10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒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 ☒

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 ☒  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 ☒  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	☒	Smaller reporting company	☒
		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 ☒

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.

TABLE OF CONTENTS

PART 1
ITEM 1	Business	4
ITEM 1A	Risk Factors	9
ITEM 2	Properties	21
ITEM 3	Legal Proceedings	21
ITEM 4	Mine Safety Disclosures	21
PART II
ITEM 5	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	21
ITEM 6	Reserved	23
ITEM 7	Management’s Discussion and Analysis of Results of Operations and Financial Condition	23
ITEM 8	Financial Statements and Supplementary Data	31
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	74
ITEM 9A	Controls and Procedures	74
ITEM 9B	Other Information	75
PART III
ITEM 10	Directors, Executive Officers, and Corporate Governance	75
ITEM 11	Executive Compensation	77
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	80
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	82
ITEM 14	Principal Accountant Fees and Services	82
ITEM 15	Exhibits, Financial Statement Schedules	82
SIGNATURES		86

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PART I

ITEM 1. BUSINESS

General

CloudCommerce, Inc. (“CloudCommerce,” “we,” “us,” “our,” or the “Company”) is a leading provider of digital advertising solutions. Our flagship solution, SWARM, analyzes a robust mix of audience data to help businesses find who to talk to, what to say to them, and how to market to them. We do this by applying advanced data science, behavioral science, artificial intelligence, and market research techniques to discover, develop and create custom audiences for highly targeted digital marketing campaigns. CloudCommerce was Ranked Number 300^th Fastest Growing Company in North America on Deloitte’s 2020 Technology Fast 500™. 

SWARM- An Audience Intelligence Solution

SWARM is an end-to-end solution that helps businesses find who to talk to, what to say to them, and how to motivate them to take meaningful action. It does this by applying advanced data science, behavioral science, artificial intelligence, and market research techniques to discover, develop and create custom audiences for any business activity. With applications such as marketing, brand perception, customer relationship management, human resources management and operational logistics, SWARM delivers powerful audience-driven business intelligence to convert opportunities into business success.

The Problem

Marketers have largely taken a blanket approach to communication. The same message is often sent across an entire customer audience with little regard for how different groups of people communicate, build communities, and develop their purchasing habits. When they do segment audiences, they tend to use very objective selection criteria, such as income, geography, education or purchase history to deduce attitudes or intentions.

However, research has shown that attitudes and intentions are weak predictors of behavior, which is ultimately what marketers want to influence and affect.  Instead, we believe motivations and feelings are much better at predicting behavior. But they are also can be the hardest to deduce from audience data.

The Solution – SWARM

SWARM is a behavioral science approach to audience creation and communication. It helps marketers probe deep consumer motivations and triggers, in order to effectively predict and influence their actions. We believe if marketers can influence action, they can get people to buy, change the opinion of, or support a particular brand, business, or person.

There are 4 major products in SWARM:

BUZZ - Behavior Based Market Research

We believe that market research is evolving and that the techniques being developed today are more sophisticated and backed by strong data science. Despite these changes, many traditional research firms have failed to innovate, Small sample sizes, survey design bias, improper weighting, and gut intuition sampling are just some of the issues that plague the industry. BUZZ is designed with the ability to put a finger on the pulse of the marketplace in the moment. It does this by deducing attitudes, emotions, and opinions from various internal and external data sources such as customer data, social media activity, or micro and macro trends. We have automated the market research process that we believe provides a level of statistical depth beyond what traditional firms can offer.

THE SWARM – Intelligent Audience Building

The core of our solution, and what we believe separates us from other audience data companies, is our unique approach to audience building. The concept of ‘personas’ has been around for decades, but we aim take that general concept to the next level. THE SWARM was developed to solve not only who to talk to, but also what to say to them, and how to motivate them to take meaningful action. Using our proprietary clustering and behavioral analysis techniques, we believe we are able to create audiences that are more efficient, targeted, and focused than traditional methods. Our clustering is designed to not only find the right people to talk to, but also the message that motivate them.

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HIVE – Redefined Geographic Targeting

Our approach is based on our belief that conventional geographic audience targeting is outdated. Arbitrary units of location like counties, cities, designated market areas, and regions were created hundreds of years ago based on land rights ownership. We believe their use in understanding people’s behavior, purchase habits, and underlying values is minimal. We try to solve this by clustering people into granular geographic tribes, called “Hives.” We define Hives by attributes such as common language (e.g., colloquialisms), shared experience and narratives (e.g., climate, history), and concentrated demography and biology (e.g., ethnicity, age). Based on the needs of our clients, we can redraw the geographic lines based on various Hive selection criteria, which can make marketing more efficient, business decisions more intelligent, and growth more plausible.

HONEY – Advanced Reporting and Visualization

We believe advanced audience data analysis technologies are useless if they do not produce simple, powerful and actionable business intelligence. HONEY comes with user-friendly reporting and visualization tools intended to organize and explain all of the advance data science into a simple to understand format for decision makers. HONEY is designed to combine the intelligence of client CRM data with third-party consumer data and targeted market research to create a powerful foundation for any audience intelligence solution.

Comprehensive Product Ecosystem

We are constantly striving to help our clients better understand both their current audience and the larger marketplace. Our team has developed a series of products intended to challenge the status quo of how intelligence is done within the marketing industry. Each of our products can stand alone, but grow more powerful as part of a larger ecosystem.

Core Services

CloudCommerce can deliver end-to-end marketing solutions through a range of services and capabilities. SWARM implementations can include some or all of these capabilities.

Data Propria – Data Analytics

To deliver the highest Return on Investment (“ROI”) for our customers’ digital marketing campaigns, we utilize sophisticated data science to identify the correct universes to target relevant audiences. Our ability to understand and translate data drives every decision we make. By listening to and analyzing our customers’ data we are able to make informed decisions that positively impact our customers’ business. We leverage industry-best tools to aggregate and visualize data across multiple sources, and then our data and behavioral scientists segment and model that data to be deployed in targeted marketing campaigns. We have data analytics expertise in retail, wholesale, distribution, logistics, manufacturing, political, and several other industries.

Parscale Digital – Digital Marketing

We help our customers get their message out, educate their market and tell their story. We do so creatively and effectively by deploying powerful call-to-action digital campaigns with national reach and boosting exposure and validation with coordinated advertising in print media. Our fully-developed marketing plans are founded on sound research methodologies, brand audits and exploration of the competitive landscape. Whether our customer is a challenger brand, a political candidate, or a well-known household name, our strategists are skillful at leveraging data and creating campaigns that move people to make decisions.

Giles Design Bureau – Branding and Creative Services

We approach branding from a “big picture” perspective, establishing a strong identity and then building on that to develop a comprehensive branding program that tells our customer’s story, articulates what sets our customer apart from their competitors and establishes our customer in their market.

WebTegrity – Development and Managed Infrastructure Support

Commerce-focused, user-friendly digital websites and apps elevates our customer’s marketing position and draw consumers to their products and services. Our platform-agnostic approach allows us to architect and build solutions that are the best fit for each customer. Once the digital properties are built, our experts will help manage and protect the website or app and provide the expertise needed to scale the infrastructure needed as our customer’s business grows.

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Growth Strategy

Our goal is to become the leading provider of audience-driven business intelligence and marketing solutions. Our strategies to meet this goal include:

● Automate our SWARM solution through the development of software that will allow our customers to self-serve on our platform.

● Acquire or partner with companies that can speed up the automation and delivery of the SWARM platform.

● Continue to hire top talent in the fields of data science, machine learning, artificial intelligence, and behavioral science.

● Drive profitable business growth.

Revenue Model

We currently charge a fixed or variable implementation fees to design, build and execute on digital marketing campaigns, including SWARM solutions. These campaigns or custom SWARM solutions consist of professional services fees as well as mark up on media spend. Our professional services are billed at hourly or monthly rates, depending on the customer’s needs. We believe this flexibility allows us to attract customers while maximizing profits based on time and materials.

If and when SWARM is fully developed as a self-serviced SaaS platform, we intend to adopt a recurring subscription revenue model.

There are two ways we invoice customers 1) payment in advance with a deposit/retainer or 2) payment in arrears after the work is completed. We do not track the amounts we are paid under each method, but estimate the majority of such amounts are paid in advance. There are also two ways we charge for services: 1) fixed fee arrangement, so the price remains constant regardless of the work effort, and 2) variable fee arrangements, in which we charge for time and materials.

In addition, we have several retainer arrangements for other services that vary in term length that provides reliable income.

Benefits to Clients

Our complete solution of providing robust technology along with complementary professional services delivers many benefits to our customers.

Reduced Total Cost of Ownership and Risk

Utilizing our services, businesses can dramatically reduce or eliminate upfront and ongoing hardware, software, maintenance and support costs associated with developing, customizing, deploying and upgrading sophisticated solutions and campaigns. They can have a global digital presence without assuming the costs and risks of developing it themselves and take immediate advantage of the investments we continually make in our digital systems and associated services. Our commitment to the latest technologies helps ensure that our clients maintain pace with industry advances.

Revenue Growth

We help our clients grow their businesses by leveraging our experience to (i) increase the acquisition, retention and lifetime value of new customers; (ii) extending their businesses into new geographic markets; and (iii) expanding the visibility and sales of their products through new online sales channels. We have developed substantial expertise in digital marketing which we apply to help our clients enhance their brands and increase interest and traffic, all of which are designed to generate higher revenues for our clients’ businesses and greater revenue for the Company.

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Deployment Speed

Businesses can reduce the time required to develop their digital presence by utilizing our outsourced business model. Typically, a new client can have their digital properties live much more quickly than if they decided to build, test and deploy resources in-house. Once they are operational, clients can make real-time changes to their digital properties, allowing them to address issues and take advantage of opportunities without technical assistance.

Focus on Core Competency

By utilizing our services, businesses can focus on developing, marketing and selling their products rather than devoting time and resources to building and maintaining an internal infrastructure. Management can focus their time on their core business while ensuring they have access to the latest technologies, tools and expertise for running a successful digital operation.

Sales and Marketing

Our objective is to be the leading global provider of data-driven solutions. To achieve this objective, we have assembled a team of experts working collectively for the best interest of our customers.

During the client sales process, our team delivers demonstrations, presentations, proposals and contracts. Many new customers have been retained through email marketing, direct sales, and word-of-mouth referrals. Our direct sales efforts are aimed at senior marketing and information technology (IT) executives within Consumer, B2B and political organizations who are looking to create or expand their digital operations. Word-of-mouth referrals have been very valuable to us and we intend to continue nurturing our customer and industry relationships to maximize these referrals.

In addition to our direct sales efforts and referrals, we have established and continue to explore channel partnerships to expand our customer base. Prospective channel partners include existing Technology companies, hosting providers, ERP vendors, and e-commerce marketing professionals.

Industry Overview

Market Research Future (MRFR), predicts that the global business intelligence (BI) market will grow from $16.3 billion in 2016 to $34.3 billion by 2022 at the compound annual growth rate of 11.03%.

Segmentation

According to MRFR, the global business intelligence market is segmented based on technology, service, component, deployment, organization, and industry. By technology, the market is segmented into mobile BI, cloud BI, social BI, and others. By service, the market is segmented into managed service, hosted service and others. By deployment, the market is segmented into on-cloud and on-premises. By organization, the market is segmented into telecom & information technology, education, manufacturing, retail, banking and others.

Regional Analysis

MRFR reports that North America leads the market for business intelligence. Presence of major industry players in the region, intense R&D activities in the field of technology, increasing competition, and evolving trend of data proliferation aids the growth of the market in North America. Asia-Pacific holds potential growth opportunities and is estimated to manifest high growth due to ongoing industrialization and advancements in the field of technology in the region.

Competition

Our current primary competitors generally fall into the following categories:

● large technology companies, including suppliers of traditional business intelligence and data preparation products, and/or cloud-based offerings that provide one or more capabilities that are competitive with our products, such as Amazon.com, Inc., Google, IBM, Microsoft Corporation, Oracle Corporation, salesforce.com, inc. and SAP SE;

● business analytics software companies, such as Tableau Software, Inc. and Domo, Qlik, and Looker; and

● providers of SaaS-based or cloud-based analytics products.

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In addition, we may compete with open source initiatives and custom development efforts. We operate in a rapidly growing and rapidly changing market. As a result, we expect competition to continue to increase as other established and emerging companies enter the business analytics market, as customer requirements evolve and as new products and technologies are introduced. We expect this to be particularly true with respect to our SaaS-based offering. This is a relatively new and evolving area of business analytics solutions, and we anticipate competition to increase based on customer demand for these types of products.

Many of our competitors, particularly the large software companies named above, have longer operating histories, significantly greater financial, technical, marketing, distribution, professional services or other resources and greater name recognition than we do. In addition, many of our competitors have strong relationships with current and potential customers and extensive knowledge of the business analytics industry. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements, for example by offering a SaaS-based product that competes with our on-premises products or our SaaS product, SWARM, or devote greater resources to the development, promotion and sale of their products than us. Moreover, many of these competitors are bundling their analytics products into larger deals or maintenance renewals, often at significant discounts. Increased competition may lead to price cuts, alternative pricing structures or the introduction of products available for free or a nominal price, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share. We may not be able to compete successfully against current and future competitors, and our business, results of operations and financial condition will be harmed if we fail to meet these competitive pressures.

Our ability to compete successfully in our market depends on a number of factors, both within and outside of our control. Some of these factors include ease and speed of product deployment and use, discovery and visualization capabilities, analytical and statistical capabilities, performance and scalability, the quality and reliability of our customer service and support, total cost of ownership, return on investment and brand recognition. Any failure by us to compete successfully in any one of these or other areas may reduce the demand for our products, as well as adversely affect our business, results of operations and financial condition.

Government Regulation

We are subject to various federal, state, and local laws affecting e-commerce and communication businesses. The Federal Trade Commission and equivalent state agencies regulate advertising and representations made by businesses in the sale of their products, which apply to us. We are also subject to government laws and regulations governing health, safety, working conditions, employee relations, wrongful termination, wages, taxes and other matters applicable to businesses in general. Currently, when serving customers in the European Union, we must take precautions to maintain the General Data Protection Regulation requirements. As the United States continues to adopt similar regulations. Our software and services will comply with those requirements.

Employees

As of December 31, 2020, we had 31 full time employees, 6 of whom are employed in administrative positions, 1 in sales and marketing positions, and 24 in technical positions. Twenty-five employees were in Texas, 3 in Utah, 1 in New Jersey, 1 in Washington, DC, and 1 in New York.

All of our employees have executed agreements that impose nondisclosure obligations on the employee and assign to us (to the extent permitted by state and federal laws) all copyrights and other inventions created by the employee during his employment with us. Additionally, we have a trade secret protection policy in place that management believes to be adequate to protect our intellectual property and trade secrets.

Seasonality

We do not anticipate that our business will be substantially affected by seasonality.

Trademarks

We have registered trademarks for CloudCommerce®.

Company History

The Company was incorporated in Nevada on January 22, 2002 and was formerly known as Warp 9, Inc., Roaming Messenger, Inc., and Latinocare Management Corporation (“LMC”). On July 9, 2015, we changed the name of the Company from Warp 9, Inc. to CloudCommerce, Inc. to reflect a new plan of strategically acquiring profitable data driven marketing solutions providers with strong management teams. The Company, based in San Antonio, Texas,

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began operations on October 1, 1999. The Company has six subsidiaries, CLWD Operations, Inc. (formerly Indaba Group, Inc.), Parscale Digital, Inc., which merged with Parscale Creative, Inc., as a result of an acquisition dated August 1, 2017, WebTegrity, LLC (“WebTegrity”), which was acquired November 15, 2017, Data Propria, Inc., which the Company launched February 1, 2018, Giles Design Bureau, Inc., which spun out from Parscale Digital in May, 2018, and aiAdvertising, Inc., which was formed January 14, 2021. References in this report to the “Company,” “CloudCommerce,” “we,” “us”, or “our” include CloudCommerce, Inc. and its subsidiaries, unless otherwise indicated.

ITEM 1A. RISK FACTORS

RISKS RELATED TO OUR BUSINESS

War, terrorism, other acts of violence or natural or manmade disasters such as a global pandemic may affect the markets in which the Company operates, the Company's customers, the Company's delivery of products and customer service, and could have a material adverse impact on our business, results of operations, or financial condition.

The Company's business may be adversely affected by instability, disruption or destruction in the geographic regions in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, food, fire, earthquake, storm or pandemic events and spread of disease (including the recent outbreak of the coronavirus commonly referred to as "COVID- 19"). Such events may cause customers to suspend their decisions on using the Company's services and otherwise affect their ability to meet their obligations to us by making payments on our existing equipment leases, make it impossible to contact our customers and potential customers as well as potential sources of future financing, for our customers to visit our physical locations, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with our existing business as well as our planned expansion into the mobility business. These events also pose significant risks to the Company's personnel and to physical facilities and operations, which could materially adversely affect the Company's financial results.

The ongoing circumstances resulting from the COVID-19 virus outbreak magnify the challenges faced from our continuing efforts to introduce and sell our services in a challenging environment and could have an impact on our business and financial results.

We have a history of losses and can provide no assurance of our future operating results.

We have experienced net losses and negative cash flows from operating activities, and we expect such losses and negative cash flows to continue in the foreseeable future. As of December 31, 2020, and 2019, we had working capital deficit of $4,784,105 and $5,935,500, respectively.   For the years ended December 31, 2020 and 2019, we incurred net losses of $1,270,650 and $10,123,380, respectively.   The opinion of our independent registered public accountants on our audited financial statements as of and for the years ended December 31, 2020 and 2019 contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.  Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future sales.

We have a limited operating history, which may make it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We have a relatively short operating history and have been delivering SWARM solutions, our proprietary audience-driven business intelligence solution, since January 2018, and are now in the process of building SWARM into a SaaS (software-as-a-service) solution. As a result, it may be difficult to evaluate in an investment in our stock. Furthermore, we operate in an industry that is characterized by rapid technological innovation, intense competition, changing customer needs and frequent introduction of new products, technologies and services. We have encountered, and we will continue to encounter, risks and uncertainties frequently experienced by companies in evolving industries. If our assumptions regarding these risks and uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in the market, or we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.

Our future success will depend in large part on our ability to, among other things:

● market acceptance of our current and future products and services;

● improve the performance and capabilities of our products;

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● manage the full automation of our SWARM solution;

● compete with other companies, custom development efforts and open source initiatives that are currently in, or may in the future enter, the market for our products;

● technology and data center infrastructure, enhancements to cloud architecture, improved disaster recovery protection, increasing data security, compliance and operations expenses;

● data center costs as customers increase the amount of data that is available to our platform and the number of users on our platform;

● the amount and timing of operating expenses, particularly sales and marketing expenses, related to the maintenance and expansion of our business, operations and infrastructure;

● write-downs, impairment charges or unforeseen liabilities in connection with intangible assets or acquisitions;

● our ability to successfully manage any acquisitions; and

● general economic and political conditions in our domestic and international markets

If we fail to address or manage these risks successfully, including those associated with the challenges listed above as well as those described elsewhere in this section, our business will be adversely affected and our results of operations will suffer.

Our success depends on increasing the number and value of enterprise sales transactions, which typically involve a longer sales cycle, greater deployment challenges and additional support and services than sales to individual purchasers of our products.

Growth in our revenues and profitability depends in part on our ability to complete more and larger enterprise sales transactions. These larger transactions may involve significant customer negotiation. Enterprise customers may undertake a significant evaluation process, which can last from several months to a year or longer. For example, in recent periods, excluding renewals, our transactions over $100,000 have generally taken over three months to close. Any individual transaction may take substantially longer than three months to close. If our sales cycle were to lengthen in this manner, events may occur during this period that affect the size or timing of a purchase or even cause cancellations, which may lead to greater unpredictability in our business and results of operations. We will spend substantial time, effort and money on enterprise sales efforts without any assurance that our efforts will produce any sales

The actual market for our products and services could be significantly smaller than our estimates of our total potential market opportunity, and if customer demand for our products and services does not meet expectations, our ability to generate revenue and meet our financial targets could be adversely affected.

While we expect strong growth in the markets for our products, it is possible that the growth in some or all of these markets may not meet our expectations, or materialize at all. The methodology on which our estimate of our total potential market opportunity includes several key assumptions based on our industry knowledge, market research, and customer experience. If any of these assumptions proves to be inaccurate, then the actual market for our products could be significantly smaller than our estimates of our total potential market opportunity. In addition, we have very limited experience with customer adoption of our products, having only provided SWARM solutions since January 2018. If the customer demand for our products or the adoption rate in our target markets does not meet our expectations, our ability to generate revenue from customers and meet our financial targets could be adversely affected.

