Amended Annual Report (10-k/a)
March 18 2021 - 3:49PM
Edgar (US Regulatory)
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
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30-0050402
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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321 Sixth Street, San Antonio, TX 78215
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(Address of principal executive offices) (Zip Code)
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(805) 964-3313
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Registrant’s telephone number, including area code
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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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☐
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Accelerated filer
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☐
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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☐
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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
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Description
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2.1
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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).
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2.2
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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).
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2.3
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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).
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2.4
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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).
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2.5
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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).
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2.6
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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).
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2.7
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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).
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3.1
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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).
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3.2
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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).
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3.3
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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).
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3.4
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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).
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3.5
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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).
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3.6
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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).
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3.7
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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).
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3.8
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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).
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3.9
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Certificate
of Designation of Series E Preferred Stock (incorporated by reference to 8-K filed November 17, 2017)
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3.10
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Certificate
of Designation of Series F Preferred Stock (incorporated by reference to 8-K filed January 3 ,2020)
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3.11
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Certificate
of Designation of Series G Preferred Stock (incorporated by reference to 8-K filed February 12, 2020)
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4.1
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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).
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4.2
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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)
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10.1
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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).
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10.2
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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).
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10.3
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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).
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10.4
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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).
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10.5
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Form
of Common Warrant (incorporated by reference to 8-K filed February 22, 2021)
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10.6
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Form
of Pre-Funded Warrant (incorporated by reference to 8-K filed February 22, 2021)
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10.7
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Form
of Securities Purchase Agreement (incorporated by reference to 8-K filed February 22, 2021)
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10.8
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Form
of Amendment Agreement (incorporated by reference to 8-K filed March 8, 2021)
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10.9
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CloudCommerce,
Inc. 2020 Incentive Stock Plan (incorporated by reference to S-8 filed February 18, 2021)
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10.10
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Engagement
Letter (incorporated by reference to 8-K filed February 22, 2021)
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10.11
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Promissory
Note (incorporated by reference to 8-K filed February 9, 2021)
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10.12
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Unsecured
Promissory Note, dated January 28, 2021 (incorporated by reference to 8-K filed February 2, 2021)
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10.13
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Securities
Purchase Agreement, dated October 21, 2020 (incorporated by reference to 8-K filed October 28, 2020)
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10.14
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Promissory
Note dated October 21, 2020 (incorporated by reference to 8-K filed October 28, 2020)
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21.1***
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List
of Subsidiaries
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23.1*
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Consent
of M&K CPAS, PLLC
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31.1*
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Section
302 Certification of Principal Executive Officer
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31.2*
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Section
302 Certification of Principal Financial/Accounting Officer
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32.1**
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Section
906 Certification of Principal Executive Officer
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32.2**
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Section
906 Certification of Principal Financial/Accounting Officer
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EX-101.INS***
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XBRL
INSTANCE DOCUMENT
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EX-101.SCH***
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XBRL
TAXONOMY EXTENSION SCHEMA DOCUMENT
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EX-101.CAL***
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XBRL
TAXONOMY EXTENSION CALCULATION LINKBASE
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EX-101.DEF***
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XBRL
TAXONOMY EXTENSION DEFINITION LINKBASE
|
EX-101.LAB***
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XBRL
TAXONOMY EXTENSION LABELS LINKBASE
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EX-101.PRE***
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XBRL
TAXONOMY EXTENSION PRESENTATION LINKBASE
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* Filed herewith
** Furnished
herewith
*** Previously
filed.
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
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CLOUDCOMMERCE, INC.
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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
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Dated: March 18, 2021
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--------------------------------------
Andrew Van Noy,
Chief Executive Officer, President
and Chairman
(Principal Executive Officer)
By: /s/ Gregory Boden
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Dated: March 18, 2021
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--------------------------------------
Gregory Boden, Chief Financial Officer and Director
(Principal Financial/Accounting Officer)
By: /s/ Kevin Myers
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Dated: March 18, 2021
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--------------------------------------
Kevin Myers, Director