professional fees for
the three and six month periods ended June 30, 2010, including related party,
were $711,323 and $796,124, respectively. The largest component of professional
fees consists of consulting, legal and accounting fees. This reflects an
increase of $111,733 in professional fees as compared to $599,590 for the three
month period ended June 30, 2009 and a decrease of $42,006 from $838,130 from
the six months ended June 30,2009. Included in the professional fees and
SG&A are non-cash items of $480,000 and $547,272 for the three and six
months ended June 30, 2010 as compared to $158,688 and $1,137,170 for the three
and six month periods ended June 30, 2009 which non cash items reflect the
issuance of stock in exchange for a variety of consulting services and employee
options granted. Included in professional fees are Kaching Kaching expenses of
$0 and $17,416 for the three and six month periods ended June 30, 2010
respectively.  There were no professional fee expenses for Kaching
Kaching for the same periods in 2009.
 
 Depreciation
and amortization expense for the three and six month periods ended June 30, 2010
were $59,863 and $120,640, respectively. This reflects an increase of $11,113 in
depreciation and amortization expense from the $48,570 reported for the three
month period ended June 30, 2009 and an increase of $24,072 from the $96,568
reported for the six month period ended June 30, 2009.  Included in
depreciation and amortization expense are Kaching Kaching expenses of $3,331 and
$17,605 for the three and six month periods ended June 30, 2010
respectively.  There were no depreciation and amortization expenses
for Kaching Kaching for the same periods in 2009. Interest expense for the three
and six month periods ended June 30, 2010 were $308,142 and $1,192,093,
respectively. This reflects a decrease of $2,794,051 in expense from the
$3,102,193 reported for three month period ended June 30, 2009 and a decrease of
$3,328,396 from the $4,520,489 reported for the six month period ended June 30,
2009.   Interest expense includes the expensing of loan discounts
related to the sundry loans procured by us during the year ended December 31,
2007, fiscal 2008 and fiscal 2009. Interest expense also includes non-cash
expenses related to the value of warrants issued to investors who invested in
our convertible notes and the related debt discounts from beneficial conversion
features or allocating the loan proceeds between the debt and equity issued. Our
decrease in interest expense is due to loan fees and loan discount amortization
being fully expensed during 2009.  The decrease is also attributable
to the conversion of convertible debt to stock during 2009. The loan discount
relates to the sundry loans procured by us during 2007, 2008 and
2009.
  24
  Due to
the divestiture of Kaching Kaching, expenses attributable to it will not be
consolidated in the future.
 
 Liquidity
and Capital Resources
 
 As of
June 30, 2010, we had a working capital deficit of $17,308,147.  Cash
and cash equivalents at June 30, 2010 were $1,727, a decrease of $5,478 from the
balance of $7,205 at December 31, 2009.  Our current level of
operations does not generate sufficient cash to fund our working capital
needs.  Accordingly, we will have to raise capital to fund our
short-term working capital needs.  No assurance can be made that we
will have access to the capital markets in future, or that financing will be
available on acceptable terms to satisfy our future and on-going cash
requirements that we need to implement its business strategies. Our inability to
access the capital markets or obtain acceptable financing could materially and
adversely affect our operations and our viability, and could severely threaten
our ability to continue as a going concern.
 
 As shown
in the accompanying consolidated financial statements, we incurred a loss of
$1,527,859 and $2,687,676 for the three and six month periods ended June 30,
2010. Our current liabilities less debt, deferred revenue and derivatives
exceeded current assets by $5,191,157 at June 30, 2010, and negative cash flow
from continuing operating activities for the six months ended June 30, 2010 was
$22,974.  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 June 30, 2010 was
$4,873,322.  These factors, and our lack of ability to meet our
obligations from current operations, and the need to raise additional capital to
accomplish our objectives, create a substantial doubt about our ability to
continue as a going concern.
 