If our new products and product enhancements do not achieve sufficient market acceptance, our results of operations and competitive position will suffer.

We spend substantial amounts of time and money to research and develop new software and enhanced versions of our existing software to incorporate additional features, improve functionality, function in concert with new technologies or changes to existing technologies and allow our customers to analyze a wide range of data sources.

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When we develop a new product or an enhanced version of an existing product, we typically incur expenses and expend resources upfront to market, promote and sell the new offering. Therefore, when we develop and introduce new or enhanced products, they must achieve high levels of market acceptance in order to justify the amount of our investment in developing and bringing them to market.

Further, we may make changes to our software that our customers do not find useful. We may also discontinue certain features, begin to charge for certain features that are currently free or increase fees for any of our features or usage of our software. We may also face unexpected problems or challenges in connection with new product or feature introductions.

Our new products or product enhancements, such as SWARM, and changes to our existing software could fail to attain sufficient market acceptance for many reasons, including:

● failure to predict market demand accurately in terms of software functionality and capability or to supply software that meets this demand in a timely fashion;

● inability to operate effectively with the technologies, systems or applications of our existing or potential customers;

● defects, errors or failures;

● negative publicity about their performance or effectiveness;

● delays in releasing our new software or enhancements to our existing software to the market;

● the introduction or anticipated introduction of competing products by our competitors;

● an ineffective sales force;

● poor business conditions for our end-customers, causing them to delay purchases; and

● the reluctance of customers to purchase software incorporating open source software.

In addition, because our products are designed to operate on and with a variety of systems, we will need to continuously modify and enhance our products to keep pace with changes in technology. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion.

If our new software or enhancements and changes do not achieve adequate acceptance in the market, our competitive position will be impaired, and our revenues could decline. The adverse effect on our results of operations may be particularly acute because of the significant research, development, marketing, sales and other expenses we will have incurred in connection with the new software or enhancements.

Real or perceived errors, failures or bugs in our software could adversely affect our results of operations and growth prospects.

Because our software is complex, undetected errors, failures or bugs may occur, especially when new versions or updates are released. Our software is often installed and used in large-scale computing environments with different operating systems, system management software, and equipment and networking configurations, which may cause errors or failures of our software or other aspects of the computing environment into which it is deployed. In addition, deployment of our software into computing environments may expose undetected errors, compatibility issues, failures or bugs in our software. Despite testing by us, errors, failures or bugs may not be found in our software until it is released to our customers. Moreover, our customers could incorrectly implement or inadvertently misuse our software, which could result in customer dissatisfaction and adversely impact the perceived utility of our products as well as our brand. Any of these real or perceived errors, compatibility issues, failures or bugs in our software could result in negative publicity, reputational harm, loss of or delay in market acceptance of our software, loss of competitive position or claims by customers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem. Alleviating any of these problems could require significant expenditures of our capital and other resources

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and could cause interruptions, delays or cessation of our licensing, which could cause us to lose existing or potential customers and could adversely affect our results of operations and growth prospects.

Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business and results of operations.

We have in the past experienced, and may in the future experience, performance issues due to a variety of factors, including infrastructure changes, human or software errors, website or third-party hosting disruptions or capacity constraints due to a number of potential causes including technical failures, cyber-attacks, security vulnerabilities, natural disasters or fraud. If our security is compromised, our website is unavailable or our users are unable to download our software within a reasonable amount of time or at all, our business could be negatively affected. Moreover, if our security measures, products or services are subject to cyber-attacks that degrade or deny the ability of users to access our website, products or services, our products or services may be perceived as unsecure and we may incur significant legal and financial exposure. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. These cloud-based products are hosted at third-party data centers that are not under our direct control. If these data centers were to be damaged or suffer disruption, our ability to provide these products to our customers could be impaired and our reputation could be harmed.

In addition, it may become increasingly difficult to maintain and improve our website performance, especially during peak usage times and as our software becomes more complex and our user traffic increases. Adverse consequences could include unanticipated system disruptions, slower response times, degradation in level of customer support and impaired quality of users’ experiences, and could result in customer dissatisfaction and the loss of existing customers. We expect to continue to make significant investments to maintain and improve website performance and security and to enable rapid and secure releases of new features and applications for our software. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and results of operations may be adversely affected.

Our products use third-party software and services that may be difficult to replace or cause errors or failures of our products that could lead to a loss of customers or harm to our reputation and our operating results.

We license third-party software and depend on services from various third parties for use in our products. In the future, this software or these services may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of the software or services could result in decreased functionality of our products until equivalent technology is either developed by us or, if available from another provider, is identified, obtained and integrated, which could harm our business.

In addition, any errors or defects in or failures of the third-party software or services could result in errors or defects in our products or cause our products to fail, which could harm our business and be costly to correct. Many of these providers attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our customers or third-party providers that could harm our reputation and increase our operating costs.

We will need to maintain our relationships with third-party software and service providers, and to obtain software and services from such providers that do not contain any errors or defects. Any failure to do so could adversely impact our ability to deliver effective products to our customers and could harm our operating results.

If customers demand products that provide business analytics via a SaaS business model, our business could be adversely affected.

In recent years, we believe that companies have begun to expect that key software be provided through a SaaS model, and customers may eventually require that we provide our product via a SaaS deployment. SWARM is our professional services solution that provide our core capabilities as a commercial service offering. We anticipate using our current cash or future cash flows to fund further development of a SaaS version of SWARM, and we may encounter difficulties that cause our costs to exceed our current expectations. Moreover, to commercially provide this product at scale, we will need to make additional investments in related infrastructure such as server farms, data centers, network bandwidth and technical operations personnel. All of these investments will negatively affect our operating results. Even if we make these investments, we may be unsuccessful in achieving significant market acceptance of this new product. Moreover, sales of a potential future SaaS offering by our competitors could adversely

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affect sales of all of our existing products. In addition, increasing sales of our SaaS offering could cannibalize our professional services offering to our existing and prospective customers, which could negatively impact our overall sales growth. The migration of our customers to a SaaS model would also change the manner in which we recognize revenue, which could adversely affect our operating results and business

Our use of open source software could negatively affect our ability to sell our software and subject us to possible litigation.

We use open source software in our software and expect to continue to use open source software in the future. We may face claims from others claiming ownership of, or seeking to enforce the license terms applicable to such open source software, including by demanding release of the open source software, derivative works or our proprietary source code that was developed using such software. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, any of which would have a negative effect on our business and results of operations. In addition, if the license terms for the open source code change, we may be forced to re-engineer our software or incur additional costs. Finally, we cannot assure you that we have not incorporated open source software into our software in a manner that may subject our proprietary software to an open source license that requires disclosure, to customers or the public, of the source code to such proprietary software. Any such disclosure would have a negative effect on our business and the value of our software.

We may require additional capital to fund our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects.

We intend to continue to make substantial investments to fund our business and support our growth. In addition, we may require additional funds to respond to business challenges, including the need to develop new features or enhance our software, improve our operating infrastructure or acquire or develop complementary businesses and technologies. As a result, we may need to engage in equity or debt financings to provide the funds required for these and other business endeavors. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain such additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely affected. In addition, our inability to generate or obtain the financial resources needed may require us to delay, scale back, or eliminate some or all of our operations, which may have a material adverse effect on our business, operating results, financial condition and prospects.

We have significant levels of debt and rely on funding to operate.

As of December 31, 2020, our total outstanding debts were approximately $2,120,000. In addition, a large portion of the outstanding debt is owed to an entity controlled by our Chief Financial Officer. Due to operational losses, we continue to require funding from our lenders to cover operational expenses. Although we are not required to make quarterly or annual payments on the outstanding balance of our debt, interest accrues on the principal amount of such debt and the balance is required to be repaid at some point in the future. There is no guarantee that we will have sufficient funds to pay our obligations, nor is there a guarantee that our lenders will re-finance the debts or extend the maturity dates.

There is no guarantee that our lenders will continue to provide funding to us.

We may require additional capital to fund operations, finance additional acquisitions, purchase computer equipment, expand into additional markets, initiate advertising campaigns, or hire key personnel. Although we have positive working relationships with our lenders, there is no guarantee that the lenders will continue to provide funding to us. If our lenders choose not to fund the Company, then our operations may be halted, our growth may decrease, or we may need to scale back on our expenditures.

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We are operating at a loss and may incur additional losses in the future.

Our net loss for the year ended December 31, 2020 was $(1,270,650). To reach our business growth objectives, we currently expect to increase our operating, sales, and marketing expenses, as well as capital expenditures. To offset these expenses, we will need to generate additional revenue. We may not generate sufficient revenue to be profitable or be able to sustain or increase profitability on a quarterly or annual basis in the future.

We are dependent on key personnel for our operations. If those key personnel were to leave the Company, operations may suffer.

Our performance is highly dependent on the continued services of our executive officers and other key personnel, the loss of any of whom could materially adversely affect our business. In addition, we need to attract and retain other highly-skilled, technical and managerial personnel for whom there is intense competition. For example, if we are unable to hire or continually train our employees to keep pace with the rapid and continuing changes in technology and the markets we serve or changes in the types of services our clients are demanding, we may not be able to develop and deliver new services and solutions to fulfill client demand. Our inability to attract and retain qualified technical and managerial personnel could materially adversely affect our ability to maintain and grow our business significantly.

If labor costs for key personnel increase, the increase may strain cash flows further.

Competition for labor could substantially increase our labor costs. Although we seek to preserve the contractual ability to pass through increases in labor costs to our clients, not all of our current contracts provide us with this protection, and we may enter into contracts in the future which limit or prohibit our ability to pass through increases in labor costs to our clients. If we are unable to pass costs through to our clients, our financial condition may be materially affected.

We need to continue to invest in enhancements to our cloud infrastructure and if our required investments are greater than anticipated or fail to yield anticipated cost savings and performance benefits, our financial results will be negatively impacted.

We have made and will continue to make substantial investments in new equipment to support growth at our data centers, provide enhanced levels of service to our customers and reduce future costs of subscription revenues. Ongoing improvements to our cloud infrastructure may be more expensive than we anticipate and may not yield the expected savings in operating costs or the expected performance benefits. In addition, we may be required to re-invest any cost savings achieved from prior cloud infrastructure improvements in future infrastructure projects to maintain the levels of service required by our customers. We may not be able to maintain or achieve cost savings from our investments, which could harm our financial results.

Though the Company incurs significant costs while attempting to acquire other businesses, there is no guarantee that such transactions will be consummated

The Company incurs significant costs associated with both searching for companies to acquire and in closing a transaction. These costs include, but are not limited to, airfare, legal, audit and consulting fees. Because the merger/acquisition is not only dependent on both parties being dedicated to the completion of the transaction, but also the operational fit must be right, we may not close on all transactions we pursue. Incomplete transactions may result in significant capital out flows with no benefit to the Company.

We may become a party to litigation involving intellectual property rights, employment violations, breach of contract, or other lawsuit, which may place a burden on management and cash flows.

Third parties may, in the future, assert that our business, the technologies we use, or the business practices we use, infringe on their intellectual property rights or employment rights or that we are in violation of other rights or laws. Defending the Company against such actions may require significant time of management and substantial amounts of money. We cannot predict whether third parties will assert claims in the future or whether any future claims will prevent us from offering our products or services. If we are found to be in the wrong, we may be required to pay a significant amount of money which could include damages and attorneys’ fees.

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A portion of our services are provided by third parties which we do not control. Such third parties may provide poor service which may harm the relationships we have with our clients.

We currently, and may in the future, rely on third party providers to provide various portions of our service offering.  If our business relationship with a third-party provider is negatively affected, or is terminated, we might not be able to deliver the corresponding service offering to our clients, which could cause us to lose clients and future business, reducing our revenues. Any such failure on the part of the third party, may damage our reputation and otherwise result in a material adverse effect upon our business and financial condition.

We face intense competition, and may not be able to compete effectively, which would reduce demand for our products and adversely affect our business, growth, revenues and market share.

We expect competition to increase as additional established and emerging companies enter the markets in which we compete, as customer requirements evolve and as new products and technologies are introduced

Many competitors, particularly large software companies, have longer operating histories, significantly greater financial, technical, research and development, marketing, distribution, professional services or other resources and greater name recognition than we do. In addition, many competitors have strong relationships with current and potential customers, channel partners and development partners and extensive knowledge of markets in which we compete. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements, for example by devoting greater resources to the development, promotion and sale of their products than we do.

Moreover, many of these competitors may bundle their data management and analytics products into larger deals or maintenance renewals, often at significant discounts or at no charge. Increased competition may lead to price cuts, alternative pricing structures or the introduction of products available for free or a nominal price, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share. We may not be able to compete successfully against current and future competitors, and our business, operating results and financial condition will be harmed if we fail to meet these competitive pressures.

Moreover, current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others. By doing so, these competitors may increase their ability to meet the needs of customers. These relationships may limit our ability to sell or certify our products and services through specific distributors, technology providers, database companies and distribution channels and allow competitors to rapidly gain significant market share. These developments could limit our ability to obtain revenue from existing and new customers. If we are unable to compete successfully against competitors, our business, operating results and financial condition would be harmed.

We face intense competition in the business intelligence market which may lead to reduced revenue and loss of market share.

The markets for business intelligence (“BI”) software, analytical applications and information management are highly competitive and subject to rapidly changing technology and evolving standards. In addition, many companies in these markets are offering, or may soon offer, products and services that may compete with our software products.

We face competitors in several broad categories, including BI software, analytical processes, query, search and reporting tools. We compete with large technology corporations that provide one or more capabilities that are competitive with our software products, such as Amazon, IBM, Microsoft, Oracle and SAP AG, and with open source BI vendors, including Pentaho and JasperSoft. Open source software is software that is made widely available by its authors and is licensed “as is” for a nominal fee or, in some cases, at no charge. As the use of open source software becomes more widespread, certain open source technology could become competitive with our proprietary technology, which could cause sales of our products to decline or force us to reduce the fees we charge for our products. We also compete, or may increasingly in the future compete, with various independent competitors that are primarily focused on BI products, such as Birst, MicroStrategy, the SAS Institute, Tableau and TIBCO. We expect additional competition as other established and emerging companies or open source vendors enter the BI software market and new products and technologies are introduced. We expect this to be particularly true with respect to our cloud-based initiatives as we and our competitors seek to provide business analytics products based on a software-as-a-service, or SaaS, platform. This is an evolving area of business analytics solutions, and we anticipate competition to increase based on customer demand for these types of products.

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Many of our competitors have longer operating histories, significantly greater financial, technical, marketing or other resources and greater name recognition than we do. In addition, many of our competitors have strong relationships with current and potential customers and extensive knowledge of the BI industry. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products than us. Increased competition may lead to price cuts, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share. We may not be able to compete successfully against current and future competitors, and our business, operating results and financial condition will be harmed if we fail to meet these competitive pressures.

Current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others. By doing so, these competitors may increase their ability to meet the needs of our current or potential customers. Our current or prospective indirect channel partners may establish cooperative relationships with our current or future competitors. These relationships may limit our ability to sell our software products through specific distribution channels. Accordingly, new competitors or alliances among current and future competitors may emerge and rapidly gain significant market share. These developments could limit our ability to obtain revenues from new customers and to sustain maintenance revenues from our installed customer base. If we are unable to compete successfully against current and future competitors, our business, operating results and financial condition would be harmed.

We target a global marketplace and compete in a rapidly evolving and highly competitive industry which makes our future operating results difficult to predict. If we are unable to enhance products or acquire new products that respond to rapidly changing customer requirements, technological developments or evolving industry standards, our long-term revenue growth will be harmed.

We target the global business intelligence, or BI, marketplace, which is an industry characterized by rapid technological innovation, changing customer needs, substantial competition, evolving industry standards and frequent introductions of new products, enhancements and services. Any of these factors can render our existing software products and services obsolete or unmarketable. We believe that our future success will depend in large part on our ability to successfully:

● support current and future releases of popular hardware, operating systems, computer programming languages, databases and software applications

● develop new products and product enhancements that achieve market acceptance in a timely manner

● maintain technological competiveness and meet an expanding range of customer requirements.

As we encounter increasing competitive pressures, we will likely be required to modify, enhance, reposition or introduce new products and service offerings. We may not be successful in doing so in a timely, cost-effective and appropriately responsive manner, or at all, which may have an adverse effect on our business, quarterly operating results and financial condition. All of these factors make it difficult to predict our future operating results which may impair our ability to manage our business.

Our success is highly dependent on our ability to penetrate the existing market for business analytics software as well as the growth and expansion of that market.

Although the overall market for business analytics software is well-established, the market for business analytics software like ours is relatively new, rapidly evolving and unproven. Our future success will depend in large part on our ability to penetrate the existing market for business analytics software, as well as the continued growth and expansion of what we believe to be an emerging market for analytics solutions that are faster, easier to adopt, easier to use and more focused on self-service capabilities. It is difficult to predict customer adoption and renewal rates, customer demand for our products, the size, growth rate and expansion of these markets, the entry of competitive products or the success of existing competitive products. Our ability to penetrate the existing market and any expansion of the emerging market depends on a number of factors, including the cost, performance and perceived value associated with our products, as well as customers’ willingness to adopt a different approach to data analysis. Furthermore, many potential customers have made significant investments in legacy business analytics software

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systems and may be unwilling to invest in new software. If we are unable to penetrate the existing market for business analytics software, the emerging market for self-service analytics solutions fails to grow or expand, or either of these markets decreases in size, our business, results of operations and financial condition would be adversely affected.

Our financial results would suffer if the market for BI software does not continue to grow or if we are unable to further penetrate this market.

Resistance from consumer and privacy groups to increased commercial collection and use of data on spending patterns and other personal behavior and governmental restrictions on the collection and use of personal data may impair the further growth of this market, as may other developments. We cannot be sure that this market will continue to grow or, even if it does grow, that customers will purchase our software products or services. We have spent, and intend to keep spending, considerable resources to educate potential customers about BI software in general and our software products and services in particular. However, we cannot be sure that these expenditures will help our software products achieve any additional market acceptance or enable us to attract new customers or new users at existing customers. A reduction in the demand for our software products and services could be caused by, among other things, lack of customer acceptance, weakening economic conditions, competing technologies and services or decreases in software spending. If the market and our market share fail to grow or grow more slowly than we currently expect, our business, operating results and financial condition would be harmed.

A large portion of our revenue is concentrated with a small number of clients.

For the year ended December 31, 2020, three clients represented approximately 44% of our service fee revenue. Termination, reduction, or delay of our services under a contract could result from factors unrelated to our work product or the progress of the project such as factors related to business or financial conditions of the client, changes in client strategies or the domestic or global economy generally. Termination, reduction or substantial delay of services any significant client, or nonrenewal of any significant client contract, or the nonpayment of a material amount of our service fees by a significant client, could have a material adverse effect upon our business, results of operation and financial condition.

If we do not accurately price our fixed fee projects, the Company may suffer from decreased cash flows.

When making a proposal for, or managing, a fixed-price engagement, we rely on our estimates of costs and timing for delivering our services, which may be based on limited data and could be inaccurate. If we do not accurately estimate our costs and the timing for completion of a fixed-price project, the contract for such a project could prove unprofitable or yield a profit margin that is lower than expected. Losses, if any, on fixed-price contracts are recognized when the loss is determined. Any increased or unexpected costs or unanticipated delays in connection with the performance of fixed-price contracts, including delays caused by factors outside of our control, could make these contracts less profitable or unprofitable and may affect the amount of revenue, profit, and profit margin reported in any period.

Our industry is dependent on quickly evolving technologies and knowledge. If we do not maintain proper technology or knowledge, then our operations may be adversely affected.

To remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our services and the underlying network infrastructure. If we are unable to adapt to changing market conditions, client requirements or emerging industry standards, our business could be adversely affected. The internet and e-commerce environments are characterized by rapid technological change, changes in user requirements and preferences, frequent new product and service introductions embodying new technologies and the emergence of new industry standards and practices that could render our technology and systems obsolete. We must continue to address the increasingly sophisticated and varied needs of our clients and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis.

In addition, many competitors expend a considerably greater amount of funds on their research and development programs, and those that do not may be acquired by larger companies that would allocate greater resources to competitors’ research and development programs. If we fail to maintain adequate research and development resources or compete effectively with the research and development programs of competitors, our business could be harmed. Our ability to grow is also subject to the risk of future disruptive technologies. If new technologies emerge that are able to deliver business intelligence solutions at lower prices, more efficiently, more conveniently or more securely, such technologies could adversely affect our ability to compete.

