UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:
December 31, 2020
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
Commission file number 000-13215
CLOUDCOMMERCE, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 30-0050402 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 321 Sixth Street, San Antonio, TX 78215 | |
| (Address of principal executive offices) (Zip Code) | |
| (805) 964-3313 | |
| Registrant’s telephone number, including area code | |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: Common Stock $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | x | Smaller reporting company | x | |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $4,596,158 as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter (computed by reference to the last sale price of a share of the registrant’s common stock on that date as reported by OTC Pink).
There were 915,782,133 shares outstanding of the registrant’s common stock as of March 15, 2021.
Explanatory Note
The purpose of this Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K of CloudCommerce, Inc. (the “Company”) for the year ended December 31, 2020 (the “Original Form 10-K”) is to file the consent of the Company’s independent registered public accounting firm. In connection with the filing of this Amendment, the Company is also including with this Amendment certain currently dated certifications. Except as otherwise set forth in this Explanatory Note, no other information included in the Original Form 10-K is amended or changed by this Amendment.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
3. Exhibits
| Exhibit | Description |
| 2.1 | First Agreement and Plan of Reorganization between Latinocare Management Corporation, a Nevada corporation, and Warp 9, Inc., a Delaware corporation (Incorporated by reference from the exhibits included with the Company's Report on Form SC 14F1 filed with the Securities and Exchange Commission, dated April 8, 2003). |
| 2.2 | Second Agreement and Plan of Reorganization between Latinocare Management Corporation, a Nevada corporation, and Warp 9, Inc., a Delaware corporation (Incorporated by reference from the exhibits included with the Company's prior Report on Form 8-K filed with the Securities and Exchange Commission, dated May 30, 2003).
|
| 2.3 | Agreement and Plan of Merger by and among Indaba Group, LLC, a Colorado limited liability company, Ryan Shields, Blake Gindi, and Jack Gindi, Warp 9, Inc., a Nevada corporation, and Warp 9, Inc., a Delaware corporation. (Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K, filed June 30, 2015). |
| 2.4 | Statement of Merger between Indaba Group, LLC, a Colorado limited liability company, and Warp 9, Inc., a Delaware corporation (Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission, dated October 6, 2015).
|
| 2.5 | Certificate of Merger of Domestic Corporation and Foreign Limited Liability Corporation between Warp 9, Inc., a Delaware corporation, and Indaba Group, LLC, a Colorado limited liability company (Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission, dated October 6, 2015).
|
| 2.6 | Agreement and Plan of Merger, dated as of August 1, 2017, by and among CloudCommerce, Inc., Parscale Creative, Inc., Bradley Parscale and Parscale Digital, Inc. (incorporated by reference from the exhibits included with the Company's Report on Form 8-K filed with the Securities and Exchange Commission, dated August 2, 2017). |
| 2.7 | Purchase Agreement, dated August 1, 2017, by and among CloudCommerce, Inc., Parscale Media, LLC, and Bradley Parscale (incorporated by reference from the exhibits included with the Company's Report on Form 8-K filed with the Securities and Exchange Commission, dated August 2, 2017). |
| 3.1 | Articles of Incorporation (incorporated by reference from the exhibits included with the Company's Report on Form 10-KSB filed with the Securities and Exchange Commission, dated April 10, 2002). |
| 3.2 | Certificate of Amendment to Articles of Incorporation (Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission, dated September 30, 2015). |
| 3.3 | Bylaws (incorporated by reference from the exhibits included with the Company's Report on Form 10-KSB filed with the Securities and Exchange Commission, dated April 10, 2002). |
| 1 |
| 3.4 | Certificate of Designation of Series A Preferred Stock (Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission, dated October 6, 2015). |
| 3.5 | Certificate of Designation of Series B Preferred Stock (Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission, dated December 18, 2015). |
| 3.6 | Certificate of Amendment to Certificate of Designation of Series B Preferred Stock (Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission, dated June 28, 2016). |