 We
currently do not have sufficient funds on hand to fund our on-going day to day
operating expenses. We have been unable to fully pay our employees since the
fourth quarter of 2009, and a limited amount of money has gone to
vendors.  In February 2010, we temporarily moved out of our office
space and moved into Kaching Kaching’s office space at the end of April 2010
(Kaching currently is allowing us to use some of their office space without
charging us rent).  We do not have any bank credit lines. Accordingly,
we will have to obtain additional funding in the near future in order to
continue our operations. Our existing operations and source of revenues
currently consists primarily of the Adjuice operations.  If we are
able to obtain a minimal amount of additional funding to increase Adjuice’s
budget we anticipate that Adjuice’s operations may generate sufficient cash to
fund our working capital needs by the end of 2010.  Also, as noted
above, we currently have in excess of $5 million of secured promissory notes
that are in default and thus immediately due and payable.  In
addition, in February 2010 and June 2010, the US Treasury placed liens on
essentially all of the assets of Boomj.com Inc. because of approximately
$900,000 of unpaid payroll taxes.  Accordingly to continue operating
and to fund operations for the next twelve months, we will have to continue to
seek additional financing from various sources in the immediate future,
including from the sale of convertible debt or equity securities and possibly
from joint ventures, partnerships, and other strategic
relationships.  We have not yet identified, and cannot be sure that we
will be able to obtain any additional funding from either of these sources, or
that the terms under which we may be able to obtain such funding will be
beneficial to us. Obtaining additional funding is expected to be very difficult
because of the foregoing working capital deficit, the existing default under our
secured promissory notes, the IRS lien, the current status of our operations,
and the capital markets.  Should we obtain financing at a price below
$0.10 per share of our common stock, additional substantial dilution to our
existing shareholders will occur as a result of certain anti-dilution provisions
in our existing promissory notes.  Although our revenues will be less
than last year when we still owned LocalAdLink, we believe that our cash flow
from operations may improve in 2010 because LocalAdLink utilized substantial
resources.   (LocalAdLink generated approximately $13,050,000 of
revenues in fiscal 2009, but those operations also had a net loss of
$7,580,839.), We believe our remaining I-Supply operations, together with
operating activities of Adjuice Inc., will have higher margins and be more cost
effective if we are able to ramp up those operations.
  25
  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 June 30, 2010,
the total amount of our short-term borrowings was $6,205,655.  There
can be no assurance that we will be able to obtain extensions or forbearances
from all of our note holders should we be unable to raise the necessary capital
to retire the debt currently outstanding.
 
 If we are
unable to obtain additional funds in the near term through debt or equity
financing or if funds cannot be obtained on terms favorable to us, we will be
required to delay, scale back or eliminate our plans to develop and expand
operations or in the extreme situation, cease operations
altogether.
 
 Operating
Activities
 
 Net cash
used in operating activities for the six months ended June 30, 2010 was $22,974
compared to $1,530,768 for the six months ended June 30,
2009.   In 2009 we were growing businesses that we later disposed
of (LocalAdLink) or divested (KaChing KaChing).  Significant amounts
of the expenses and gains recorded for the six months ended June 30, 2010 were
of a non-cash nature, paid for through our issuance of our common stock and
instruments convertible into our common stock or through changes in the value of
derivative liabilities, which change in value primarily on the change in our
stock price.  Until we are able to raise additional cash through the
sale of new equity or debt, we will continue to use our stock as our
currency.
 
 Investing
Activities
 
 Net cash
used in continuing investing activities for the six month period ended June 30,
2010 was $44,785, an increase of $37.143 compared to the $7,642 used by
investing activities for the six month period ended June 30, 2009. The company
expended resources to continue the development of its website
assets.
  Financing
Activities
 
 Net cash
provided by continuing financing activities for the six month period ended June
30, 2010 was $25,000, a decrease of $3,584,500 from the net cash provided by
continuing financing activities for the six month period ended June 30, 2009,
which was $3,609,500.    During the six month period ended
June 30, 2010, we converted $150,000 secured debt into shares of common
stock.
  As a
result of the above activities, we experienced a net decrease in cash of $5,478
for the six month period ended June 30, 2010. Our ability to continue as a going
concern is dependent on our success in obtaining additional financing from
investors through the sale of its securities and through a continued increase in
revenues.
 
 Discontinued
Operations (LocalAdLink)
 
 Net cash
provided by LocalAdLink in the six months ended June 30, 2010 was $37,281
compared to cash used by LocalAdLink of $1,982,313 for the six months ended June
30, 2009.  In 2010 we continue to collect on credit card reserves
established by merchants in 2009 when we operated the subsidiary.  We
do not expect significant cash flows in the future as the remaining credit card
reserves were approximately $16,000 as of June 30, 2010.
 
 Other
 
 We do not
believe that inflation has had a material impact on our business or
operations.
  26
  We are
not a party to any off-balance sheet arrangements, and we do not engage in
trading activities involving non-exchange traded contracts. In addition, we have
no financial guarantees, debt or lease agreements or other arrangements that
could trigger a requirement for an early payment or that could change the value
of our assets
 
 ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Not
applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC
Regulation S-K.
 