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We may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business and management.

Our growth strategy is dependent on the success of our completed acquisitions and in the future we may acquire additional companies, products or technologies or enter into joint ventures or other strategic initiatives. We may not realize the anticipated benefits of these acquisitions or any other future acquisition, and any acquisition has numerous risks. These risks include the following:

· difficulty in assimilating the operations and personnel of the acquired company;

· difficulty in effectively integrating the acquired technologies or products with our current technologies;

· difficulty in maintaining controls, procedures and policies during the transition and integration;

· disruption of our ongoing business and distraction of our management and employees from other opportunities and challenges due to integration issues;

· inability to retain key technical and managerial personnel of the acquired business;

· inability to retain key customers, vendors and other business partners of the acquired business;

· inability to achieve the financial and strategic goals for the acquired and combined businesses;

· incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;

· potential failure of the due diligence processes to identify significant issues with product quality, intellectual property infringement and other legal and financial liabilities, among other things; and

· potential inability to assert that internal controls over financial reporting are effective. 

Mergers and acquisitions of companies are inherently risky and, if we do not complete the integration of acquired businesses successfully and in a timely manner, we may not realize the anticipated benefits of the acquisitions to the extent anticipated, which could adversely affect our business, financial condition or results of operations.

There is substantial doubt about our ability to continue as a going concern.

Our independent public accounting firm in their reportincluded an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. As a result, our financial statements do not reflect any adjustment which would result from our failure to continue to operate as a going concern. Any such adjustment, if necessary, would materially affect the value of our assets.

We are subject to governmental laws, regulation and other legal obligations, particularly those related to privacy, data protection and information security, and any actual or perceived failure to comply with such obligations could impair our efforts to maintain and expand our customer base, causing our growth to be limited and harming our business.

We receive, store and process personal information and other data from and about customers in addition to our employees and services providers. Also, in connection with future feature offerings, we may receive, store and process additional types of data, including personally identifiable information, related to end consumers. Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, such as the U.S. Federal Trade Commission, or FTC, and various state, local and foreign agencies. Our data handling also is subject to contractual obligations and may be deemed to be subject to industry standards, including certain industry standards that we undertake to comply with.

The U.S. federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use and storage of data relating to individuals, including the use of contact information and other data for marketing, advertising and other communications with individuals and businesses. In the United States, various laws and regulations apply to the collection, processing, disclosure, and security of certain types of data. Additionally, the FTC and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination and security of data. The laws and regulations relating to privacy and data security are evolving, can be subject to significant change and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.

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Any failure or perceived failure by us to comply with laws, regulations, policies, legal or contractual obligations, industry standards, or regulatory guidance relating to privacy, data protection, information security, marketing or consumer communications may result in governmental investigations and enforcement actions, litigation, fines and penalties or adverse publicity, and could cause our customers and partners to lose trust in us, which could have an adverse effect on our reputation and business. We expect that there will continue to be new proposed laws, regulations and industry standards relating to privacy, data protection, marketing, consumer communications and information security in the United States, the European Union and other jurisdictions, and we cannot determine the impact such future laws, regulations and standards may have on our business. Future laws, regulations, standards and other obligations or any changed interpretation of existing laws or regulations could impair our ability to develop and market new features and maintain and grow our customer base and increase revenue. Future restrictions on the collection, use, sharing or disclosure of data or additional requirements for express or implied consent of our customers, partners or end consumers for the use and disclosure of such information could require us to incur additional costs or modify our platform, possibly in a material manner, which we may be unable to achieve in a commercially reasonable manner or at all, and which could limit our ability to develop new features. If our policies, procedures, or measures relating to privacy, data protection, information security, marketing, or customer communications fail, or are perceived as failing, to comply with laws, regulations, policies, legal obligations or industry standards, we may be subject to governmental enforcement actions, litigation, regulatory investigations, fines, penalties and negative publicity and could cause our application providers, customers and partners to lose trust in us, which could materially affect our business, operating results and financial condition.

Future acquisitions may include an equity component that may dilute the positions of current stockholders.

We have traditionally used our equity to finance our acquisitions. As we search for additional companies to acquire, the components of the purchase price may include a combination of cash, debt and equity. The issuance of a substantial amount of equity may have a dilutive effect on our current shareholders upon such equity being deemed free-trading. This dilution may result in lower market prices, which may limit an investor’s ability to obtain a return on their investment.

In addition, the incurrence of debt could have a variety of negative effects, including:

· default and foreclosure on our assets if our operating revenues are insufficient to repay our debt obligations;

· acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

· our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

· our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

· increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

· limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

RISKS RELATED TO OUR COMMON STOCK

Due to the low price and volume of our stock, a shareholder may be unable to sell shares, or may lose money on their investment.

The trading price of our common stock may be subject to wide fluctuations in response to quarter-to-quarter fluctuations in operating results, announcements of material adverse events, general conditions in our industry or the public marketplace and other events or factors, including the thin trading of our common stock. In addition, stock markets have experienced extreme price and trading volume volatility in recent years. This volatility has had a substantial effect on the market prices of securities of many technology-related companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock. In addition, if our operating results differ from our announced guidance or the expectations of equity research analysts or investors, the price of our common stock could decrease significantly.

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Our principal stockholders, officers and directors own a controlling interest in its voting stock and investors have a limited voice in our management.  

Our principal stockholders, shareholders of our convertible preferred stock, officers and directors, in the aggregate, beneficially own approximately 60% of our outstanding common stock. As a result, these stockholders acting together, have the ability to control substantially all matters submitted to the Company's stockholders for approval, including the election of directors and approval of significant corporate transactions. In addition, sales of significant amounts of shares held by our principal stockholders, directors and executive officers, or the prospect of these sales, could adversely affect the market price of our common stock. Their stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company and might ultimately affect the market price of our common stock.

Our common stock is subject to the “penny stock” rules of the sec and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission (the “SEC”) has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

● that a broker or dealer approve a person's account for transactions in penny stocks; and

● the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

● obtain financial information and investment experience objectives of the person; and

● make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which:

● sets forth the basis on which the broker or dealer made the suitability determination; and

● that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock

We have never paid dividends and have no plans to pay dividends in the future. As a result, our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates.

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our Board of Directors. To date, we have paid no cash dividends and we do not expect to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in will be in the form of appreciation, if any, in the market value of our shares of common stock. There can be no assurance that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

There is a limited trading market for our common stock, and investors may find it difficult to buy and sell our shares.

Our common stock is not listed on any national securities exchange. Accordingly, investors may find it more difficult to buy and sell our shares than if our common stock was traded on an exchange. Although our common stock is quoted on the OTC Pink, it is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the Nasdaq Capital Market or other national securities exchange. Further, there is limited trading volume in our common stock, and any significant trading volume in our common stock may not be sustained. These factors may have an adverse impact on the trading and price of our common stock.

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We have a substantial number of convertible securities outstanding. The exercise of our outstanding warrants/options and conversion of our outstanding convertible notes can have a dilutive effect on our common stock.

We have a substantial number of convertible securities outstanding. The exercise of our outstanding options and conversion of our outstanding convertible notes and convertible preferred stock can have a dilutive effect on our common stock. As of December 31, 2020, we had (i) outstanding options to purchase approximately 430 million shares of our common stock at a weighted average exercise price of $0.008 per share, (ii) outstanding convertible notes that, upon conversion without regard to any beneficial ownership limitations, would provide note holders with an aggregate of 18 million shares of our common stock; and (iii) outstanding shares of our Series, A, B C, D, E, and G Preferred Stock that, upon conversion without regard to any beneficial ownership limitations or advance conversion notice, would provide the holders with an aggregate of 1.077 billion shares of our common stock. The issuance of shares of common stock upon exercise of outstanding options or conversion of outstanding convertible notes and preferred stock could result in substantial dilution to our stockholders, which may have a negative effect on the price of our common stock.

ITEM 2. PROPERTIES

On August 1, 2017, the Company signed a lease for approximately 8,290 square feet at 321 Sixth Street, San Antonio, TX 78215, for $9,800 per month, expiring July 31, 2022. This office space is used by all employees in San Antonio, TX.

ITEM 3. LEGAL PROCEEDINGS

The Company may be involved in legal actions and claims arising in the ordinary course of business from time to time in the future. However, at this time there are no current legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is the subject that is material.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

The Company’s common stock trades on the OTC Pink under the symbol “CLWD”.

As of December 31, 2020, there were approximately 2,000 holders of the Company’s common stock, not including shares held in “street name” in brokerage accounts, which are unknown.

Dividends

The Company has not declared or paid any cash dividends on its common stock and does not anticipate paying dividends for the foreseeable future.

Equity Compensation Plan Information

On December 4, 2020, the Company adopted the CloudCommerce, Inc. 2020 Equity Incentive Plan (the “Stock Plan”). The Stock Plan will be used as incentive for directors, executive officers, and employees of and key consultants to the Company. Pursuant to the Stock Plan, the Company may issue 200,000,000 shares of common stock. The plan is administered by the Company’s Board of Directors. The Company has from time to time issued non-qualified stock options to its officers and directors as set forth below.

On August 13, 2012, we granted nonqualified stock options to purchase up to 2,500,000, 5,000,000 and 5,000,000 shares of our common stock to Greg Boden, our Chief Financial Officer, Andrew Van Noy, our Chief Executive Officer and Zachary Bartlett, our Vice President of Communications, respectively, in consideration for services. The stock options are exercisable at a price of $0.0053 per share for a period of seven years from the date of grant and vest at a rate of 1/36 per month commencing on the date of grant until all of the options are vested.

On February 3, 2015, we granted nonqualified stock options to purchase up to 30,000,000, 20,000,000,

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10,000,000 and 3,000,000 shares of our common stock to Andrew Van Noy, our Chief Executive Officer, Zachary Bartlett, our Vice President of Communications, Greg Boden, our Chief Financial Officer and three employees, respectively, in consideration for services. The stock options are exercisable at a price of $0.0131 per share for a period of seven years from the date of grant and vest at a rate of 1/36 per month commencing on the date of grant until all of the options are vested. During the third quarter of the year ended June 30, 2016, three employees separated from the Company and during the fourth quarter their 3,000,000 options were unexercised and expired.

On March 20, 2015, we granted nonqualified stock options to purchase up to 15,000,000 shares of our common stock to Andrew Van Noy, our Chief Executive Officer, in consideration for services. The stock options are exercisable at a price of $0.013 per share for a period of seven years from the date of grant and vest at a rate of 1/36 per month commencing on the date of grant until all of the options are vested.

On August 25, 2015, we granted nonqualified stock options to purchase up to 20,000,000, 10,000,000 and 5,000,000 shares of our common stock to Andrew Van Noy, our Chief Executive Officer, Zachary Bartlett, our Vice President of Communications, and Greg Boden, our Chief Financial Officer, respectively, in consideration for services. The stock options are exercisable at a price of $0.015 per share for a period of seven years from the date of grant and vest at a rate of 1/36 per month commencing on the date of grant until all of the options are vested.

On August 1, 2017, we granted non-qualified stock options to purchase up to 10,000,000 shares of our common stock to a key employee, at a price of $0.01 per share. The stock options vest equally over a period of 36 months and expire August 1, 2022. On September 30, 2018, the employee exercised, on a cashless basis, 3,324,201 options, resulting in 1,233,509 shares of common stock.

On September 18, 2017, we granted non-qualified stock options to purchase up to 1,800,000 shares of our common stock to three key employees, at a price of $0.05 per share. The stock options vest equally over a period of 36 months and expire September 18, 2022. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the company upon exercise. During the year ended December 31, 2019, two of the employees who held 1,200,000 options, collectively, left the company and the options were forfeited, and during the period ended June 30, 2020, a key employee who held 600,000 options left the Company and the options were forfeited.

On January 3, 2018, we granted non-qualified stock options to purchase up to 20,000,000 shares of our common stock to a key employee, at a price of $0.04 per share. During the year ended December 31, 2020, the key employee left the Company and the options were forfeited.

On January 17, 2020, we granted non-qualified stock options to purchase up to 283,000,000 shares of our common stock to ten key employees and nine directors, at an exercise price of $0.0019 per share. The stock options vest equally over a period of 36 months and expire January 17, 2025. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 17, 2021.

On June 2, 2020, we granted non-qualified stock options to purchase up to 17,000,000 shares of our common stock to a director, at an exercise price of $0.0018 per share. The stock options vest equally over a period of 36 months and expire June 2, 2025. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after June 2, 2021.

The following table provides equity compensation plan information as of December 31, 2020:

Plan category	Number of securities to be issued upon exercise of outstanding options (a)		Weighted-average exercise price of outstanding options (b)		Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plan’s approved by security holders		—	$	—		—
Equity compensation plans not approved by security holders		—		—		200,000,000
Total		—	$			200,000,000

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Recent Sales of Unregistered Securities

There were no sales of unregistered securities during the fiscal year ended December 31, 2020 other than those transactions previously reported to the SEC on our quarterly reports on Form 10-Q and current reports on Form 8-K.

ITEM 6. RESERVED.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following Management’s Discussion and Analysis should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere herein. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this annual report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors including, but not limited to, those noted under “Risk Factors” of the reports filed with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this annual report on Form 10-K.

Overview

CloudCommerce, Inc. (“CloudCommerce,” “we,” “us,” “our,” or the “Company”) is a leading provider of digital advertising solutions. Our flagship solution, SWARM, analyzes a robust mix of audience data to help businesses find who to talk to, what to say to them, and how to market to them. We do this by applying advanced data science, behavioral science, artificial intelligence, and market research techniques to discover, develop and create custom audiences for highly targeted digital marketing campaigns. CloudCommerce was Ranked Number 300^th Fastest Growing Company in North America on Deloitte’s 2020 Technology Fast 500™.

Core Services

CloudCommerce can deliver end-to-end marketing solutions through a range of services and capabilities. SWARM implementations can include some or all of these capabilities.

We believe our products and services allow our clients to lower costs and focus on promoting and marketing their brand, product line and website while leveraging the investments we have made in technology and infrastructure to operate a dynamic digital presence.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the estimated recoverable amounts of trade accounts receivable, impairment of long-lived assets, revenue recognition, and deferred tax assets. We believe the following critical accounting policies require more significant judgment and estimates used in the preparation of the financial statements.

Among the significant judgments made by management in the preparation of our financial statements are the following:

Revenue Recognition

On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning

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after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The adoption of ASC 606 did not have a material impact on the Company’s Consolidated Financial Statements. See footnote 3 for a disclosure of our use of estimates and judgement, as it relates to revenue recognition.

Included in revenue are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review of ASC 606-10-55-39, that the amounts classified as reimbursable costs should be recorded as gross, due to the following factors:

● The Company is primarily in control of the inputs of the project and responsible for the completion of the client contract;

● We have discretion in establishing price; and

● We have discretion in supplier selection.

Accounts Receivable

The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contracted terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balances of the allowance account at December 31, 2020 and December 31, 2019 were $742 and $118,589 respectively.

On November 30, 2016, CLWD Operations entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility in amounts up to a total of $400,000. The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000. On November 30, 2017, the agreement auto renewed for another twelve months. The proceeds from the facility are determined by the amounts we invoice our customers. We record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender has a first priority security interest in CLWD Operations’ assets, and therefore, we will require such third-party lender’s written consent to obligate CLWD Operations’ further or pledge its assets against additional borrowing facilities. Because of this position, it may be difficult for CLWD Operations to secure additional secured borrowing facilities. The cost of this secured borrowing facility is 0.05% of the daily balance. As of December 31, 2020, the balance due from this arrangement was $379,797.

On October 19, 2017, Parscale Digital entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility in amounts up to a total of $500,000. The proceeds from the facility are determined by the amounts we invoice our customers. The Company evaluated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. We record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented as a “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender has a first priority security interest in the Parscale Digital, and will, therefore, we will require such third-party lender’s written consent to obligate Parscale Digital further or pledge its assets against additional borrowing facilities. Because of this position, it may be difficult for the Company to secure additional secured borrowing facilities. The cost of this secured borrowing facility is 0.05% of the daily balance. On April 12, 2018, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $250,000, to a total of $750,000. This borrowing facility had an expiration date of November 11, 2020 and was not renewed. As of December 31, 2020, the balance due from this arrangement was zero.

On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into 12-month agreements wherein amounts due from our customers were pledged to a third-party, in exchange for borrowing facilities in amounts up to a total of $150,000, $150,000 and $600,000, respectively. The proceeds from the facility are determined by the amounts we invoice our customers. We evaluated these facilities in accordance with ASC 860, classifying as

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secured borrowing arrangements. We record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of these facilities, the third-party lender has a first priority security interest in the respective entities, and will, therefore, we will require such third-party lender’s written consent to obligate the entities further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for the entities to secure additional secured borrowing facilities. The cost of this secured borrowing facilities is 0.056%, 0.056% and 0.049%, respectively, of the daily balance. As of August 22, 2020, these three borrowing facilities had expired and were not renewed. As of December 31, 2020, the combined balance due from these arrangements was zero.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions.

Business Combinations 

The application of business combination accounting requires use of significant estimates and assumptions. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Indefinite Lived Intangibles and Goodwill Assets 

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2020 and determined that the fair value of the intangible assets and goodwill of WebTegrity did exceed the respective carrying values.

The impairment test conducted by the Company includes an assessment of whether events occurred that may have resulted in impairment of goodwill and intangible assets. Because it was determined that events had occurred which effected the fair value of goodwill and intangible assets, the Company conducted the two-step approach to determine the fair value and required adjustment. The steps are as follows:

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1. Based on the totality of qualitative factors, determine whether the carrying amount of the intangible asset may not be recoverable. Qualitative factors and key assumptions reviewed include the following:

● Increases in costs, such as labor, materials or other costs that could negatively affect future cash flows. The Company assumed that costs associated with labor, materials, and other costs should be consistent with fair market levels. If the costs were materially higher than fair market levels, then such costs may adversely affect the future cash flows of the Company or reporting units.

● Financial performance, such as negative or declining cash flows, or reductions in revenue may adversely affect recoverability of the recorded value of the intangible assets. During our analysis, the Company assumes that revenues should remain relatively consistent or show gradual growth month-to-month and quarter-to-quarter. If we report revenue declines, instead of increases or flat levels, then such condition may adversely affect the future cash flows of the Company or reporting units.

● Legal, regulatory, contractual, political, business or other factors that could affect future cash flows. During our analysis, the Company assumes that the legal, regulatory, political or business conditions should remain consistent, without placing material pressure on the Company or any of its reporting units. If such conditions were to become materially different than what has been experienced historically, then such conditions may adversely affect the future cash flows of the Company or reporting units.

● Entity-specific events such as losses of management, key personnel, or customers, may adversely affect future cash flows. During our analysis, the Company assumes that members of management, key personnel, and customers will remain consistent period-over-period. If not effectively replaced, the loss of members of management and key employees could adversely affect operations, culture, morale and overall success of the company. In addition, if material revenue from key customers is lost and not replaced, then future cash flows will be adversely affected.

● Industry or market considerations, such as competition, changes in the market, changes in customer dependence on our service offering, or obsolescence could adversely affect the Company or its reporting units. We understand that the market we serve are constantly changing, requiring us to change with it. During our analysis, we assume that we will address new opportunities in service offering and industries served. If we do not make such changes, then we may experience declines in revenue and cash flow, making it difficult to re-capture market share.

● Macroeconomic conditions such as deterioration in general economic conditions or limitations on accessing capital could adversely affect the Company. During our analysis, we acknowledge that macroeconomic factors, such as the economy, may affect our business plan because our customers may reduce budgets for our services. If there are material declines in the economy, which lead to reductions in revenue then such conditions may adversely affect the Company.

2. Compare the carrying amount of the intangible asset to the fair value.

3. If the carrying amount is greater than the fair value, then the carrying amount is reduced to reflect fair value.

In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2019 and determined there was impairment of indefinite lived intangibles and goodwill from our Parscale Media and Parscale Creative acquisitions, but not WebTegrity. Accordingly, all

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intangible assets and goodwill related to the Parscale Media and Parscale Creative acquisitions have been written off, amounting to $744,444 for Parscale Media and $6,016,323 for Parscale Creative. This amount reduced the consolidated balances of Parscale Digital, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2019. An impairment assessment was also conducted during the year ended December 31, 2020 related to the WebTegrity acquisition and determined that impairment of indefinite lived intangibles and goodwill was necessary. Accordingly, all intangible assets and goodwill related to the WebTegrity acquisition have been written off, amounting to $560,000. This amount reduced the consolidated balances of WebTegrity, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2020. At the time of the impairment analysis, the remaining prior year balance of the Customer List ($71,606) had already been expensed throughout the year ended December 31, 2020.

