UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 2018
CLOUDCOMMERCE, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-13215 | 30-0050402 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | IRS Employer Identification No.) |
|
1933 Cliff Drive, Suite 1 Santa Barbara, CA |
93109 |
| (Address of Principal Executive Offices) | (Zip Code) |
(805) 964-3313
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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. ¨
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| Item 8.01. | Other Events |
CloudCommerce, Inc. (the “Company”) is providing the following updated biographical information for each of its executive officers:
Andrew Van Noy, age 35, has been a director of the Company since November 17, 2012. Mr. Van Noy has been the President of the Company since April 24, 2012 and the Chief Executive Officer of the Company since August 13, 2012. He was Executive Vice President of the Company from November 17, 2012 to April 24, 2012 and Vice President of Sales and Marketing of the Company from May 1, 2011 to November 17, 2012. Mr. Van Noy came to the Company with experience in digital marketing, private equity and investment banking. From January 2009 to April 2011, Mr. Van Noy served as the Vice President of Sales and Marketing for PageTransformer, a company which provided web and software development for iPad, iPhone, and Android devices. He served as Director of Velocity of Money, a boutique real estate private equity firm, and through a staffing firm, worked at Morgan Stanley’s global banking headquarters in Salt Lake City, Utah. The Board of Directors believes that Mr. Van Noy is qualified to serve as a director because of his experience in executive roles and his experience with re-branding and re-structuring of the Company, including presiding over the acquisition of a number of companies.
Gregory Boden, age 47, has been a director of the Company since November 17, 2011 and the Corporate Secretary of the Company since February 11, 2013. On April 24, 2012 Mr. Boden was appointed Chief Financial Officer of the Company. From June 1, 2011 to March 1, 2012, Mr. Boden served as an independent contractor assisting the Company in accounting and financial reporting matters. In addition to his position as Chief Financial Officer, Mr. Boden has served since January 1, 2011 as the President of Bountiful Capital, LLC, a Santa Barbara based private equity company. Prior to joining the Company, from September 2006 to October 2009, Mr. Boden worked in public accounting in the audit practice of KPMG, LLP, after which, from October 2009 to December 2010, he and managed the franchise accounting and cash application departments of Select Staffing, a nationwide staffing company. Mr. Boden received his Master of Accountancy degree from the University of Denver. The Board of Directors believes that Mr. Boden is qualified to serve as a director because of his management and industry experience, in addition to his understanding of accounting and financial reporting.
Zachary Bartlett, age 36, has been a director of the Company since July 2012. In January 2018, Mr. Bartlett was appointed Vice President of Corporate Development. In July 2012 Mr. Bartlett was appointed Vice President of Operations of the Company. In October 2015 Mr. Bartlett was appointed Vice President of Communications of the Company. From July 2011 to July 2012, Mr. Bartlett served as an independent contractor assisting the Company in project management matters. Prior to joining the Company, Mr. Bartlett was the Creative Director of Crowbar Studios, Inc., a graphic design and web development firm founded by Mr. Bartlett in 2008. From 2004 to 2008, he held the position of Art and Brand consultant at Demon International, a snowboard accessories company. In 2009, Mr. Bartlett was one of the founders of Page Transformer, Inc., a company that provided web and software development for iPad, iPhone, and Android devices. Mr. Bartlett received his Bachelor of Fine Arts degree in graphic design from Brigham Young University in 2004. The Board of Directors believes that Mr. Bartlett is qualified to serve as a director because of his industry experience and his understanding of industry trends.
Press Release
On January 19, 2018, the Company issued a press release announcing it had changes its fiscal year end to December 31 and provided revenue guidance for 2018. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
99.1 Press Release dated January 19, 2018
SIGNATURES
Pursuant to the requirements 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.
| CLOUDCOMMERCE, INC. | |||||
| Date: January 25, 2018 | By: | /s/ Andrew Van Noy | |||
| Name: Andrew Van Noy | |||||
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Title: Chief Executive Officer
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EXHIBIT 99.1
CloudCommerce Changes Fiscal Year End to December 31 and Provides Revenue Guidance of Approximately $11.5 million for 2018
The Company aligns its year-end to a calendar year to be more consistent with other companies in its industry and looks forward to a successful 2018
Santa Barbara, CA – (January 19, 2018) – CloudCommerce, Inc. (CLWD), a leading provider of data driven solutions, today announced that it has recently filed an 8-K changing its fiscal year end from June 30 to December 31, effective immediately. As a result of this change, the Company will file a Transition Report on Form 10-K for the six-month period ended December 31, 2017.
Based on its trending sales performance, underlying strength of the core business, and projected growth from new services, the Company now expects 2018 revenue will be approximately $11.5 million. In the event that the Company undertakes additional acquisitions, revenue could be significantly greater in 2018.
“We are pleased to provide increased revenue guidance for 2018 and expect to be cash positive on a consolidated basis,” commented CloudCommerce CEO Andrew Van Noy. “The company is seeing strong demand for its services, particularly in the areas of digital marketing, creative services, and strategy.
Mr. Van Noy continued, “To meet this demand, we tripled the personnel in our digital marketing team during the last four months, and will continue to expand the team in the coming months. Additionally, we have achieved key wins by signing marketing service contracts for brands in the hospitality, insurance, and media industries. We’re proud of the diligent efforts made by our employees and we look forward to a successful 2018.”
CloudCommerce’s recent success has been driven by acquisitions closed in 2017, including the acquisition of Parscale Creative in August 2017 and the acquisition of WebTegrity in November 2017. CloudCommerce intends to continue to grow internally by rapidly expanding services in digital marketing, data and analytics, and continue to increase scale by acquiring exceptional companies.
About CloudCommerce
CloudCommerce, Inc. (CLWD) is a leading provider of data driven solutions. We help our clients acquire, engage, and retain their customers by finding actionable information hidden in critical sources of data. We focus intently on using quantitative and qualitative analysis to drive the creation of great user experiences and successful digital marketing strategies and campaigns. Whether it is creating omni-channel experiences, engaging a specific audience, or energizing voters in political campaigns, we believe data is the key to digital success. Our goal is to become the industry leader by always applying a “data first” strategy and acquiring other companies that share this vision.
Forward-Looking Statements
Matters discussed in this shareholder letter contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated,
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expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These risks include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products, and prospects for sales, failure to commercialize our technology, failure of technology to perform as expected, failure to earn profit or revenue, higher costs than expected, persistent operating losses, ownership dilution, inability to repay debt, failure of acquired businesses to perform as expected, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company.
Contact:
CloudCommerce, Inc.
Tel: 805-964-3313
communications@cloudcommerce.com
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