UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x ANNUAL REPORT UNDER
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:
December 31, 2019
☐ 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 |
☐ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
x |
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Smaller reporting company |
x |
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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 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 $1,042,411 as of June 30, 2019,
the last business day of the registrant’s most recently completed
fourth 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 506,302,099 shares outstanding of the registrant’s
Common Stock as of April 16, 2020.
Explanatory Note
The purpose of this Amendment
No. 1 (the “Amendment”) to the Annual Report on Form 10-K
of CloudCommerice, Inc. (the “Company”) for the year ended
December 31, 2019 (the “Original Form 10-K”) is to add
the “Note Regarding Reliance on SEC Order” below. 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.
Note Regarding Reliance on
SEC Order
As result of the global outbreak of the COVID-19 virus, on March
28, 2020 the Company evaluated its ongoing effort to prepare and
file its annual report on Form 10-K for the fiscal year ended
December 31, 2019. Certain Company officers and management as well
as professional staff and consultants were unable to conduct work
required to prepare our financial report for the year ended
December 31, 2019.
As a result, the Company was unable to compile and review certain
information required in order to permit the Company to file a
timely and accurate annual report on Form 10-K for its year ended
December 31, 2019 by the prescribed date without unreasonable
effort or expense due to circumstances related to COVID-19.
On March 25, 2020 the Securities and Exchange Commission (the
“SEC”) issued an Order under Section 36 (Release No. 34-88465) of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), granting exemptions from specified provisions of the
Exchange Act and certain rules thereunder (as modified by Order
issued by the SEC on March 25, 2020 (Release No. 34-88465, the
“Order”). The Order provides that a registrant (as defined in
Exchange Act Rule 12b-2) subject to the reporting requirements of
Exchange Act Section 13(a) or 15(d), and any person required to
make any filings with respect to such a registrant, is exempt from
any requirement to file or furnish materials with the Commission
under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c),
14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for
those provisions mandating the filing of Schedule 13D or amendments
to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1,
and 14f-1, as applicable, where certain conditions are
satisfied.
The Company relied on this Order for filing of its annual report on
Form 10-K for the fiscal year ended December 31, 2019.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
3.
Exhibits
Exhibit Description
|
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). |
|
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). |
|
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 |
|
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 |
Form of Stock
Option Agreement (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). |
|
10.3 |
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). |
|
10.4 |
Employment
Agreement between Indaba Group, Inc., a Delaware corporation, and
Ryan Shields (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). |
|
10.5 |
Employment
Agreement between Indaba Group, Inc., a Delaware corporation, and
Blake Gindi (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). |
|
10.6 |
Convertible
Promissory Note (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 9, 2015). |
|
10.7 |
Form of Promissory
Note (Incorporated by reference to exhibits filed with the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission, dated April 21, 2016). |
|
10.8 |
Form of Exchange
Agreement (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). |
|
10.9 |
Form of Promissory
Note (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 7, 2016). |
|
10.10 |
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). |
|
10.11 |
Management
Services Agreement, dated August 1, 2017, by and between
CloudCommerce, Inc., and Parscale Creative, 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). |
|
10.12 |
Management
Services Agreement, dated August 1, 2017, by and between
CloudCommerce, Inc., and Parscale Media, 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). |
|
10.13 |
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). |
|
10.14 |
Secured Promissory
Note, dated June 29, 2018, issued by Parscale Digital Inc. to
P2Binvestor, Incorporated (incorporated by reference to Exhibit
10.1 of the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 12, 2018). |
|
10.15 |
Security Agreement
dated June 29, 2018, between Parscale Digital Inc. and P2Binvestor,
Incorporated (incorporated by reference to Exhibit 10.2 of the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 12, 2018). |
|
10.16 |
Agreement, dated
November 20, 2018, by and between CloudCommerce, Inc. and Bradley
Parscale (incorporated by reference to the Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 27, 2018). |
|
21.1* |
List of
Subsidiaries |
|
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 |
*
Previously filed
**
Filed herewith
***
Furnished herewith
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: May 22, 2020 |
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: May 22,
2020 |
--------------------------------------
Andrew Van Noy,
Chief Executive Officer, President and Chairman
(Principal Executive Officer)
|
By: /s/ Gregory
Boden |
Dated: May 22,
2020 |
--------------------------------------
Gregory Boden, Chief Financial Officer and Director
(Principal Financial/Accounting Officer)
|
By: /s/ Kevin
Myers |
Dated: May 22,
2020 |
--------------------------------------
Kevin Myers, Director