Goodwill and Intangible assets are comprised of the following, presented as net of amortization:

	December 31, 2020
	Parscale Digital		WebTegrity		CloudCommerce		Total
Customer list	$	—	$	—	$	—	$	—
Non-compete agreement		—		—		—		—
Domain name and trademark		—		—		26,582		26,582
Brand name		—		—		—		—
Goodwill		—		—		—		—
Total	$	—	$	—	$	26,582	$	26,582

	December 31, 2019
	Parscale Digital		WebTegrity		CloudCommerce		Total
Customer list	$	—	$	71,606	$	—	$	71,606
Non-compete agreement		—		—		—		—
Domain name and trademark		—		—		27,271		27,271
Brand name		—		130,000		—		130,000
Goodwill		—		430,000		—		430,000
Total	$	—	$	631,606	$	27,271	$	658,877

Fair value of financial instruments

The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of December 31, 2020, and 2019, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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Off-Balance Sheet Arrangements

Our significant off-balance sheet transactions include commitments associated with non-cancelable operating leases, which includes office leases for the Company in San Antonio, TX. See footnote 14 for disclosure of operating leases.

Recent Accounting Pronouncements

Management reviewed accounting pronouncements issued during the year ended December 31, 2020, and the following pronouncement was adopted during the period.

In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative assessment. Instead, under this pronouncement, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment change for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects will be considered, if applicable. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Due to the limited amount of goodwill and intangible assets recorded at December 31, 2020, the impact of this ASU on its consolidated financial statements and related disclosures was immaterial.

Management reviewed accounting pronouncements issued during the year ended December 31, 2019, and the following pronouncements were adopted during the period.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASC 842”). Under ASC 842, lessees are recognized as a right-of-use asset and a lease liability for all leases, other than those that meet the definition of a short-term lease. For income statement purposes, leases are classified as either operating or finance. Operating leases are expensed on a straight-line basis, similar to current operating leases, while finance leases result in a front-loaded pattern, similar to current capital leases. The Company adopted ASC 842 effective January 1, 2019 and elected certain available transitional practical expedients.

Results of Operations for the Year Ended December 31, 2020, compared to the Year Ended December 31, 2019.

REVENUE

Total revenue for the year ended December 31, 2020 increased by $495,815 to $9,742,278, compared to $9,246,463 for the year ended December 31, 2019.  The increase was primarily due to demand for our digital marketing services.

COST OF REVENUE

Cost of revenue for the year ended December 31, 2020 decreased by $1,448,724 to $6,382,601, compared to $7,831,325 for the year ended December 31, 2019. The decrease was primarily due to the reduction of headcount from 49 in the prior year to 31 in the current year and the corresponding reduction of salary expense.

SALARIES AND OUTSIDE SERVICES

Salaries and outside services for the year ended December 31, 2020 increased by $1,214,520 to $2,473,716, compared to $1,259,196 for the year ended December 31, 2019.  The increase was primarily due to increases of salary expense of non-cost of revenue employees and payments to contractors.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

SG&A expenses for the year ended December 31, 2020 increase by $220,817 to $1,649,425 compared to $1,428,608 for the year ended December 31, 2019. The increase was primarily due to an increase in advertising and insurance expenses.

LOSS ON IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS

Loss on impairment of goodwill and intangible assets for the year ended December 31, 2020 decreased by $6,200,767 to $560,000, compared to $6,760,767 for the year ended December 31, 2019. The decrease was due to

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the impairment and write off of the goodwill and intangible assets from the Parscale Creative and Parscale Media acquisitions in the prior year being larger than the write-off of the WebTegrity acquisition during the current year.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expenses for the year ended December 31, 2020 decreased by $906,185 to $113,287, compared to $1,019,472 for the year ended December 31, 2019. The decrease was primarily due to the reduction of intangible assets to be amortized in the current year, as a result of a prior year impairment of those intangible assets.

OTHER INCOME AND EXPENSE

Total net other income/expense for the year ended December 31, 2020 increased by $1,236,576 to net other income of $166,101 compared to net other expense of $1,070,475 for the year ended December 31, 2019. The increase in net other income was primarily due to the gain recorded for the forgiveness of the Small Business Administration Paycheck Protection Program (the “PPP Program”) loan, derivative gains and a reduction of interest.

NET LOSS

The net loss for the year ended December 31, 2020 was $1,270,650, compared to the net loss of $10,123,380 for the year ended December 31, 2019.  The decrease in net loss for the period was primarily due to increases in third party revenue and decreases in cost of revenue, impairment loss, amortization and interest, partially offset by increases in salaries and SG&A expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a net working capital deficit (i.e. the difference between current assets and current liabilities) of ($4,784,105) at December 31, 2020 compared to a net working capital deficit of ($5,935,500) at fiscal year ended December 31, 2019.  

Cash flow used in operating activities was $1,812,623 for the year ended December 31, 2020, compared to cash flow provided by operating activities of $133,886 for the year ended December 31, 2019. The increase in cash flow used in operating activities of $1,946,509 was primarily due to reductions in customer deposits, accounts payable and loss on impairment of goodwill and intangible assets, partially offset by a reduction in net loss and increase in accounts receivable.

Cash flow used in investing activities was $5,253 for the year ended December 31, 2020, compared to cash flow used in investing activities of $2,104 for the year ended December 31, 2019.  The increase in cash flow used in investing activities of $3,149 was primarily due to the purchase of computers.

Cash flow provided by financing activities was $1,009,086 for the year ended December 31, 2020, compared to cash flow provided by financing activities of $571,234 for the year ended December 31, 2019.   The increase in cash flow provided by financing activities of $437,852 was due to increase of borrowings, partially offset by debt repayments.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

The financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the years ended December 31, 2020 and 2019 expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon, among other things, additional cash infusion. Management believes the existing shareholders, the prospective new investors and future revenue will provide the additional cash needed to meet our obligations as they become due, and will allow the development of our core business operations.

As a result of the recent economic recession, and the continuing economic uncertainty, it has been difficult for companies to obtain equity or debt financing. While the credit markets have improved over the last year, it remains difficult for smaller companies to obtain financing on reasonable terms.

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Any additional capital raised through the sale of equity or equity-backed securities may dilute current stockholders’ ownership percentages and could also result in a decrease in the fair market value of our equity securities. The terms of the securities issued by us in future capital transactions may be more favorable to new investors and may include preferences, superior voting rights and the issuance of warrants or other derivative securities which may have a further dilutive effect.

Furthermore, any additional debt or equity or other financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain required additional capital, we may have to curtail our growth plans or cut back on existing business. Further, we may not be able to continue operations if we do not generate sufficient revenues from operations.

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our reported financial results.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF CLOUDCOMMERCE, INC.

CLOUDCOMMERCE, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND DECEMBER 31, 2019

CONTENTS

	PAGE
Report of Independent Registered Public Accounting Firm	32
Consolidated Balance Sheets	34
Consolidated Statements of Operations	35
Consolidated Statements of Shareholders’ Equity (Deficit)	36
Consolidated Statements of Cash Flows	37
Notes to Consolidated Financial Statements	38-73

31 

Report of Independent Registered Public Accounting Firm

To the Board of Directors and
Stockholders of CloudCommerce, Inc. and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying balance sheets of CloudCommerce, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

As discussed in Note 2, the Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company offers customers the ability to acquire multiple services. Significant judgment is exercised by the Company in determining revenue recognition for these customer agreements. Given these factors and due to the volume of transactions, the related audit effort in evaluating management's judgments in determining revenue recognition for these customer agreements was extensive and required a high degree of auditor judgment.

We tested the Company’s calculation of purchase price allocation and other variables that impact revenue recognition.

32 

Convertible Notes Payable and Derivative Liabilities

As discussed in Note 10, the Company borrows funds through the use of convertible notes payable that contain a conversion price that may be fixed or fluctuates with the stock price. Due to the fluctuation of the conversion price, the embedded conversion feature requires bifurcation from the host contract and is recorded as a liability subject to market adjustments as of each reporting period. Significant judgment is exercised by the Company in determining derivative liability values for these convertible note agreements, including the use of a specialist engaged by management.

We evaluated management’s conclusions regarding their derivative liability and reviewed support for the significant inputs used in the valuation model, as well as assessing the model for reasonableness.

Going Concern

As discussed in Note 1, the Company had a going concern due to a working capital deficiency and stockholders’ deficiency. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which are difficult to substantiate.

We evaluated the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2018.

Houston, Texas

March 15, 2021

33 

CLOUDCOMMERCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2020			December 31, 2019
ASSETS
CURRENT ASSETS
Cash	$	10,538		$	819,328
Accounts receivable, net		343,359			854,650
Accounts receivable, net - related party		—			2,876
Costs in excess of billings		—			21,606
Prepaid and other current Assets		30,430			26,849
TOTAL CURRENT ASSETS		384,327			1,725,309
PROPERTY & EQUIPMENT, net		55,682			91,422
RIGHT-OF-USE ASSETS		171,549			266,758
OTHER ASSETS
Lease deposit		9,800			9,800
Goodwill and other intangible assets, net		26,582			658,877
TOTAL OTHER ASSETS		36,382			668,677
TOTAL ASSETS	$	647,940		$	2,752,166
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	1,575,880		$	1,868,329
Accounts payable, related party		10,517			41,738
Accrued expenses		648,273			569,168
Operating lease liability		171,548			266,758
Lines of credit		379,797			476,962
Deferred revenue and customer deposit		841,290			2,080,762
Convertible notes and interest payable, current, net		183,884			468,145
Derivative Liability		—			342,850
Finance lease obligation, current		—			20,654
Notes payable		565,008			506,919
Notes payable, related parties		792,235			1,018,524
TOTAL CURRENT LIABILITIES		5,168,432			7,660,809
LONG TERM LIABILITIES
Accrued expenses, long term		195,553			199,403
TOTAL LONG TERM LIABILITIES		195,553			199,403
TOTAL LIABILITIES		5,363,985			7,860,212
COMMITMENTS AND CONTINGENCIES (see Note 14)
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value;
5,000,000 Authorized shares:
Series A Preferred stock; 10,000 authorized, 10,000 shaes issued and outstanding;		10			10
Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding;		18			18
Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding;		14			14
Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding;		90			90
Series E Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding;		10			10
Series F Preferred stock; 800,000 authorized, 2,413 shares issued and outstanding;		2			—
Series G Preferred stock; 2,600 authorized, 2,597 shares issued and outstanding;		3			—
Common stock, $0.001 par value;
2,000,000,000 authorized shares; 683,940,104 and 419,638,507 shares
issued and outstanding, respectively		683,949			419,648
Additional paid in capital		31,486,837			30,088,492
Accumulated deficit		(36,886,978	)		(35,616,328	)
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)		(4,716,045	)		(5,108,046	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	647,940		$	2,752,166

The accompanying notes are an integral part of these consolidated financial statements.

34 

CLOUDCOMMERCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	Year Ended
	December 31, 2020			December 31, 2019
REVENUE	$	9,738,638		$	8,978,888
REVENUE - related party	$	3,640			267,575
TOTAL REVENUE		9,742,278			9,246,463
COST OF REVENUE		6,382,601			7,831,325
Gross Profit		3,359,677			1,415,138
OPERATING EXPENSES
Salaries and outside services		2,473,716			1,259,196
Selling, general and administrative expenses		1,649,425			1,428,608
Loss on impairment of Goodwill and Intangible Assets		560,000			6,760,767
Depreciation and amortization		113,287			1,019,472
TOTAL OPERATING EXPENSES		4,796,428			10,468,043
LOSS FROM OPERATIONS BEFORE OTHER INCOME AND TAXES		(1,436,751	)		(9,052,905	)
OTHER INCOME (EXPENSE)
Gain (loss) on sale of fixed assets		—			(6,452	)
Gain (loss) on extinguishment of debt		28,971			6,076
Gain (loss) forgiveness of PPP Loan		780,680			—
Gain (loss) on changes in derivative liability		131,018			(56,923	)
Interest expense		(774,568	)		(1,013,176	)
TOTAL OTHER INCOME (EXPENSE)		166,101			(1,070,475	)
LOSS FROM OPERATIONS BEFORE PROVISION FOR TAXES		(1,270,650	)		(10,123,380	)
PROVISION (BENEFIT) FOR INCOME TAXES		—			—
NET LOSS		(1,270,650	)		(10,123,380	)
PREFERRED DIVIDENDS		111,172			163,000
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(1,381,822	)	$	(10,286,380	)
NET LOSS PER SHARE
BASIC	$	(0.00	)	$	(0.06	)
DILUTED	$	(0.00	)	$	(0.06	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC		579,856,451			166,055,556
DILUTED		579,856,451			166,055,556

The accompanying notes are an integral part of these consolidated financial statements.

35 

CLOUDCOMMERCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

										Additional
	Preferred Stock				Common Stock					Paid-in			Accumulated
	Shares		Amount		Shares			Amount		Capital			Deficit			Total
Balance, December 31, 2018		142,450	$	142		137,512,588		$	137,513	$	29,532,735		$	(25,492,948	)	$	4,177,442
Conversion of convertible note		—		—		282,134,319			282,135		39,129			—			321,264
Share Relinquishment		—		—		(8,400	)				—			—			—
Series A preferred stock dividend declared ($8.00 per share)		—		—		—			—		(80,000	)		—			(80,000	)
Series D preferred stock dividend declared ($0.92 per share)		—		—		—			—		(83,000	)		—			(83,000	)
Stock based compensation		—		—		—			—		324,959			—			324,959
Warrant issuance		—		—		—			—		67,000			—			67,000
Discount on note		—		—		—			—		287,669			—			287,669
Net loss		—		—		—			—		—			(10,123,380	)		(10,123,380	)
Balance, December 31, 2019		142,450	$	142		419,638,507		$	419,648	$	30,088,492		$	(35,616,328	)	$	(5,108,046	)
Conversion of convertible note		—		—		226,300,034			226,299		65,641			—			291,940
Stock issuances to lenders		—		—		38,001,563			38,002		296,375			—			334,377
Exchange debt-for-equity		2,597		3		—			—		259,695			—			259,698
Series A preferred stock dividend declared ($8.00 per share)		—		—		—			—		(80,000	)		—			(80,000	)
Series D preferred stock dividend declared ($0.30 per share)		—		—		—			—		(26,792	)		—			(26,792	)
Series F preferred stock dividend declared ($1.82 per share)		—		—		—			—		(4,380	)		—			(4,380	)
Stock based compensation		—		—		—			—		390,035			—			390,035
Derivative settlement		—		—		—			—		339,105			—			339,105
Warrant Issuance		—		—		—			—		98,343						98,343
Other - RegA Investor Funds		2,413		2		—			—		60,323			—			60,325
Net loss		—		—		—			—		—			(1,270,650	)		(1,270,650	)
Balance, December 31, 2020		147,460	$	147		683,940,104		$	683,949	$	31,486,837		$	(36,886,978	)	$	(4,716,045	)

The accompanying notes are an integral part of these consolidated financial statements.

36 

CLOUDCOMMERCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended
	December 31, 2020			December 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,270,650	)	$	(10,123,380	)
Adjustment to reconcile net loss to net cash
(used in) operating activities
Bad debt expense		16,868			114,748
Depreciation and amortization		113,287			1,019,472
Loss on sale of fixed assets		—			6,452
Loss on impairment of goodwill & intangibles		560,000			6,760,767
Gain on forgiveness of PPP loan		(780,680	)		—
Non-cash compensation expense		390,035			391,959
Non-cash service expense		98,343			—
Amortization of Debt Discount		270,607			60,274
(Gain)/loss on derivative liability valuation		(131,018	)		56,923
Derivative expense		—			493,700
Change in assets and liabilities:
(Increase) Decrease in:
Accounts receivable		497,299			30,182
Prepaid expenses and other assets		(3,581	)		47,435
Costs in excess of billings		21,606			77,411
Lease deposit		—			4,000
Accounts payable		(323,670	)		290,952
Accrued expenses		(31,597	)		(96,201	)
Customer Deposits		(1,239,472	)		1,326,904
Deferred income		—			(327,712	)
NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES		(1,812,623	)		133,886
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for purchase of fixed assets		(5,253	)		(2,104	)
NET CASH USED IN INVESTING ACTIVITIES		(5,253	)		(2,104	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligation		(20,654	)		(34,038	)
Payment of dividend		(23,452	)		(24,142	)
Proceeds on line of credit, net		60,106			(97,005	)
Proceeds from issuance of notes, related party					53,500
Proceeds from issuance of preferred stock		60,325
Principal payments on debt, third party		(91,000	)		—
Proceeds from issuance of notes payable		1,530,680			541,000
Principal payments on term loan		(506,919	)		(493,081	)
Proceeds from issuance of term loan		—			625,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,009,086			571,234
NET INCREASE / (DECREASE) IN CASH		(808,790	)		703,016
CASH, BEGINNING OF PERIOD		819,328			116,312
CASH, END OF PERIOD	$	10,538		$	819,328
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	285,293		$	123,223
Taxes paid	$	—		$	—
Non-cash financing activities:
Conversion of notes payable to common stock	$	291,940		$	321,265
Exchange of Debt-to-Equity (Preferred)	$	259,698		$	—
Derivative settlement	$	339,105		$	287,668
Shares issued to lenders	$	334,377		$	—
Right of use assets	$	95,209		$	398,506
Derivative discount	$	127,273		$	467,019

The accompanying notes are an integral part of these consolidated financial statements. 

37 

1. ORGANIZATION AND LINE OF BUSINESS

Organization

CloudCommerce, Inc. (“we”, “us”, “our” or the “Company”) is a Nevada corporation formerly known as Warp 9, Inc., Roaming Messenger, Inc., and Latinocare Management Corporation (“LMC”). On July 9, 2015, we changed the name of the Company from Warp 9, Inc. to CloudCommerce, Inc. to reflect a new plan of strategically acquiring profitable data driven marketing solutions providers with strong management teams. The Company, based in San Antonio, Texas, began operations on October 1, 1999. We develop solutions that help our clients acquire, engage, and retain their customers by leveraging cutting edge digital strategies and technologies. We focus intently on using data analytics to drive the creation of great user experiences and effective digital marketing 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 can help us achieve this vision.  The Company has six subsidiaries, CLWD Operations, Inc. (formerly Indaba Group, Inc.), Parscale Digital, Inc., which merged with Parscale Creative, Inc., as a result of an acquisition dated August 1, 2017, WebTegrity, LLC (“WebTegrity”), which was acquired November 15, 2017, Data Propria, Inc., which the Company launched February 1, 2018, Giles Design Bureau, Inc., which spun out from Parscale Digital in May, 2018, and aiAdvertising, Inc., which was formed January 14, 2021. The Company focuses on four main areas, data analytics, digital marketing, branding and creative services, and web development.

Data Propria – Data Analytics

To deliver the highest Return on Investment (“ROI”) for our customer’s digital marketing campaign, we utilize sophisticated data science to identify the correct universes to target relevant audiences. Our ability to understand and translate data drives every decision we make. By listening to and analyzing our customers’ data we are able to make informed decisions that positively impact our customers’ business. We leverage industry-best tools to aggregate and visualize data across multiple sources, and then our data and behavioral scientists segment and model that data to be deployed in targeted marketing campaigns. We have data analytics expertise in retail, wholesale, distribution, logistics, manufacturing, political, and several other industries.

Parscale Digital – Digital Marketing

We help our customers get their message out, educate their market and tell their story. We do so creatively and effectively by deploying powerful call-to-action digital campaigns with national reach and boosting exposure and validation with coordinated advertising in print media. Our fully-developed marketing plans are founded on sound research methodologies, brand audits and exploration of the competitive landscape. Whether our customer is a challenger brand, a political candidate, or a well-known household name, our strategists are skillful at leveraging data and creating campaigns that move people to make decisions.

Giles Design Bureau – Branding and Creative Services

We approach branding from a “big picture” perspective, establishing a strong identity and then building on that to develop a comprehensive branding program that tells our customer’s story, articulates what sets our customer apart from their competitors and establishes our customer in their market.