| 3.7 | Certificate of Designation of Series C Preferred Stock (Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission, dated August 2, 2017). |
| 3.8 | Certificate of Designation of Series D Preferred Stock (Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission, dated August 2, 2017). |
| 3.9 | Certificate of Designation of Series E Preferred Stock (incorporated by reference to 8-K filed November 17, 2017) |
| 3.10 | Certificate of Designation of Series F Preferred Stock (incorporated by reference to 8-K filed January 3 ,2020) |
| 3.11 | Certificate of Designation of Series G Preferred Stock (incorporated by reference to 8-K filed February 12, 2020) |
| 4.1 | Stock Option Plan (Incorporated by reference from the exhibits included in the Company's Information Statement filed with the Securities and Exchange Commission, dated August 1, 2003). |
| 4.2 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to 10-K filed April 16, 2020) |
| 10.1 | Form of Convertible Note, dated January 5, 2015 (Incorporated by reference to exhibits filed with the Company's Current Report on Form 10-Q/A filed with the Securities and Exchange Commission, dated February 17, 2015). |
| 10.2 | Agreement and Plan of Merger by and among Indaba Group, LLC, a Colorado limited liability company, Ryan Shields, Blake Gindi, and Jack Gindi, Warp 9, Inc., a Nevada corporation, and Warp 9, Inc., a Delaware corporation. (Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K, filed June 30, 2015). |
| 10.3 | Exchange Agreement, dated July 31, 2017, by and between CloudCommerce, Inc., and Bountiful Capital, LLC (incorporated by reference from the exhibits included with the Company's Report on Form 8-K filed with the Securities and Exchange Commission, dated August 2, 2017). |
| 10.4 | Advisory Agreement, dated August 1, 2017, with Jill Giles (incorporated by reference from the exhibits included with the Company's Report on Form 8-K filed with the Securities and Exchange Commission, dated August 2, 2017). |
| 10.5 | Form of Common Warrant (incorporated by reference to 8-K filed February 22, 2021) |
| 2 |
| 10.6 | Form of Pre-Funded Warrant (incorporated by reference to 8-K filed February 22, 2021) |
| 10.7 | Form of Securities Purchase Agreement (incorporated by reference to 8-K filed February 22, 2021) |
| 10.8 | Form of Amendment Agreement (incorporated by reference to 8-K filed March 8, 2021) |
| 10.9 | CloudCommerce, Inc. 2020 Incentive Stock Plan (incorporated by reference to S-8 filed February 18, 2021) |
| 10.10 | Engagement Letter (incorporated by reference to 8-K filed February 22, 2021) |
| 10.11 | Promissory Note (incorporated by reference to 8-K filed February 9, 2021) |
| 10.12 | Unsecured Promissory Note, dated January 28, 2021 (incorporated by reference to 8-K filed February 2, 2021) |
| 10.13 | Securities Purchase Agreement, dated October 21, 2020 (incorporated by reference to 8-K filed October 28, 2020) |
| 10.14 | Promissory Note dated October 21, 2020 (incorporated by reference to 8-K filed October 28, 2020) |
| 21.1*** | List of Subsidiaries |
| 23.1* | Consent of M&K CPAS, PLLC |
| 31.1* | Section 302 Certification of Principal Executive Officer
|
| 31.2* | Section 302 Certification of Principal Financial/Accounting Officer
|
| 32.1** | Section 906 Certification of Principal Executive Officer
|
| 32.2** | Section 906 Certification of Principal Financial/Accounting Officer
|
| EX-101.INS*** | XBRL INSTANCE DOCUMENT
|
| EX-101.SCH*** | XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT |
| EX-101.CAL*** | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
|
| EX-101.DEF*** | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
|
| EX-101.LAB*** | XBRL TAXONOMY EXTENSION LABELS LINKBASE |
| EX-101.PRE*** | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
* Filed herewith
** Furnished herewith
*** Previously filed.
| 3 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: March 18, 2021 | CLOUDCOMMERCE, INC. |
By: /s/ Andrew Van Noy
--------------------------------------------------------
Andrew Van Noy,
Chief Executive Officer and President
(Principal Executive Officer)
By: /s/ Gregory Boden
--------------------------------------------------------
Gregory Boden,
Chief Financial Officer
(Principal Financial/Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: /s/ Andrew Van Noy | Dated: March 18, 2021 |
--------------------------------------
Andrew Van Noy,
Chief Executive Officer, President and Chairman
(Principal Executive Officer)
| By: /s/ Gregory Boden | Dated: March 18, 2021 |
--------------------------------------
Gregory Boden, Chief Financial Officer and Director
(Principal Financial/Accounting Officer)
| By: /s/ Kevin Myers | Dated: March 18, 2021 |
--------------------------------------
Kevin Myers, Director
| 4 |