Beyond Commerce Inc (BYOC)

[pipedreamz76]

Well first of all the R/S isnt set in stone. No one ever said they were going to do one for sure.

The Board of Directors, believing it to be in the best interests of the Company, approved the proposal to have the discretionary authority to implement the Amendment to our Certificate of Incorporation (assuming approval of the Shareholder amendment will be to our Articles of Incorporation) to effect a reverse stock split of common stock at any time prior to next year’s annual meeting of stockholders at a reverse split ratio in the range of between 1-for-2 and 1-for-30 (the “Reverse Stock Split”), which specific ratio will be determined by our Board of Directors.

This simply means they may do one. It would be AFTER they increase the A/S, which they are doing because of purchase warrants and promissory notes that may be converted.

The Company has funded a large part of our working capital needs from the sale of securities, including the sale of convertible promissory notes and warrants. We currently are authorized to issue up to 200,000,000 shares of common stock, and 50,000,000 of preferred stock. However, as of March 31, 2011, we already had issued and outstanding a total of 188,143,368 shares of common stock and would like to effect a proportional amount of preferred stock to successfully execute our business strategy in raising additional investment capital. In addition, we also have convertible promissory notes and common stock purchase warrants outstanding. If these convertible promissory notes are converted, approximately 260,000,000 additional shares of common stock would be issued to the noteholders. In addition if the warrants are exercised, approximately 118,000,000 additional shares of common stock would be issued to the warrant-holders. Accordingly, if the maximum number of shares are issued upon the conversion of currently outstanding promissory notes and upon the exercise of currently issued and outstanding warrants, we would exceeded the shares of common stock left for future issuances.