WebTegrity – Development and Managed Infrastructure Support

Commerce-focused, user-friendly digital websites and apps elevates our customer’s marketing position and draw consumers to their products and services. Our platform-agnostic approach allows us to architect and build solutions that are the best fit for each customer. Once the digital properties are built, our experts will help manage and protect the website or app and provide the expertise needed to scale the infrastructure needed as our customer’s business grows.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business.  The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern.  As of December 31, 2020, the Company had negative working capital of $4,784,105 and has historically reported net losses, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern.  The ability

38 

of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion. The Company has obtained funds from its lenders and investors since its inception through December 31, 2020. It is management’s plan to generate additional working capital from increasing sales from the Company’s service offerings, in addition to acquiring profitable service providers.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of CloudCommerce is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

The Consolidated Financial Statements include the Company and its wholly owned subsidiaries CLWD Operations, Inc (“CLWD Operations”), formerly Indaba Group, Inc, a Delaware corporation, Parscale Digital, Inc., a Nevada corporation (“Parscale Digital”), WebTegrity, Inc., a Nevada corporation, Data Propria, Inc., a Nevada corporation, and Giles Design Bureau, Inc., a Nevada corporation. All significant inter-company transactions are eliminated in consolidation of the financial statements.

Reclassifications

Certain prior periods have been recast to reflect current period presentation. During the year ended December 31, 2020 we began to recognize cost of revenue in the statement of operation. All prior periods have been recast to reflect this change.

Accounts Receivable

The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contracted terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balance of the allowance account at December 31, 2020 and December 31, 2019 are $742 and $118,589, respectively. During the years ended December 31, 2020 and December 31, 2019, we included $16,868 and $114,748, respectively, in expense related to balances that were written off as bad debt.

On November 30, 2016, the Company entered into an agreement whereby accounts receivable amounts due from our customers to CLWD Operations were pledged to a third party. Under the terms of the agreement, the Company may receive advances in amounts up to $400,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On March 23, 2017, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $100,000, to a total of $500,000. As of December 31, 2020, the balance due from this arrangement was $379,797.

On October 19, 2017, the Company entered into an agreement whereby accounts receivable amounts due from our customers to Parscale Digital were pledged to a third party. Under the terms of the agreement, the Company may receive advances in amounts up to $500,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On April 12, 2018, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $250,000, to a total of $750,000. This borrowing facility had an expiration date of November 11, 2020 and was not renewed. As of December 31, 2020, the balance due from this arrangement was zero.

On August 2, 2018, the Company entered into agreements whereby accounts receivable amounts due from our customers to Giles Design Bureau, WebTegrity and Data Propria were pledged to a third party. Under the terms of the agreements, the Company may receive advances in amounts up to $150,000, $150,000 and $600,000, respectively, based on the amounts we invoice our customers, for a period of one year. Because the Company

39 

maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. As of August 22, 2020, these three borrowing facilities have expired and were not renewed. As of December 31, 2020, the combined balance due from these arrangements was zero.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, the allowance for doubtful account receivable, fair value assumptions in accounting for business combinations and analyzing goodwill, intangible assets and long-lived asset impairments and adjustments, the deferred tax valuation allowance, and the fair value of stock options and warrants.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives. Most of the income is generated from professional services and site development fees. We provide online marketing services that we purchase from third parties. The gross revenue presented in our statement of operations includes digital advertising revenue. We also offer professional services such as development services.  The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 606, which are recognized as the work is performed. Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved. If we have performed work for our clients, but have not invoiced clients for that work, then we record the value of the work in an asset in costs in excess of billings. The terms of services contracts generally are for periods of less than one year. The deferred revenue and customer deposits as of December 31, 2020 and 2019 was $841,290 and $2,080,762, respectively. The costs in excess of billings as of December 31, 2020 and 2019 was zero and $21,606, respectively. See footnote 3 for a disclosure of our use of estimates and judgement, as it relates to revenue recognition.

We always strive to satisfy our customers by providing superior quality and service. Since we typically bill based on a Time and Materials basis, there are no returns for work delivered. When discrepancies or disagreements arise, we do our best to reconcile those by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, no significant discounts have been granted.

Included in revenue are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review, that the amounts classified as reimbursable costs should be recorded as gross, due to the following factors:

· The Company is primarily in control of the inputs of the project and responsible for the completion of the client contract;

· We have latitude in establishing price; and

· We have discretion in supplier selection.

During the years ended December 31, 2020 and December 31, 2019, we included $5,155,079 and $3,344,978, respectively, in revenue, related to reimbursable costs.

The Company records revenue into the following five categories:

· Data Sciences – Includes polling, research, modeling, data fees, consulting and reporting.

· Design – Includes branding, photography, copyrighting, printing, signs and interior design.

· Development – Includes website coding.

· Digital Advertising – Includes ad spend, SEO management and digital ad support.

40 

· Other – Includes domain name management, account management, email marketing, web hosting, email hosting, client training, reimbursed expenses and partner commissions.

For the years ended December 31, 2020 and December 31, 2019, revenue was disaggregated into the five categories as follows:

	Year ended December 31, 2020						Year ended December 31, 2019
	Third Parties		Related Parties		Total		Third Parties		Related Parties		Total
Data Sciences	$	596,446	$	—	$	596,446	$	1,150,706	$	14,400	$	1,165,106
Design		2,390,676		—		2,390,676		2,031,974		624		2,032,598
Development		330,404		—		330,404		1,425,757		46,332		1,472,089
Digital Advertising		6,085,038		3,640		6,088,678		3,650,491		179,640		3,830,131
Other		336,074		—		336,074		719,960		26,579		746,539
Total	$	9,738,638	$	3,640	$	9,742,278	$	8,978,888	$	267,575	$	9,246,463

 Research and Development

Research and development costs are expensed as incurred. Total research and development costs were zero for the years ended December 31, 2020 and December 31, 2019.

Advertising Costs

The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $119,332 and $4,797, for the years ended December 31, 2020 and December 31, 2019, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of December 31, 2020 and December 31, 2019, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value.

Fair value is defined as the price to sell an asset or transfer a liability, between market participants at the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value.

ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

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· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2020 and 2019:

December 31, 2020		Level 1		Level 2		Level 3		Total
Assets	$	—	$	—	$	—	$	—
Total assets measured at fair value	$	—	$	—	$	—	$	—
Liabilities
Derivative liability	$	—	$	—	$	—	$	—
Total liabilities measured at fair value	$	—	$	—	$	—	$	—

December 31, 2019	Level 1		Level 2		Level 3		Total
Assets	$	—	$	—	$	—	$	—
Total assets measured at fair value	$	—	$	—	$	—	$	—
Liabilities
Derivative liability	$	—	$	—	$	342,850	$	342,850
Total liabilities measured at fair value	$	—	$	—	$	342,850	$	342,850

Property and Equipment

Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives:

			As of December 31,
	Years		2020			2019
Equipment		5-7	$	169,003		$	163,750
Office furniture		7		23,569			23,569
Leasehold improvements		Length of lease		—			—
Less accumulated depreciation				(136,890	)		(95,897	)
Net property and equipment			$	55,682		$	91,422

The following table discloses fixed asset transactions and recordings during the years ended December 31, 2020 and December 31, 2019:

	Year ended December 31, 2020		Year ended  December 31, 2019
Depreciation expense	$	40,993	$	42,968
Gain/(loss) on disposals		—		(6,452	)
Cash paid for fixed asset additions		5,253		2,104

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Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. During the year ended December 31, 2020, management reviewed the intangible assets and goodwill of WebTegrity, and determined that there were indications of impairment.

Business Combinations

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair value, at the acquisition date, of assets received, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquiree. Any costs directly attributable to the business combination are expensed in the period incurred. The acquiree’s identifiable assets and liabilities are recognized at their fair values at the acquisition date.

Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized.

Indefinite Lived Intangibles and Goodwill Assets 

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, at December 31, 2020 the Company performed a qualitative assessment of indefinite lived intangibles and goodwill related to WebTegrity and determined there was impairment of indefinite lived intangibles and goodwill. Therefore, an impairment of indefinite lived intangibles and goodwill was recognized.

The impairment test conducted by the Company includes an assessment of whether events occurred that may have resulted in impairment of goodwill and intangible assets. Because it was determined that events had occurred which effected the fair value of goodwill and intangible assets, the Company conducted the two-step approach to determine the fair value and required adjustment. The steps are as follows:

1. Based on the totality of qualitative factors, determine whether the carrying amount of the intangible asset may not be recoverable. Qualitative factors and key assumptions reviewed include the following:

● Increases in costs, such as labor, materials or other costs that could negatively affect future cash flows. The Company assumed that costs associated with labor, materials, and other costs should be consistent with fair market levels. If the costs were materially higher than fair market levels, then such costs may adversely affect the future cash flows of the Company or reporting units.

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● Financial performance, such as negative or declining cash flows, or reductions in revenue may adversely affect recoverability of the recorded value of the intangible assets. During our analysis, the Company assumes that revenues should remain relatively consistent or show gradual growth month-to-month and quarter-to-quarter. If we report revenue declines, instead of increases or flat levels, then such condition may adversely affect the future cash flows of the Company or reporting units.

● Legal, regulatory, contractual, political, business or other factors that could affect future cash flows. During our analysis, the Company assumes that the legal, regulatory, political or business conditions should remain consistent, without placing material pressure on the Company or any of its reporting units. If such conditions were to become materially different than what has been experienced historically, then such conditions may adversely affect the future cash flows of the Company or reporting units.

● Entity-specific events such as losses of management, key personnel, or customers, may adversely affect future cash flows. During our analysis, the Company assumes that members of management, key personnel, and customers will remain consistent period-over-period. If not effectively replaced, the loss of members of management and key employees could adversely affect operations, culture, morale and overall success of the company. In addition, if material revenue from key customers is lost and not replaced, then future cash flows will be adversely affected.

● Industry or market considerations, such as competition, changes in the market, changes in customer dependence on our service offering, or obsolescence could adversely affect the Company or its reporting units. We understand that the markets we serve are constantly changing, requiring us to change with it. During our analysis, we assume that we will address new opportunities in service offering and industries served. If we do not make such changes, then we may experience declines in revenue and cash flow, making it difficult to re-capture market share.

● Macroeconomic conditions such as deterioration in general economic conditions or limitations on accessing capital could adversely affect the Company. During our analysis, we acknowledge that macroeconomic factors, such as the economy, may affect our business plan because our customers may reduce budgets for our services. If there are material declines in the economy, which lead to reductions in revenue then such conditions may adversely affect the Company.

2. Compare the carrying amount of the intangible asset to the fair value.

3. If the carrying amount is greater than the fair value, then the carrying amount is reduced to reflect fair value.

In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2019 and determined there was impairment of indefinite lived intangibles and goodwill from our Parscale Media and Parscale Creative acquisitions. Accordingly, all intangible assets and goodwill related to the Parscale Media and Parscale Creative acquisitions have been written off, amounting to $744,444 for Parscale Media and $6,016,323 for Parscale Creative. This amount reduced the consolidated balances of Parscale Digital, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2019. An impairment assessment was also conducted during the year ended December 31, 2020 related to the WebTegrity acquisition and determined that impairment of indefinite lived intangibles and goodwill was necessary. Accordingly, all intangible assets and goodwill related to the WebTegrity acquisition have been written off, amounting to $560,000. This amount reduced the consolidated balances of WebTegrity, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2020. At the time of the impairment analysis, the remaining prior year balance of the Customer List ($71,606) had already been expensed throughout the year ended December 31, 2020.

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Goodwill and Intangible assets are comprised of the following, presented as net of amortization:

	December 31, 2020
	Parscale Digital		WebTegrity		CloudCommerce		Total
Customer list		—		—		—		—
Non-compete agreement		—		—		—		—
Domain name and trademark		—		—		26,582		26,582
Brand name		—		—		—		—
Goodwill		—		—		—		—
Total		—		—		26,582		26,582

	December 31, 2019
	Parscale Digital		WebTegrity		CloudCommerce		Total
Customer list		—		71,606		—		71,606
Non-compete agreement		—		—		—		—
Domain name and trademark		—		—		27,271		27,271
Brand name		—		130,000		—		130,000
Goodwill		—		430,000		—		430,000
Total		—		631,606		27,271		658,877

Concentrations of Business and Credit Risk

The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company’s operations are subject to rapid technological advancement and intense competition. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services. As of December 31, 2020, the Company held cash and cash equivalents in the amount of $10,538, which was held in the operating bank accounts. Of this amount, $10,538 was held in multiple accounts, in amounts that did not exceeding the FDIC insured limit of $250,000. For further discussion on concentrations see footnote 14.

Stock-Based Compensation

The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of operations.

Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the consolidated statement of operations during the year ended December 31, 2020, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of December 31, 2020 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the year ended December 31, 2020 is based on awards ultimately expected to vest or has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense

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recognized in the consolidated statements of operations during the year ended December 31, 2020 and 2019 were $390,035 and $391,959, respectively.

Basic and Diluted Net Income (Loss) per Share Calculations

Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share.

For the year ended December 31, 2020, the Company has excluded 106,489,498 shares of common stock underlying options, 20,912,852 shares of common stock underlying warrants, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock, 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock and 18,388,400 shares of common stock underlying $183,884 in convertible notes, because their impact on the loss per share is anti-dilutive.

For the year ended December 31, 2019, the Company has excluded 150,275,799 shares of common stock underlying options, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock and 66,144,941 shares of common stock underlying $543,464 in convertible notes, because their impact on the loss per share is anti-dilutive.

Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive.

Accounting for Derivatives

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the year ended December 31, 2020, all convertible notes that contained embedded derivative instruments were converted, leaving a derivative liability balance of zero. As of December 31, 2020, the Company had a single convertible note (see footnote 8), which is convertible at a fixed price and therefore does not contain an embedded derivative. Therefore, as of December 31, 2020, the Company had no derivative liability.

Recently Adopted Accounting Pronouncements

Management reviewed accounting pronouncements issued during the year ended December 31, 2020, and the following pronouncement was adopted during the period.

In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative assessment. Instead, under this pronouncement, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting

46 

unit with its carrying amount and would recognize an impairment change for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects will be considered, if applicable. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Due to the limited amount of goodwill and intangible assets recorded at December 31, 2020, the impact of this ASU on its consolidated financial statements and related disclosures was immaterial.

Management reviewed accounting pronouncements issued during the year ended December 31, 2019, and the following pronouncements were adopted during the period.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). Under ASU 2016-02, lessees recognize a right-of-use asset and a lease liability for all of their leases, other than those that meet the definition of a short-term lease. For income statement purposes, leases must be classified as either operating or finance. Operating leases will result in straight-line expense, similar to current operating leases, while finance leases will result in a front-loaded pattern, similar to current capital leases. We adopted Topic 842 effective January 1, 2019 and elected certain available transitional practical expedients. This adoption resulted in right-of-use assets, in the amount of $266,758 and operating lease liability, in the amount of $266,758, to be added to the December 31, 2019 balance sheet. These additions are the result of an office lease in San Antonio. In the prior year, the Company disclosed capital lease obligations, which has been changed to finance lease obligation in the current year, as a result of this adoption. As of December 31, 2020, and 2019, the finance lease obligation totaled zero and $20,654, respectively.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2022. We are currently in the process of evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements.

In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative assessment. Instead, under this pronouncement, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment change for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects will be considered, if applicable. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. For the year ended December 31, 2020, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances.

3.       REVENUE RECOGNITION

On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”), using the modified retrospective method applied

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to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The adoption of ASC 606 did not have a material impact on the Company’s Consolidated Financial Statements.

The core principles of revenue recognition under ASC 606 includes the following five criteria:

1. Identify the contract with the customer

Contract with our customers may be oral, written, or implied. A written and signed contract stating the terms and conditions is the preferred method and is consistent with most customers. The terms of a written contract may be contained within the body of an email, during which proposals are made and campaign plans are outlined, or it may be a stand-alone document signed by both parties. Contracts that are oral in nature are consummated in status and pitch meetings and may be later followed up with email detail of the terms of the arrangement, along with a proposal document. No work is commenced without an understanding between the Company and our customers, that a valid contract exists.

2. Identify the performance obligations in the contract

Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations.

3. Determine the transaction price

Pricing is discussed and identified by the operations team prior to submitting a proposal to the customer. Based on the obligation presented, third-party service pricing is established, and time and labor is estimated, to determine the most accurate transaction pricing for our customer. Price is subject to change upon agreed parties, and could be fixed or variable, milestone focused or T&M.

4. Allocate the transaction price to the performance obligations in the contract

If a contract involves multiple obligations, the transaction pricing is allocated accordingly, during the performance obligation phase (criteria 2 above).

5. Recognize revenue when (or as) we satisfy a performance obligation

The Company uses several means to satisfy the performance obligations:

a. Billable Hours – The company employs a time tracking system where employees record their time by project. This method of satisfaction is used for time and material projects, change orders, website edits, revisions to designs, and any other project that is hours-based. The hours satisfy the performance obligation as the hours are incurred.

b. Ad Spend - To satisfy ad spend, the company generates analytical reports monthly or as required to show how the ad dollars were spent and how the targeting resulted in click-throughs. The ad spend satisfies the performance obligation, regardless of the outcome or effectiveness of the campaign. In addition, the Company utilizes third party invoices after the ad dollars are spent, in order to satisfy the obligation.

c. Milestones – If the contract requires milestones to be hit, then the Company satisfies the performance obligation when that milestone is completed and presented to the customer for review. As each phase of a project is complete, we consider it as a performance obligation being satisfied and transferred to the customer. At this point, the customer is invoiced the amount due based on the transaction pricing for that specific phase and/or we apply the customer deposit to recognize revenue.

d. Monthly Retainer – If the contract is a retainer for work performed, then the customer is paying the Company for its expertise and accessibility, not for a pre-defines amount of output. In this case, the obligation is satisfied at the end of the period, regardless of the amount of work effort required.

e. Hosting – Monthly recurring fees for hosting are recognized on a monthly basis, at a fixed rate. Hosting contracts are typically one-year and reviewed annually for renewal. Prices are subject to change at management discretion.

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The Company generates income from four main revenue streams: data science, creative design, web development, digital marketing, and other. Each revenue stream is unique, and includes the following features:

Data Science – Data Propria

We analyze big data (large volume of information) to reveal patterns and trends associated with human behavior and interactions that can lead to better decisions and strategic business moves. As a result of our data science work, our clients are able to make informed and valuable decisions to positively impact their bottom lines. We classify revenue as data science that includes polling, research, modeling, data fees, consulting and reporting. Contracts are generated to assure both the Company and the client are committed to partnership and both agree to the defined terms and conditions and are typically less than one year. Transaction pricing is usually a lump sum, which is estimated by specific project requirements. The Company recognizes revenue when performance obligations are met, including, when the data sciences service is performed, polling is conducted, or support hours are expended. If the data sciences service is a fixed fee retainer, then the obligation is earned at the end of the period, regardless of how much service is performed.

Creative Design – Giles Design Bureau

We provide branding and creative design services which set apart our clients from their competitors and establish themselves in their specific market. We believe in showcasing our client’s brand uniquely and creatively to make the public with curious to learn more. We classify revenue as creative design that includes branding, photography, copyrighting, printing, signs and interior design. Contracts are generated to assure both the company and the client are committed to partnership and both agree to the defined terms and conditions and are typically less than one year. The Company recognizes revenue when performance obligations are met, usually when creative design services obligations are complete, when the hours are recorded, designs are presented, website themes are complete, or any other criteria as mutually agreed.

Web Development – WebTegrity

We develop websites that attract high levels of traffic for our clients. We offer our clients the expertise to manage and protect their website, and the agility to adjust their online marketing strategy as their business expands. We classify revenue as web development that includes website coding, website patch installs, ongoing development support and fixing inoperable sites. Contracts are generated to assure both the company and the client are committed to the partnership and both agree to the defined terms and conditions. Although most projects are long-term (6-8 months) in scope, we do welcome short-term projects which are invoiced as the work is completed at a specified hourly rate. In addition, we offer monthly hosting support packages, which ensures websites are functioning properly. The Company records web development revenue as earned, when the developer hours are recorded (if T&M arrangements) or when the milestones are achieved (if a milestone arrangement).

Digital Marketing – Parscale Digital

We have a reputation for providing digital marketing services that get results. Whether presenting a vibrant but simple message about our clients that will enlighten their audience or deploying an influential digital marketing political campaign across one or multiple social media platforms, our marketing strategist are poised to execute and deliver valuable marketing results to our clients. We classify revenue as digital marketing that includes ad spend, SEO management and digital ad support. Billable hours and advertising spending are estimated based on client specific needs and subject to change with client concurrence. Revenue is recognized when ads are run on one of the third-party platforms or when the hours are recorded by the digital marketing specialist, if the obligation relates to support or services.