 ITEM
4. CONTROLS AND PROCEDURES
 
 Evaluation
of disclosure controls and procedures
 
 Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 as of the end of the period covered by this
report (the “Evaluation Date”). Based upon the evaluation, our principal
executive officer and principal financial officer concluded as of the Evaluation
Date that our disclosure controls and procedures were not effective. Disclosure
controls are controls and procedures designed to reasonably ensure that
information required to be disclosed in our reports filed under the Exchange
Act, such as this report, is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms. Disclosure controls
include controls and procedures designed to reasonably ensure that such
information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate to allow
timely decisions regarding required disclosure.
 
 Changes
in internal controls over financial reporting
 
 Due to significant reductions in the
number of employees we did not have sufficient people to meet the requirements
of our internal control over financial reporting.  There were no
significant changes in the Company's internal control over financial reporting
(as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended June
30, 2010, that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial
reporting.
 
 ITEM
5. OTHER INFORMATION
 
 None.
 
 PART
II - OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 On
February 17, 2010 and June 14, 2010, the Internal Revenue Service placed a
federal tax liens totalling $932,808 against all of the property and rights to
the property of Boomj.com for unpaid federal withholding taxes for the year
ended December 31, 2009.
 
 Other
than the foregoing IRS tax lien, we are not a party to any material legal
proceedings.  From time to time, the Company is a party to various
legal matters in the normal course of business, the outcome of which, in the
opinion of management, will not have a material adverse effect on the financial
position, results of operations or cash flows of the Company.
 
 Item
1A.  Risk Factors
 
 There has
been no material change in the Risk Factors set forth in the “Risk Factors”
section of the Company’s Form 10-K for the year ended December 31, 2009, other
than as set forth below:
 
 We are
currently in default under the terms of our secured loans, and those lenders
could declare a default and foreclose on our assets at any time.
  27
  We
currently have outstanding $5,023,322 of short-term convertible promissory notes
of which $3,683,322 of  that amount are secured by a lien on all of
this company’s assets. On January 31, 2010 we were unable to pay these secured
convertible promissory note holders the amounts due to them as the notes had
matured.  Under the terms of the notes, the holders may at any time
elect to notify us of the default and foreclose on essentially all of our
assets.  In addition, the OmniReliant notes contain cross default
provisions, such that those notes are also in default due to our being in
default of the secured convertible promissory notes.  Accordingly, we
could at any time lose all of this company’s assets to our secured lenders as a
result of the existing defaults under the convertible promissory notes which
foreclosure would result in the loss of all of our assets and the termination of
our business.
 
 We will
need significant additional capital in order to continue operations, which we
may be unable to obtain.
 
 We
currently only have sufficient cash available to continue our current operations
into late September 2010. Our capital requirements in connection with our
expanding commercial operations have been, and will continue to be, significant.
We need to obtain a significant amount of additional funds to fund our working
capital needs, to continue to market our Web site, to offer a broader range of
products on our e-commerce site, and to otherwise expand our business. There can
be no assurance that financing will be available in amounts or on terms
acceptable to us, if at all. Obtaining additional funding is expected to be very
difficult because of our current large working capital deficit, the existing
default under our secured promissory notes, the IRS lien that has been imposed
on our assets, the current status of our limited operations, and the status of
the capital markets in general.  If we are not able to raise
additional funds in the near future, we may have to further reduce our limited
operations or even terminate our business.  There can be no assurance
that we will be able to obtain additional funds.
 
 Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
 
 NA
 
 Item
3. Defaults Upon Senior Securities
 
 January
31, 2010 we were unable to pay our secured convertible promissory note holders
the amounts due to them as the notes had matured.  Under the terms of
the notes, the holders may at any time elect to notify us of the default and
foreclose on essentially all of our assets.  In addition, the
OmniReliant notes contain cross default provisions, such that those notes are
also in default due to our being in default of the secured convertible
promissory notes.  The total amount outstanding on these notes as of
June 30, 2010 was $5,023.322.
 
 Item
4. RESERVED
 
 Item
5. Other Information
  None.
 
 Item
6. Exhibits and Reports on Form 8-K
  Exhibit
      Number
              
              Description31.1
              
              Certification
      of the Chairman of the Board and Chief Executive Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act31.2
              
              Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act32.1
              
              Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act32.2
              
              Certification
      pursuant to Section 906 of the Sarbanes-Oxley
  Act
 
 28
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on the 14th day of September,
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)
 
 29