Other

We offer services that do not fit into the other four categories but rely heavily on the “other” services to provide the entire support package for our clients. Included in this category are domain name management, account management, web hosting, client training, and partner commissions. Revenue is recognized for these services as the service is performed (such as account management or training) or during the month in which the service was provided (such as hosting, partner commissions and domain name registration).

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Included in creative design and digital marketing revenues are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review, that the amounts classified as reimbursable costs should be recorded as gross (principal), due to the following factors:

- The Company is the primary obligor in the arrangement;

- We have latitude in establishing price;

- We have discretion in supplier selection; and

- The Company has credit risk

During the year ended December 31, 2020 and 2019, we included $5,155,079 and $3,344,978 respectively, in revenue, related to reimbursable costs. The deferred revenue and customer deposits as of December 31, 2020 and December 31, 2019 were $841,290 and $2,080,762, respectively.

For the year ended December 31, 2020 and 2019, revenue was disaggregated into the five categories as follows:

	Year Ended December 31, 2020						Year Ended December 31, 2019
	Third Parties		Related Parties		Total		Third Parties		Related Parties		Total
Data Sciences	$	596,446	$	—	$	596,446	$	1,150,706	$	14,400	$	1,165,106
Design		2,390,676		—		2,390,676		2,031,974		624		2,032,598
Development		330,404		—		330,404		1,425,757		46,332		1,472,089
Digital Advertising		6,085,038		3,640		6,088,678		3,650,491		179,640		3,830,131
Other		336,074		—		336,074		719,960		26,579		746,539
Total	$	9,738,638	$	3,640	$	9,742,278	$	8,978,888	$	267,575	$	9,246,463

4.    LIQUIDITY AND OPERATIONS

The Company had s net loss of $1,210,650 for the year ended December 31, 2020, and $10,123,380 for the year ended December 31, 2019, and net cash used in operating activities of $(1,812,623) and provided by operating activities of $133,886, in the same periods, respectively.

As of December 31, 2020, the Company had a short-term borrowing relationship with five lenders. The lenders provided short-term and long-term financing under a secured borrowing arrangement, using our accounts receivable as collateral or uncollateralized term loans, disclosed in footnote 7, as well as convertible notes disclosed in footnote 8. As of December 31, 2020, there were no unused sources of liquidity, nor were there any commitments of material capital expenditures.

While the Company expects that its capital needs in the foreseeable future may be met by cash-on-hand and projected positive cash-flow, there is no assurance that the Company will be able to generate enough positive cash flow or have sufficient capital to finance its growth and business operations, or that such capital will be available on terms that are favorable to the Company or at all. It could become difficult for the Company to obtain working capital and other business financing.  There is no assurance that the Company would be able to obtain additional working capital through the sale of its securities or from any other source.

5. BUSINESS ACQUISITIONS

Parscale Creative, Inc.

On August 1, 2017, the Company completed the acquisition of Parscale Creative, Inc., a Nevada corporation (“Parscale Creative”). As of that date, the Company’s wholly owned operating subsidiary, Parscale Digital, Inc., a Nevada corporation (“Parscale Digital”), merged with Parscale Creative, and the name of the combined subsidiary was changed to Parscale Digital. The total purchase price of $7,945,000, was paid in the form of the issuance of ninety thousand (90,000) shares of the Company's Series D Convertible Preferred Stock, at a

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liquidation preference of one hundred dollars ($100) per share, plus dividend payments based on 5% of adjusted revenue of Parscale Digital. Adjusted revenue is defined as total revenue, minus digital marketing media buys. Based on the growth of the Parscale Digital, the actual amount of the dividend payments is estimated to be in the range of $850,000 and $1,300,000, over 36 months, if we achieve 0.5% to 3% monthly adjusted revenue growth. The dividend payments are recorded as a reduction to additional paid in capital. During the year ended December 31, 2020, we did not pay any dividend related to the Series D Convertible Preferred stock, and as of December 31, 2020, the accrued balance of the Series D Preferred dividend payable was $237,753. As of the date of closing, Brad Parscale, the 100% owner of Parscale Creative, was appointed to the Company’s Board of Directors. On December 10, 2019, Mr. Parscale resigned from the Company’s Board of Directors. The Company assumed net liabilities of $535,000, related to this acquisition.

Under the purchase method of accounting, the transactions were valued for accounting purposes at $7,945,000, which was the fair value of Parscale Creative at the time of acquisition. The assets and liabilities of Parscale Creative were recorded at their respective fair values as of the date of acquisition. The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following:

Cash	$	200,000
Customer deposits and accrued expenses		(535,000	)
Net tangible liabilities	$	(335,000	)
Non-compete agreements	$	280,000
Brand name		1,930,000
Customer list		2,090,000
Goodwill		3,645,000
Total purchase price	$	7,945,000

Issuance of series D convertible preferred stock	$	7,610,000
Net tangible liabilities		335,000
Total purchase price	$	7,945,000

During the year ended December 31, 2019, we determined that the goodwill and intangibles related to the Parscale Creative acquisition were impaired. Therefore, all remaining indefinite and finite-lived intangibles, and goodwill were written off at that time. The amount of the write off, included in operating expenses was $6,016,323, for the year ended December 31, 2019.

WebTegrity, LLC

On November 15, 2017, the Company completed the acquisition of WebTegrity. As of that date, the Company’s operating subsidiary, Parscale Digital, Inc., a Nevada corporation, merged with WebTegrity and the name of the combined subsidiary remained unchanged as Parscale Digital. On April 16, 2018, we organized WebTegrity as a Nevada corporation, and split WebTegrity from Parscale Digital. The total purchase price of $900,000, was paid in the form of the issuance of ten thousand (10,000) shares of the Company's Series E Convertible Preferred Stock, at a liquidation preference of one hundred dollars ($100) per share.

Under the purchase method of accounting, the transactions were valued for accounting purposes at $900,000, which was the fair value of WebTegrity at the time of acquisition. The assets and liabilities of WebTegrity were recorded at their respective fair values as of the date of acquisition. The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following:

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Current assets	$	78,000
Fixed assets		30,000
Liabilities		(48,000	)
Net assets		60,000
Brand name		130,000
Customer list		280,000
Goodwill		430,000
Total purchase price	$	900,000

Issuance of Series E Convertible Preferred Stock $ 900,000

 The Parscale Creative and WebTegrity acquisitions are based on a preliminary purchase price allocation, and include identifiable intangible assets, which were based on their estimated fair values as of the acquisition date. The excess of purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the purchase price required management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to identifiable intangible assets. These estimated fair values were based on information obtained from management of the acquired companies and historical experience and, with respect to the long-lived tangible and intangible assets, were made with the assistance of an independent valuation firm.

During the year ended December 31, 2020, the Company performed an impairment analysis of the goodwill and intangible assets and found that the fair value of those assets were less than the respective carrying values. Therefore, the Company recorded an impairment loss of $560,000 from the brand name and goodwill. All customer list intangible assets were fully amortized before the impairment analysis was conducted and are therefore included in amortization expense on the statement of cash flows and the income statement.

Parscale Media, LLC

On August 1, 2017, the Company entered into a purchase agreement with Brad Parscale, to purchase Parscale Media, LLC, a website hosting business, formed under the laws of Texas. Under the terms of the agreement, the Company agreed to pay Mr. Parscale $1,000,000 in cash, upon closing the transaction, but in no event later than January 1, 2018.

On February 1, 2018, the Company entered into an amended purchase agreement which provided for the issuance of a promissory note to Mr. Parscale as consideration for the acquisition, under which the Company agreed to pay Mr. Parscale $1,000,000 in twelve equal installments, and interest of 4% on the promissory note (the “Parscale Media Note”). For the year ended December 31, 2018, the Company made total payments of $350,600 on the promissory note, which includes $11,693 of interest expense. For the year ended December 31, 2018, we included $12,859 in interest expense related to this liability. On November 20, 2018, the Company exchanged the remaining balance of the Parscale Media Note for an equal amount owed by Mr. Parscale to the Company. As of November 20, 2018, the balance on the Parscale Media Note was zero.

Current assets	$	—
Brand name		100,000
Customer list		400,000
Goodwill		500,000
Total purchase price	$	1,000,000

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During the year ended December 31, 2019, we determined that the goodwill and intangibles related to the Parscale Media acquisition were imparted. Therefore, all remaining indefinite and finite-lived intangibles, and goodwill were written off. The amount of the write off, included in operating expenses was $744,444, for the year ended December 31, 2019.

The above Parscale Creative, WebTegrity, and Parscale Media acquisitions are based on a preliminary purchase price allocation, and include identifiable intangible assets, which were based on their estimated fair values as of the acquisition date. The excess of purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the purchase price required management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to identifiable intangible assets. These estimated fair values were based on information obtained from management of the acquired companies and historical experience and, with respect to the long-lived tangible and intangible assets, were made with the assistance of an independent valuation firm.

6.       INTANGIBLE ASSETS

The Company conducted an impairment analysis for the year ended December 31, 2020 and determined that based on qualitative factors that impairment was necessary for the intangible assets or goodwill of WebTegrity.

Domain Name

On June 26, 2015, the Company purchased the rights to the domain “CLOUDCOMMERCE.COM”, from a private party at a purchase price of $20,000, plus transaction costs of $202, which will be used as the main landing page for the Company. The total recorded cost of this domain of $20,202 has been included in other assets on the balance sheet. As of December 31, 2020, we have determined that this domain has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with indefinite useful life.

Trademark

On September 22, 2015, the Company purchased the trademark rights to “CLOUDCOMMERCE”, from a private party at a purchase price of $10,000. The total recorded cost of this trademark of $10,000 has been included in other assets on the balance sheet. The trademark expires in 2020 and may be renewed for an additional 10 years. As of September 30, 2015, we determined that this intangible asset has a definite useful life of 174 months, and as such, will be included in depreciation and amortization expense. For the year ended December 31, 2020 and 2019, the Company included $689 and $690, respectively, in depreciation and amortization expense related to this trademark. As of December 31, 2020, the balance on this intangible asset was $6,381.

Non-Compete Agreements

In connection with the Company’s August 1, 2017, acquisition of Parscale Creative Brad Parscale agreed to certain non-compete provisions, for a period of three years. The Company has placed a value on this non-compete agreement at $280,000, amortized over a period of 36 months. For the year ended December 31, 2020 and 2018 we have included $93,333 and $93,333 in amortization expense related to this non-compete agreement. During our annual impairment analysis in the 2019 fiscal year, it was determined that the intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $54,444 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2020, the balance on this intangible asset was zero.

Customer List

On August 1, 2017, the Company acquired Parscale Creative, and we have calculated the value of the customer list acquired at $2,090,000, with a useful life of 3 years. During the year ended December 31, 2019, the Company performed our annual impairment analysis and we determined that the intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $386,879 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance on this intangible asset was zero.

On November 15, 2017, the Company acquired WebTegrity, and we have calculated the value of the customer list acquired at $280,000, with a useful life of 3 years. During the year ended December 31, 2020, the Company performed our annual impairment analysis and we determined that the intangible assets of WebTegrity

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were impaired. Therefore, as of December 31, 2020, the remaining balance of this intangible asset of $7,161 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2020, the balance on this intangible asset was zero.

On February 1, 2018, the Company acquired Parscale Media, and we have calculated the value of the customer list acquired at $400,000, with a useful life of 3 years. During the year ended December 31, 2019, the Company performed our annual impairment analysis and we determined that the intangible assets of Parscale Media were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $144,445 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance of this intangible asset was zero.

Brand Name

On November 15, 2017, the Company acquired WebTegrity, and we have calculated the value of the brand name at $130,000, which is included in other assets on the balance sheet. As of September 30, 2018, we have determined that this brand name has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with an indefinite useful life. In evaluating whether this brand had an indefinite useful life, the Company considered the following criteria:

o Expected use – We expected to retain the name and brand, leveraging the good reputation and client following. Within the WordPress industry, the WebTegrity name was well known, and the founder of the company has been asked to speak at various conferences.

o Expected useful life of related group – The WebTegrity name does not relate to another intangible asset or group of intangible assets. Therefore, this criterion was not considered.

o Limits to useful life – There was no legal, regulatory, or contractual limitation to this intangible asset’s life.

o Historical experience – This asset does not require an extension or renewal, in order for it to remain on our balance sheet.

o Effects of other factors – We did consider this criterion in determining useful life, especially since WebTegrity was in a highly competitive industry, mostly relying on the WordPress platform. We considered whether there was a chance of obsolescence or decline due to competition. We concluded that there was not a chance of obsolescence or decline due to competition. Even though there is much competition, WebTegrity produced a quality product with a great team, resulting in long term clients.

o Maintenance required – There is no maintenance expenditure to obtain future cash flows. Therefore, this criterion was not taken into consideration.

During the year ended December 31, 2019, the Company performed our annual impairment analysis and we determined that the intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $1,930,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance on this intangible asset was zero.

On November 15, 2017, the Company acquired WebTegrity, and we have calculated the value of the brand name at $130,000, which is included in other assets on the balance sheet. During our annual impairment analysis we determined that the intangible assets of WebTegrity was impaired. Therefore, as of December 31, 2020, the balance of these intangible asset of $130,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement.

Goodwill

On August 1, 2017, the Company acquired Parscale Creative, and we have calculated the value of the goodwill at $3,645,000, which was included in other assets on the balance sheet. During the year ended December

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31, 2019, the Company performed our annual impairment analysis and we determined that the goodwill and intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the balance of this goodwill of $3,645,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance of this goodwill was zero.

On November 15, 2017, the Company acquired WebTegrity, and we have calculated the value of the goodwill at $430,000, which is included in other assets on the balance sheet. During the year ended December 31, 2020, the Company performed our annual impairment analysis and we determined that the goodwill and intangible assets of WebTegrity were impaired. Therefore, as of December 31, 2020, the balance of this goodwill of $430,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2020, the balance of this goodwill was zero.

On February 1, 2018, the Company acquired Parscale Media, and we have calculated the value of the goodwill at $500,000, which is included in other assets on the balance sheet. During the year ended December 31, 2019, the Company performed our annual impairment analysis and we determined that the goodwill and intangible assets of Parscale Media were impaired. Therefore, as of December 31, 2019, the balance of this goodwill of $500,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance of this goodwill was zero.

The Company’s intangible assets consist of the following:

	December 31, 2020							December 31, 2019
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Customer list	$	—	$	—		$	—	$	280,000	$	(208,394	)	$	71,606
Non-compete agreement		—		—			—		—		—			—
Domain name and trademark		30,201		(3,619	)		26,582		30,201		(2,930	)		27,271
Brand name		—		—			—		130,000		—			130,000
Goodwill		—		—			—		430,000		—			430,000
Total	$	30,201	$	(3,619	)	$	26,582	$	870,201	$	(211,324	)	$	658,877

Total amortization expense charged to operations for the year ended December 31, 2020, and 2019 were $72,294 and $976,504, respectively. The following table of remaining amortization of finite life intangible assets, for the years ended December 31, includes the intangible assets acquired, in addition to the CloudCommerce trademark: 

2021		690
2022		690
2023		690
Thereafter		4,311
Total	$	6,381

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7. CREDIT FACILITIES       

Lines of Credit

On November 30, 2016, CLWD Operations entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility in amounts up to a total of $400,000. The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000. On November 30, 2017, the agreement auto renewed for another twelve months. The proceeds from the facility are determined by the amounts we invoice our customers. We record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender has a first priority security interest in CLWD Operations, and therefore, we will require such third-party lender’s written consent to obligate CLWD Operations further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for CLWD Operations to secure additional secured borrowing facilities. The cost of this secured borrowing facility is 0.05% of the daily balance. During the year ended December 31, 2020 and 2019, the Company included $34,921 and $650 respectively, in interest expense, related to this secured borrowing facility, and as of December 31, 2020 and December 31, 2019, the outstanding balances were $379,797 and $5,228, respectively.

On October 19, 2017, Parscale Digital entered into a 12-month agreement with a third party to pledge the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $500,000. The agreement was amended on April 12, 2018, which increased the allowable borrowing amount by $250,000, to a maximum of $750,000. The proceeds from the facility are determined by the amounts we invoice our customers. We evaluated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. As such, we record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender has a first priority security interest in Parscale Digital, and will, therefore, we will require such third-party lender’s written consent to obligate it further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for Parscale Digital to secure additional secured borrowing facilities. The cost of this secured borrowing facility is 0.05% of the daily balance. During the year ended December 31, 2020 and 2019, the Company included $45,605 and $85,291, respectively, in interest expense, related to this secured borrowing facility, and as of year ended December 31, 2020 and 2019, the combined outstanding balances were zero and $258,646, respectively. This borrowing facility had an expiration date of November 11, 2019 and were not renewed.

On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into 12-month agreements with a third party to pledge the rights to amounts due from our customers, in exchange for borrowing facilities in amounts up to a total of $150,000, $150,000 and $600,000, respectively. The proceeds from the facility are determined by the amounts we invoice our customers. We evaluated these facilities in accordance with ASC 860, classifying as secured borrowing arrangements. As such, we record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of these facilities, the third-party lender has a first priority security interest in the respective entities, and therefore, we will require such third-party lender’s written consent to obligate the entities further or pledge their assets against additional borrowing facilities. Because of this position, it may be difficult for the entities to secure additional secured borrowing facilities. The cost of these secured borrowing facilities are 0.056%, 0.056% and 0.049%, respectively, of the daily balance. During the year ended December 31, 2020 and 2019, the Company included $73,054 and $119,809, respectively, in interest expense, related to these secured borrowing facilities, and as of year ended December 31, 2020 and December 31, 2019, the combined outstanding balances were zero and $213,088, respectively. These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed.

8.    CONVERTIBLE NOTES PAYABLE

The conversion prices for each of the convertible notes is tied to the trading price of the Company’s common stock. Because of the fluctuation in stock price, the Company is required to report derivative gains and losses each quarter, which was included in earnings, and an overall derivative liability balance on the balance sheet. The Company also records a discount related to the convertible notes, which reduces the outstanding balance of the total amount due and presented as a net outstanding balance on the balance sheet. During the quarter ended June 30, 2020, all convertible notes that contained embedded derivative instruments were converted, leaving a

56 

derivative liability balance of zero. As of December 31, 2020, the Company had a single convertible note, which is convertible at a fixed price and therefore does not contain an embedded derivative. Therefore, as of December 31, 2020, the Company had no derivative liability. As of December 31, 2020, the balance of the discount was also zero. The discount is amortized throughout the term of the notes and included in interest expense. For the year ended December 31, 2020, the amount of amortization related to the discount, included in interest expense was $211,222.

On March 25, 2013, the Company issued a convertible promissory note (the “March 2013 Note”) in the amount of up to $100,000, at which time we received an initial advance of $50,000 to cover operational expenses. The lender, a related party, advanced an additional $20,000 on April 16, 2013, $15,000 on May 1, 2013 and $15,000 on May 16, 2013, for a total draw of $100,000. The terms of the March 2013 Note, as amended, allowed the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004 per share. The March 2013 Note bore interest at a rate of 10% per year and matured on March 25, 2018. On May 23, 2014, the lender converted $17,000 of the outstanding balance and accrued interest of $1,975 into 4,743,699 shares of common stock. On October 14, 2014, the lender converted $17,000 of the outstanding balance and accrued interest of $2,645 into 4,911,370 shares of common stock. On April 17, 2018, the lender converted $16,000 of the outstanding balance and accrued interest of $8,106 into 6,026,301 shares of common stock. On June 23, 2020, the lender converted $50,000 of the outstanding balance and accrued interest of $36,260 into 21,565,068 shares of common stock. The balance of the March 2013 Note, as of December 31, 2020 was zero. This note was converted within the terms of the agreement.

On April 20, 2018, the Company issued a convertible promissory note (the “April 2018 Note”) in the amount of up to $200,000, at which time we received an initial advance of $200,000 to cover operational expenses. The terms of the April 2018 Note, as amended, allow the lender, a related party, to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.01 per share. The April 2018 Note bears interest at a rate of 5% per year and matures on April 20, 2021. During the year ended December 31, 2018, it was determined that the April 2018 Note offered a conversion price which was lower than the market price, and therefore included a beneficial conversion feature. The Company included the amortization of this beneficial conversion feature in interest expense in the amount of $139,726 during the year ended December 31, 2018, and $60,274 during the year ended December 31, 2019. During the year ended December 31, 2019, it was determined that the conversion feature of the April 2018 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the April 2018 Note. The fair value of the April 2018 Notes has been determined by using the Binomial lattice formula from the effective date of the note. On June 23, 2020, the lender converted $38,894 of the outstanding balance and accrued interest of $4,236 into 4,313,014 shares of common stock. The balance of the April 2018 Note, as of December 31, 2020, was $183,884, which includes $22,778 of accrued interest. This note was converted within the terms of the agreement.

On January 16, 2019 the Company issued a promissory note (the “January 16, 2019 Note”) in the amount of $103,000 at which time the Company received $100,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The January 16, 2019 Note bore interest at a rate of 10% per year, had a maturity date of January 16, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount off of the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $103,000, plus $5,150 interest into 44,780,900 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement.

On January 31, 2019 the Company issued a promissory note (the “January 31, 2019 Note”) in the amount of $53,500 at which time the Company received $50,000, and the remaining $3,500 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The January 31, 2019 Note bore interest at a rate of 10% per year, had a maturity date of January 31, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading prices during the 15 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $53,500, plus $3,165 interest and fee into 56,483,670 shares. During the year ended December 31, 2020, the lender converted $3,935 accrued interest and fees into 4,300,327 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or

57 

loss is recorded upon conversion. This note was converted within the terms of the agreement. As of December 31, 2020, the balance of the January 31, 2019 Note was zero.

On February 21, 2019 the Company issued a promissory note (the “February 21, 2019 Note”) in the amount of $53,000 at which time the Company received $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The February 21, 2019 Note bore interest at a rate of 10% per year, had a maturity date of February 21, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $53,000, plus $2,650 interest into 62,281,512 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement. As of December 31, 2020, the balance of the February 21, 2019 Note was zero.

On April 24, 2019 the Company issued a promissory note (the “April 24, 2019 Note”) in the amount of $43,000 at which time the Company received $43,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The April 24, 2019 Note bore interest at a rate of 10% per year, had a maturity date of April 24, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount off of the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $43,000, plus $2,150 interest into 53,117,648 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement. As of December 31, 2020, the balance of the April 24, 2019 Note was zero.

On May 2, 2019 the Company issued a convertible promissory note (the “May 2, 2019 Note”) in the amount of $48,500 at which time the Company received $45,000, and the remaining $3,500 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The May 2, 2019 Note bore interest at a rate of 10% per year, had a maturity date of May 2, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading price during the 15 trading days prior to conversion. The conversion feature of the May 2, 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the May 2, 2019 Note. The fair value of the May 2, 2019 Notes has been determined by using the Binomial lattice formula from the effective date of the note. During the year ended December 31, 2020, the lender converted $40,772 principal and fees into 39,200,000 shares, and $13,578 principal, interest and fees into 22,258,360 shares, leaving a balance of zero. This note was converted within the terms of the agreement.

On June 10, 2019 the Company issued a promissory note (the “June 10, 2019 Note”) in the amount of $53,000 at which time the Company received $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The June 10, 2019 Note bore interest at a rate of 10% per year, had a maturity date of June 10, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $53,000, plus $2,650 interest into 65,470,589 shares, leaving the balance of zero. This note was converted within the terms of the agreement.

On July 16, 2019 the Company issued a convertible promissory note (the “July 16, 2019 Note”) in the amount of $43,000 at which time the Company received $40,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The July 16, 2019 Note bore interest at a rate of 10% per year, had a maturity date of July 10, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading price during the 15 trading days prior to conversion. Because the conversion feature of the July 16, 2019 Note was not available to the lender, as of September 30, 2020, the July 16, 2019 Note was not considered a derivative. The Company included the July 16, 2019 Note in the valuation and accounting for derivatives once the 180 days conversion restriction period expired. During the year ended December 31, 2020, the lender converted $52,300 principal, interest and fees into 91,500,000 shares, leaving a balance of zero. This note was converted within the terms of the agreement.

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On September 4, 2019 the Company issued a convertible promissory note (the “September 4, 2019 Note”) in the amount of $53,000 at which time the Company received of $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The September 4, 2019 Note bore interest at a rate of 10% per year, had a maturity date of September 4, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the September 4, 2019 Note was not available to the lender, as of December 31, 2019, the September 4, 2019 Note was not considered a derivative. The Company included the September 4, 2019 Note in the valuation and accounting for derivatives once the 180 days conversion restriction period expired. During the year ended December 31, 2020, the lender converted $48,000 principal into 35,357,143 shares, and $7,650 principal and interest into 7,806,122 shares, leaving a balance of zero. This note was converted within the terms of the agreement.

On December 2, 2019 the Company issued a convertible promissory note (the “December 2, 2019 Note”) in the amount of $38,000 at which time the Company received of $35,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The December 2, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 2, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the December 2, 2019 Note was not available to the lender, as of December 31, 2019, the December 2, 2019 Note was not considered a derivative. On June 1, 2020, the Company repaid the remaining balance of the December 2, 2019 note, of $55,824, which includes principal, interest and prepayment penalty, leaving a balance of zero. The prepayment penalty of $16,528 was included in interest expense for the year ended December 31, 2020.

On December 5, 2019 the Company issued a convertible promissory note (the “December 5, 2019 Note”) in the amount of $53,000 at which time the Company received of $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The December 5, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 5, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the December 5, 2019 Note was not available to the lender, as of December 31, 2019, the December 5, 2019 Note was not considered a derivative. On June 3, 2020, the Company repaid the remaining balance of the December 2, 2019 note, of $77,859, which includes principal, interest and prepayment penalty, leaving a balance of zero. The prepayment penalty of $22,988 was included in interest expense for the year ended December 31, 2020.

9.    NOTES PAYABLE

Related Party Notes Payable

On August 3, 2017, the Company issued a promissory note (the “August 3, 2017 Note”) in the amount of $25,000, at which time the entire balance of $25,000 was received to cover operational expenses. The August 3, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The maturity date of the August 3, 2017 Note was extended to August 31, 2021. The balance of the August 3, 2017 Note, as of December 31, 2020 is $29,267, which includes $4,267 of accrued interest.

On August 15, 2017, the Company issued a promissory note (the “August 15, 2017 Note”) in the amount of $34,000, at which time the entire balance of $34,000 was received to cover operational expenses. The August 15, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The maturity date of the August 15, 2017 Note was extended to August 31, 2021. The balance of the August 15, 2017 Note, as of December 31, 2020 is $39,747 which includes $5,747 of accrued interest.

On August 28, 2017, the Company issued a promissory note (the “August 28, 2017 Note”) in the amount of $92,000, at which time the entire balance of $92,000 was received to cover operational expenses. The August 28, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The maturity date of the August 28, 2017 Note was extended to August 31, 2021. The

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balance of the August 28, 2017 Note, as of December 31, 2020 is $107,388 which includes $15,388 of accrued interest.

On September 28, 2017, the Company issued a promissory note (the “September 28, 2017 Note”) in the amount of $63,600, at which time the entire balance of $63,600 was received to cover operational expenses. The September 28, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The maturity date of the September 28, 2017 Note was extended to August 31, 2021. The balance of the September 28, 2017 Note, as of December 31, 2020 is $73,968, which includes $10,368 of accrued interest.

On October 11, 2017, the Company issued a promissory note (the “October 11, 2017 Note”) in the amount of $103,500, at which time the entire balance of $103,500 was received to cover operational expenses. The October 11, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The maturity date of the October 11, 2017 Note was extended to August 31, 2021. The balance of the October 11, 2017 Note, as of December 31, 2020 is $120,188, which includes $16,688 of accrued interest.

On October 27, 2017, the Company issued a promissory note (the “October 27, 2017 Note”) in the amount of $106,000, at which time the entire balance of $106,000 was received to cover operational expenses. The October 27, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The maturity date of the October 27, 2017 Note was extended to August 31, 2021. The balance of the October 27, 2017 Note, as of December 31, 2020 is $122,858, which includes $16,858 of accrued interest.

On November 15, 2017, the Company issued a promissory note (the “November 15, 2017 Note”) in the amount of $62,000, at which time the entire balance of $62,000 was received to cover operational expenses. The November 15, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The maturity date of the November 15, 2017 Note was extended to August 31, 2021. The balance of the November 15, 2017 Note, as of December 31, 2020 is $71,699, which includes $9,699 of accrued interest.

On November 27, 2017, the Company issued a promissory note (the “November 27, 2017 Note”) in the amount of $106,000, at which time the entire balance of $106,000 was received to cover operational expenses. The November 27, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The maturity date of the November 27, 2017 Note was extended to August 31, 2021. The balance of the November 27, 2017 Note, as of December 31, 2020 is $122,408, which includes $16,408 of accrued interest.

On December 19, 2017, the Company issued a promissory note (the “December 19, 2017 Note”) in the amount of $42,000, at which time the entire balance of $42,000 was received to cover operational expenses. The December 15, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The maturity date of the December 19, 2017 Note was extended to August 31, 2021. The balance of the December 15, 2017 Note, as of December 31, 2020 is $48,375, which includes $6,375 of accrued interest.

On January 3, 2018, the Company issued a promissory note (the “January 3, 2018 Note”) in the amount of $49,000, at which time the entire balance of $49,000 was received to cover operational expenses. The January 3, 2018 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The maturity date of the January 3, 2018 Note was extended to August 31, 2021. The balance of the January 3, 2018 Note, as of December 31, 2020 is $56,337, which includes $7,337 of accrued interest.

As of December 31, 2020, and December 31, 2019, the notes payable due to related parties totaled $792,235 and $1,018,524, respectively.

On January 17, 2020, the Company exchanged the below related party notes payable for 2,597 shares of Series G preferred stock. The table includes the balances of each note, on the date of the exchange. During the quarter ended June 30, 2020, the Company included $560 in interest expense, related to the exchanged notes. As of December 31, 2020, the balances of the exchanged notes were zero.

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Note Date	Principal		Accrued Interest		Total Due		Gain on Exchange		Series G Preferred Shares
November 30, 2017	$	30,000	$	3,197	$	33,197	$	70	$	331
January 30, 2018		72,000		7,072		79,072		168		789
February 1, 2018		85,000		8,314		93,314		198		931
July 23, 2019		25,000		610		25,610		58		256
August 20, 2019		10,000		205		10,205		23		102
August 28, 2019		18,500		360		18,860		43		188
Total	$	240,500	$	19,758	$	260,258	$	560	$	2,597

Third Party Notes Payable

On June 29, 2018, the Company issued a promissory note (the “June 2018 Note”), in the amount of $750,000, at which time the Company received $735,000. The remaining $15,000 was retained by the lender as an origination fee. On February 28, 2019 the promissory note was refinanced, and the balance increased to $1,000,000 (the “February 28, 2019 Note”). As of the date of closing the lender withheld $25,443 from the $375,000 balance increase as an origination fee, netting $349,557 to the Company, and on April 3, 2019 the Company received the remaining $250,000. The February 28, 2019 Note bore interest at a rate of 18% per year and is amortized over 12 months. During the year ended December 31, 2020, the Company made payments totaling $506,919 and included $64,326 in interest expense related to this note. As of December 31, 2020, the outstanding balance on the “February 28, 2019 Note” was zero.

On May 5, 2020, the Company issued a promissory note (the “May 2020 Note”) in the amount of $780,680, at which time the entire balance of $780,680 was received to cover payroll and other operating expenses. This May 2020 Note was issued through the Small Business Administration Paycheck Protection Program (the “PPP Program”), and bears interest at a rate of 1% per year. The PPP Program loans allow a deferment period of 6 months, which would require payments to be made starting November 5, 2020. On November 13, 2020, the May 2020 Note was forgiven in full. As of December 31, 2020, the balance on the May 2020 Note was zero, and the Company recorded a gain in the amount of $780,680.

On October 21, 2020, the Company issued a promissory note (the “October 2020 Note”) in the amount of $600,000, at which time a balance of $548,250 was received after subtracting lender costs. The October 2020 Note bears interest at a rate of 12% per year, with 12 months of interest guaranteed. The Company issued 32,232,333 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $299,761 against the balance, amortized over the term of the note. As of December 31, 2020, the balance owed on the December 2020 Note was $672,000 and includes $72,000 of interest, and when the discount of $242,273 is subtracted, the net balance on the balance sheet is $429,727. The Company included a total of $57,488 of amortization expense in depreciation and amortization on the statement of cash flows and the income statement. Since the entire interest amount is guaranteed, the Company recorded $72,000 in interest expense related to this note.

On December 10, 2020, the Company issued a promissory note (the “December 2020 Note”) in the amount of $150,000, at which time a balance of $130,875 was received after subtracting lender costs. The December 2020 Note bears interest at a rate of 12% per year, with 12 months of interest guaranteed. The Company issued 5,769,230 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $34,615 against the balance, amortized over the term of the note. As of December 31, 2020, the balance owed on the December 2020 Note was $168,000 and includes $18,000 of interest, and when the discount of $32,718 is subtracted, the net balance on the balance sheet is $135,282. The Company included a total of $1,897 of amortization expense in depreciation and amortization on the statement of cash flows and the income statement. Since the entire interest amount is guaranteed, the Company recorded $18,000 in interest expense related to this note.

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10.  DERIVATIVE LIABILITIES

During the prior year, the Company determined that the convertible notes outstanding as of December 31, 2019 contained embedded derivative instruments as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40. During the quarter ended June 30, 2020, all convertible notes that contained embedded derivative instruments were converted, leaving a derivative liability balance of zero. As of December 31, 2020, the Company had a single convertible note (see footnote 8), which is convertible at a fixed price and therefore does not contain an embedded derivative.

The Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation model. The balance of the fair value of the re as of December 31, 2020 and December 31, 2019 is as follows:

Balance at December 31, 2019	$	342,850
Additions due to new convertible notes		127,273
Reduction due to conversions and adjustments		(339,105	)
Mark-to-market adjustment		(131,018	)
Balance at December 31, 2020	$	—

During the year ended December 31, 2020 and 2019, the Company incurred losses of $0 and $0, respectively, on the conversion of convertible notes. In connection with the convertible notes, for the year ended December 31, 2020 and 2019, the Company recorded $37,787 and $31,168, respectively, of interest expense and $270,607 and $387,124 respectively, of debt discount amortization expense. As of December 31, 2020, and 2019, the Company had approximately zero and $57,964, respectively, of accrued interest related to the convertible notes that contained embedded derivative.

11.       CAPITAL STOCK

At December 31, 2020 and 2019, the Company’s authorized stock consists of 2,000,000,000 shares of common stock, par value $0.001 per share. The Company is also authorized to issue 5,000,000 shares of preferred stock, par value of $0.001 per share.  The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. The conversion of certain outstanding preferred stock could have a significant impact on our common stockholders. As of the date of this report, the Board has designated Series A, Series B, Series C, Series D, Series E, Series F and Series G Preferred Stock.

Series A Preferred

The Company has designated 10,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 10,000 shares of the Company’s common stock. The holders of outstanding shares of Series A Preferred Stock are entitled to receive dividends, payable quarterly, out of any assets of the Corporation legally available therefor, at the rate of $8 per share annually, payable in preference and priority to any payment of any dividend on the common stock. As of December 31, 2020, the Company has 10,000 shares of Series A Preferred Stock outstanding. During the year ended December 31, 2020 and 2019, we paid dividends of $20,000 and $20,000, respectively, to the holders of Series A Preferred stock. As of December 31, 2020, the balance owed on the Series A Preferred stock dividend was $140,000.

Series B Preferred

The Company has designated 25,000 shares of its preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock shall have a stated value of $100. The Series B Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.004 per share. The Series B Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series B Preferred Stock.. As of December 31, 2020, the Company has 18,025 shares of Series B Preferred Stock outstanding.

Series C Preferred

The Company has designated 25,000 shares of its preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $100. The Series C Preferred Stock is convertible into shares of

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the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.01 per share. The Series C Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series C Preferred Stock. As of December 31, 2020, the Company has 14,425 shares of Series C Preferred Stock outstanding.

Series D Preferred

The Company has designated 90,000 shares of its preferred stock as Series D Preferred Stock. Each share of Series D Preferred Stock has a stated value of $100. The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common stock per share of preferred stock, and pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue) of the Company’s subsidiary Parscale Digital. Adjusted Gross Revenue means the top line gross revenue of Parscale Digital, as calculated under GAAP (generally accepted accounting principles) less any reselling revenue attributed to third party advertising products or service, such as, but not limited to, search engine keyword campaign fees, social media campaign fees, radio or television advertising fees, and the like. The Series D Preferred Stock does not have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series D Preferred Stock. As of December 31, 2020, the Company has 90,000 shares of Series D Preferred Stock outstanding. During the year ended December 31, 2020, and 2019, we paid dividends of zero, and zero respectively, to the holders of Series D Preferred stock. As of December 31, 2020, the balance owed on the Series D Preferred stock dividend was $237,753, $26,792 of which relates to the year ended December 31, 2020.

Series E Preferred

The Company has designated 10,000 shares of its preferred stock as Series E Preferred Stock. Each share of Series E Preferred Stock has a stated value of $100. The Series E Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.05 per share. Series E Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of December 31, 2020, the Company had 10,000 shares of Series E Preferred Stock outstanding.

Series F Preferred

The Company has designated 800,000 shares of its preferred stock as Series F Preferred Stock. Each share of Series F Preferred Stock has a stated value of $25. The Series F Preferred Stock is not convertible into common stock. The holders of outstanding shares of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the Company’s common stock. The Series F Preferred Stock does have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation. To the extent it may lawfully do so, the Company may, in its sole discretion, after the first anniversary of the original issuance date of the Series F Preferred Stock, redeem any or all of the then outstanding shares of Series F Preferred Stock at a redemption price of $25 per share plus any accrued but unpaid dividends. The Series F Preferred Stock was offered in connection with the Company’s offering under Regulation A under the Securities Act of 1933, as amended. As of December 31, 2020, the Company had 2,413 shares of Series F Preferred Stock outstanding, and an accrued dividend balance of $615.

Series G Preferred

The Company designated 2,600 shares of its preferred stock as Series G Preferred Stock. Each share of Series G Preferred Stock has a stated value of $100. The Series G Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.0019 per share. The Series G Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series G Preferred Stock. As of December 31, 2020, the Company had 2,597 shares of Series G Preferred Stock outstanding.

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12.       STOCK OPTIONS AND WARRANTS

Stock Options

On August 1, 2017, we granted non-qualified stock options to purchase up to 10,000,000 shares of our common stock to a key employee, at a price of $0.01 per share. The stock options vest equally over a period of 36 months and expire August 1, 2022. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the company upon exercise. If the optionee exercises on a cashless basis, then the above water value (difference between the option price and the fair market price at the time of exercise) is used to purchase shares of common stock. Under this method, the number of shares of common stock issued will be less than the number of options used to obtain those shares of common stock. On September 30, 2018, the employee exercised, on a cashless basis, 3,324,201 options, resulting in the issuance of 1,233,509 shares of common stock.

On September 18, 2017, we granted non-qualified stock options to purchase up to 1,800,000 shares of our common stock to three key employees, at a price of $0.05 per share. The stock options vest equally over a period of 36 months and expire September 18, 2022. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the company upon exercise. During the year ended December 31, 2019, two of the employees who held 1,200,000 options, collectively, left the company and the options were forfeited, and during the period ended June 30, 2020, a key employee who held 600,000 options left the Company and the options were forfeited.

On January 3, 2018, we granted non-qualified stock options to purchase up to 20,000,000 shares of our common stock to a key employee, at a price of $0.04 per share. During the year ended December 31, 2020, the key employee left the Company and the options were forfeited.

On January 17, 2020, we granted non-qualified stock options to purchase up to 283,000,000 shares of our common stock to ten key employees and nine directors, at an exercise price of $0.0019 per share. The stock options vest equally over a period of 36 months and expire January 17, 2025. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 17, 2021.

On June 2, 2020, we granted non-qualified stock options to purchase up to 17,000,000 shares of our common stock to a director, at an exercise price of $0.0018 per share. The stock options vest equally over a period of 36 months and expire June 2, 2025. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after June 2, 2021.

The Company used the historical industry index to calculate volatility, since the Company’s stock history did not represent the expected future volatility of the Company’s common stock. The fair value of options granted during the year ended December 31, 2020 and 2019, were determined using the Black Scholes method with the following assumptions:

	Year Ended			Year Ended
	December 31, 2020			December 31, 2019
Risk free interest rate		1.86	%		—
Stock volatility factor		272	%		—
Weighted average expected option life		5 years			—
Expected dividend yield		0	%		—

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A summary of the Company’s stock option activity and related information follows:

	Year Ended December 31, 2020					Year Ended December 31, 2019
				Weighted					Weighted
				average					average
				exercise					exercise
	Options			price		Options			price
Outstanding - beginning of year		150,275,799		$	0.0160		151,475,799		$	0.017
Granted		300,000,000		$	0.0018		—		$	—
Exercised		—		$	—		—		$	—
Forfeited		(20,600,000	)	$	0.04		(1,200,000	)	$	0.050
Outstanding - end of year		429,675,799		$	0.0051		150,275,799		$	0.016
Exercisable at the end of year		223,165,297		$	0.0081		141,466,119		$	0.015
Weighted average fair value of
options granted during the year				$	568,300				$	—

As of December 31, 2020, and December 31, 2019, the intrinsic value of the stock options was approximately $1,366,650 and zero, respectively. Stock option expense for the year ended December 31, 2020, and 2019 were $390,035 and $324,959, respectively.

The Black Scholes option valuation model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

The weighted average remaining contractual life of options outstanding, as of December 31, 2020 was as follows:

				Weighted
				Average
		Number of		remaining
Exercise		options		contractual
prices		outstanding		life (years)
$	0.0150		35,000,000		1.65
$	0.0131		60,000,000		1.09
$	0.0130		15,000,000		1.22
$	0.0100		6,675,799		1.58
$	0.0053		12,500,000		1.62
$	0.0040		500,000		0.78
$	0.0019		283,000,000		4.05
$	0.0018		17,000,000		4.42
			429,675,799

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Warrants

During the fiscal year ended December 31, 2020 the Company issued 10,912,852 warrants through four agreements, related to borrowings, which are exercisable immediately on a cashless basis at prices ranging from $0.005 to $0.0118 per share. As of December 31,2020, and 2019, there were 20,912,852 and 10,000,000 warrants outstanding, respectively.

The fair value of warrants granted during the year ended December 31, 2020 and 2019, were determined using the Black Scholes method with the following assumptions:

	Year Ended			Year Ended
	December 31, 2020			December 31, 2019
Risk free interest rate		0.40 – 0.42%			1.86	%
Stock volatility factor		335.7 - 337.1%			272	%
Weighted average expected warrant life		5 years			10 years
Expected dividend yield		0	%		0	%

A summary of the Company’s warrant activity and related information follows:

	Year Ended December 31, 2020				Year Ended December 31, 2019
			Weighted				Weighted
			average				average
			exercise				exercise
	Warrants		price		Warrants		price
Outstanding - beginning of period		10,000,000	$	0.007		—	$	—
Issued		10,912,852	$	0.007		10,000,000	$	0.007
Exercised		—	$	—		—	$	—
Forfeited		—	$	—		—	$	—
Outstanding - end of period		20,912,852	$	0.007		10,000,000	$	0.007
Exercisable at the end of period		20,912,852	$	0.007		10,000,000	$	0.007
Weighted average fair value of
warrants granted during the period			$	98,343			$	67,000

Warrant expense for the year ended December 31, 2020, and 2019 were $98,343 and $67,000, respectively.

The weighted average remaining contractual life of warrants outstanding, as of December 31, 2020 was as follows:

				Weighted
				Average
		Number of		remaining
Exercise		warrants		contractual
prices		outstanding		life (years)
$	0.0118		2,423,269		4.81
$	0.0072		989,583		4.95
$	0.0067		10,000,000		8.62
$	0.0050		6,000,000		4.81
$	0.0050		1,500,000		4.95
			20,912,852

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13. RELATED PARTIES

Bountiful Capital, LLC, loaned the Company $100,000 on January 12, 2016, $500,000 through multiple fundings on the April 2016 Note, $500,000 through multiple fundings on the October 2016 Note, $38,000 on May 16, 2017, $46,000 on May 30, 2017, $26,000 on June 14, 2017, $23,500 on June 29, 2017, $105,000 on July 10, 2017, $50,500 on July 14, 2017, $53,500 on July 30, 2017, $25,000 on August 3, 2017, $34,000 on August 16, 2017, $92,000 on August 28, 2017, $63,600 on September 28, 2017, $103,500 on October 11, 2017, $106,000 on October 27, 2017, $62,000 on November 15, 2017, $106,000 on November 27, 2017, $30,000 on November 30, 2017, $42,000 on December 19, 2017, $49,000 on January 3, 2018, $72,000 on January 30, 2018, $85,000 on February 2, 2018, $25,000 on July 23, 2019, $10,000 on August 20, 2019 and $18,500 on August 28, 2019, as unsecured promissory notes (the “Bountiful Notes”). The terms of the Bountiful Notes include interest of 5% and are due and payable upon demand, but in no case later than 36 months after the effective date. On July 31, 2017, notes payable amounting to $1,442,500 and accrued interest of $43,414 were converted into 14,425 shares of Series C preferred stock. On January 17, 2020, notes payable amounting to $240,500 and accrued interest of $19,758 were converted into 2,597 shares of Series G preferred stock. At December 31, 2020 and December 31, 2019, principal on the Bountiful Notes and accrued interest totaled $792,235 and $1,018,524. The Company’s chief financial officer, Greg Boden, also serves as the president of Bountiful Capital, LLC.

Brad Parscale served on the board of directors of the Company from the acquisition of Parscale Creative on August 1, 2017 until his resignation on December 10, 2019. Mr. Parscale is also the owner of Parscale Strategy, LLC. During the year ended December 31, 2020 and 2019, the Company earned $3,640 and $194,492, respectively, in revenue from providing services to Parscale Strategy, and as of December 31,2020 and 2019, Parscale Strategy had an outstanding accounts receivable of zero and $5,417, respectively.

On August 1, 2017, Parscale Digital signed a lease with Bureau, Inc., a related party, to provide a workplace for the employees of Parscale Digital. Bureau, Inc., is wholly owned by Jill Giles, an employee of the Company. Details on this lease are included in Note 15.

On August 1, 2017, Parscale Digital signed a lease with Parscale Strategy for computer equipment and office furniture. Parscale Strategy is wholly owned by Brad Parscale, who served on the CloudCommerce board of directors from August 1, 2017 until his resignation on December 10, 2019. Details of this lease are included in Note 15.

As of December 31, 2020, we had convertible notes in the amount of $183,884 with a relative of a shareholder that owns in excess of 5% of our outstanding common stock. We believe that the terms of those convertible notes are consistent with arm’s length transactions.

14.       CONCENTRATIONS

For the year ended December 31, 2020 and 2019, the Company had two and one major customers that represented approximately 34% and 22% of total revenue, respectively. At December 31, 2020 and December 31, 2019, accounts receivable from two and two customers, represented approximately 32% and 35% of total accounts receivable, respectively. The customers comprising the concentrations within the accounts receivable are not the same customers that comprise the concentrations with the revenues discussed above.

15.       COMMITMENTS AND CONTINGENCIES

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement, over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on our consolidated balance sheets. Finance leases are included in property and equipment, current liabilities, and long-term liabilities on our consolidated balance sheets. 

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The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The Company has elected the practical expedient to combine lease and non-lease components as a single component. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. As of December 31, 2020, the company recognized ROU assets of $171,549 and operating lease liabilities of $171,549.

The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate of 10%, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2019 adoption date.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 3 years, some of which include options to extend the lease term for up to an undetermined number of years. 

Operating Leases

On August 1, 2017, Parscale Digital signed a lease agreement with Bureau, Inc., a related party, which commenced on August 1, 2017, for approximately 8,290 square feet, at 321 Sixth Street, San Antonio, TX 78215, for $9,800 per month, plus a pro rata share of the common building expenses. The lease expires on July 31, 2022. As of December 31, 2020, it is unclear whether we will attempt to extend this lease beyond the July 31, 2022 expiration date. However, because the lease expiration is greater than twelve months, the lease liability is included on the Balance Sheet as Right-of-use lease. This lease does not include a residual value guarantee, nor do we expect any material exit costs. As of January 1, 2019, we determined that this lease meets the criterion to be classified as a ROU Asset and is included on the balance sheet as Right-Of-Use Assets. As of December 31, 2020, the ROU asset and liability balances of this lease were $171,549 and $171,549, respectively.

Total operating lease expense for the year ended December 31, 2020 and 2019 was $155,119 and $190,860, respectively. The Company is also required to pay its pro rata share of taxes, building maintenance costs, and insurance in according to the lease agreement.

On May 21, 2014, the Company entered into a settlement agreement with the landlord of our previous location at 6500 Hollister Ave., Goleta, CA, to make monthly payments on past due rent totaling $227,052. Under the terms of the agreement, the Company will make monthly payments of $350 on a reduced balance of $40,250. Upon payment of $40,250, the Company will record a gain on extinguishment of debt of $186,802. As of December 31, 2020, the Company recorded the outstanding balance under this settlement agreement as a long-term accrued expense, with the current portion of the debt recorded in accrued expenses. As of December 31, 2020, and December 31, 2019, the Company owed $12,600 and $16,800 on the outstanding reduced payment terms, respectively.

The Company is required to pay its pro rata share of taxes, building maintenance costs, and insurance in accordance with the operating lease agreements of Parscale Digital.

Finance Leases

On August 1, 2017, Parscale Digital signed a lease agreement with Parscale Strategy, a related party, for the use of office equipment and furniture. The lease provides for a term of thirty-six (36) months, at a monthly payment of $3,000, and an option to purchase all items at the end of the lease for one dollar. It is certain that the Company will exercise this purchase option. We have evaluated this lease in accordance with ASC 840-30 and determined that it meets the definition of a finance lease.

The following is a schedule of the net book value of the finance lease.

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Assets	December 31, 2020			December 31, 2019
Leased equipment under finance lease,	$	100,097		$	100,097
less accumulated amortization		(84,837	)		(60,007	)
Net	$	15,260		$	40,090

Liabilities	December 31, 2020		December 31, 2019
Obligations under finance lease (current)	$	—	$	20,654
Obligations under finance lease (noncurrent)		—		—
Total	$	—	$	20,654

Below is a reconciliation of leases to the financial statements.

	ROU Operating Leases		Finance Leases
Leased asset balance	$	171,549	$	15,260
Liability balance		171,549		—
Cash flow (operating)		—		—
Cash flow (financing)		—		—
Interest expense	$	22,390	$	—

The following is a schedule, by years, of future minimum lease payments required under the operating and finance leases.

Years Ending December 31,		ROU Operating Leases			Finance Leases
	2021	$	117,600		$	15,260
	2022		68,600			—
	2023		—			—
	Thereafter		—			—
	Total		186,200			15,260
	Less imputed interest		(14,651	)		—
	Total liability	$	171,549		$	15,260

Other information related to leases is as follows:

Lease Type	Weighted Average Remaining Term		Weighted Average Discount Rate (1)
Operating Leases		19 months		10	%
Finance Leases		0 months		10	%

(1) This discount rate is consistent with our borrowing rates from various lenders.

Legal Matters

The Company may be involved in legal actions and claims arising in the ordinary course of business, from time to time, none of which at the time are considered to be material to the Company’s business or financial condition.

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16. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION

During the year ended December 31, 2020, there were the following non-cash activities.

- Certain lenders converted a total of $291,940 of principal, interest and fees, into 226,300,034 common shares. The Company recorded no losses on these conversions. As a result of these conversions, we recorded a reduction to the derivative liability of $339,105. Detail of the conversions is below.

Conversion Date	Note Date	Principal		Interest/Fees		Shares
January 21, 2020	January 31, 2019	$	—	$	249		4,300,327
January 29, 2020	May 2, 2019		9,815		250		11,000,000
February 6, 2020	May 2, 2019		10,291		250		10,800,000
February 11, 2020	May 2, 2019		19,917		250		17,400,000
March 6, 2020	September 4, 2019		15,000		—		10,000,000
March 9, 2020	September 4, 2019		18,000		—		12,857,143
March 11, 2020	September 4, 2019		15,000		—		12,500,000
April 6, 2020	September 4, 2019		5,000		2,650		7,806,122
April 27, 2020	May 2, 2019		8,478		5,100		22,258,360
May 14, 2020	July 16, 2019		12,000		1,000		26,000,000
June 16, 2020	July 16, 2019		14,900		1,000		26,500,000
June 18, 2020	July 16, 2019		9,800		1,000		18,000,000
June 22, 2020	July 16, 2019		5,000		1,000		10,000,000
June 23, 2020	March 25, 2013		50,000		36,260		21,565,068
June 23, 2020	April 20, 2018		38,894		4,236		4,313,014
June 25, 2020	July 16, 2019		1,300		5,300		11,000,000
		$	233,395	$	58,545		226,300,034

- The values of the ROU operating leases assets and liabilities each declined $95,209, netting to zero on the statement of cash flows.

- Recorded an initial derivative discount for notes that became convertible during the period, in the amount of $127,273, which was converted and eliminated.

- Related party debt and interest in the amount of $259,698 was exchanged for 2,597 shares of series G preferred stock. See footnote 9 for the details of this exchange.

- Recorded the value of shares issued to lenders in the amount of $334,377.

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During the year ended December 31, 2019, there were the following non-cash activities.

- Lenders converted debt into common stock, within the terms of the agreements. The Company recording no losses on the following conversions:

Conversion Date	Note Date	Principal		Interest/Fees		Shares
July 17, 2019	January 16, 2019	$	12,000	$	—		1,967,213
August 5, 2019	January 31, 2019		7,838		250		2,550,000
August 27, 2019	January 16, 2019		12,000		—		3,870,968
September 4, 2019	January 16, 2019		15,000		—		5,172,414
September 4, 2019	January 31, 2019		7,777		250		2,800,000
September 5, 2019	January 16, 2019		15,000		—		5,172,414
September 13, 2019	January 16, 2019		16,000		—		6,956,522
September 25, 2019	January 16, 2019		14,800		—		7,047,619
October 28, 2019	January 16, 2019		11,300		—		7,062,500
November 4, 2019	January 16, 2019		6,900		5,150		7,531,250
November 20, 2019	February 21, 2019		6,900		—		4,928,571
November 26, 2019	February 21, 2019		7,900		—		9,294,118
November 27, 2019	February 21, 2019		7,900		—		9,294,118
December 2, 2019	February 21, 2019		8,900		—		10,470,588
December 4, 2019	February 21, 2019		8,900		—		10,470,588
December 4, 2019	February 21, 2019		8,900		—		10,470,588
December 4, 2019	January 31, 2019		6,359		250		8,333,670
December 5, 2019	February 21, 2019		3,600		2,650		7,352,941
December 5, 2019	January 31, 2019		9,663		250		12,500,000
December 6, 2019	April 24, 2019		9,800		—		11,529,412
December 6, 2019	April 24, 2019		9,800		—		11,529,412
December 6, 2019	January 31, 2019		10,456		250		13,500,000
December 9, 2019	April 24, 2019		13,000		—		15,294,118
December 9, 2019	April 24, 2019		10,400		2,150		14,764,706
December 11, 2019	January 31, 2019		11,407		1,915		16,800,000
December 16, 2019	June 10, 2019		15,000		—		17,647,059
December 16, 2019	June 10, 2019		15,000		—		17,647,059
December 17, 2019	June 10, 2019		15,000		—		17,647,059
December 17, 2019	June 10, 2019		8,000		2,650		12,529,412
			305,500		15,765		282,123,319

- Recorded the initial values of ROU operating leases, which increased ROU assets by $398,506 and operating lease liability by $398,506, netting to zero on the statement of cash flows. As of December 31, 2019, the ROU asset and liability balances were $266,758 and $266,758, respectively.

- For the year ended December 31, 2019, the Company recorded a discount on the convertible notes and derivative liability in the amount of $467,019, which declined by $287,668 during the year due to conversions (derivative settlements).

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17.       INCOME TAXES

The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 were as follows, assuming a 21% and 21% effective tax rate, respectively:

	For the years ended December 31,
	2020			2019
Deferred tax provision:
Federal
Deferred tax asset	$	3,427,761		$	3,263,237
Valuation allowance		(3,427,761	)		(3,263,237	)
Total deferred tax provision	$	—		$	—

As of December 31, 2020, the Company had approximately $16,322,673 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2040. The deferred tax liability balances as of December 31, 2020 and 2019 were zero and zero, respectively. During the year ended December 31, 2018, it was determined that, due to the Company never having paid federal income taxes and having a large net operating loss (NOL), it is unlikely we will pay federal income taxes in the foreseeable future.

The Company provided a valuation allowance equal to the deferred income tax assets for the period from June 30, 2011 to December 31, 2020 because it is not presently known whether future taxable income will be sufficient to utilize the tax loss carryforwards.

The Company has no uncertain tax positions.

18. SUBSEQUENT EVENTS.

On January 5, 2021, we granted non-qualified stock options to purchase up to 368,000,000 shares of our common stock to six key employees and three directors, at an exercise price of $0.0068 per share. The stock options vest equally over a period of 36 months and expire January 5, 2026. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 5, 2022.

On January 14, 2021, the Company formed a new entity aiAdvertising, Inc., as a Nevada corporation, in order to grow our artificial intelligence-enabled advertising platform SWARM.

On January 15, 2021, an accredited investor converted $183,130.74 in principal, interest and fees resulting in the issuance of 18,313,074 shares of common stock. This note was converted within the terms of the agreement and did not result in a gain of loss.

On January 22, 2021, the Company filed form S-3 to offer up to $100,000,000 worth of our stock to accredited investors. The offering became effective on February 16, 2021.

On January 28, 2021, the Company entered into an Unsecured Promissory Note ( in the aggregate principal amount of $840,000, with Bountiful Capital, LLC for gross proceeds of $840,000. The Promissory Note was funded on January 28, 2021. The investor is a related party. The chief financial officer of the Company, Greg Boden, is also the president of Bountiful Capital, LLC. The note bears interest at a rate of 5% per year and is not convertible into shares of common stock of the Company. Principal and interest under the note are due and payable upon maturity on January 28, 2022, and a prepayment of the note is permitted. On March 4, 2021, the Company paid off the note in full in the amount of $840,000.

On February 4, 2021, the Company received loan proceeds of $780,680 under the Second Draw of the Paycheck Protection Program (“PPP2”). The PPP2 is evidenced by a promissory note (, between the Company and the Cache Valley Bank. The note has a five-year term, bears interest at the rate of 1.00% per year, and may be prepaid at any time without payment of any premium.  No payments of principal or interest are due during the six-month period beginning on the date of the Note (the “Deferral Period”).  The principal and accrued interest under the note is forgivable after eight weeks if the Company uses the PPP2 Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP2 requirements. In order to obtain

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forgiveness of the PPP2 Loan, the Company must submit a request and provide satisfactory documentation regarding its compliance with applicable requirements.  The Company must repay any unforgiven principal amount of the note, with interest, on a monthly basis following the Deferral Period.  The Company intends to use the proceeds of the PPP2 Loan for eligible purposes and to pursue forgiveness, although the Company may take action that could cause some or all of the PPP Loan to become ineligible for forgiveness. No assurance is provided that forgiveness for all or any portion of the PPP2 Loan will be obtained. The note contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or covenants.  The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company.

On February 17, 2021, the Company entered into an agreement with a related party lender (Bountiful Capital, LLC) to refinance the demand notes disclosed in footnote 9 (“Refinance Note”). Under the terms of the agreement, the Company exchanged 10 demand notes dated between August 2017 and January 2018 for a new consolidated note payable with an expiration date of August 31, 2021. The new Refinance Note accrues interest at a rate of 5% per year. At the time of the execution of the Refinance Note, the Company issued 25,000,000 restricted shares of its common stock to the lender.

On February 19, 2021, the Company entered into a securities purchase agreement with an accredited investor for the purchase and sale of an aggregate of 85,000,000 shares of common stock (the “Shares”), (ii) pre-funded warrants to purchase up to 57,857,143 shares of common stock (the “Pre-funded Warrants), and (iii) warrants to purchase up to 142,857,143 shares of common stock (the “Common Warrants,” and together with the Pre-Funded Warrants, the “Warrants”), in a registered direct offering at a purchase price of $0.07 per Share and Common Warrant, or $0.069 per Pre-Funded Warrant and Common Warrant. The Common Warrants are exercisable for a period of five years commencing upon issuance, at an exercise price of $0.07 per share, subject to certain adjustments set forth therein. The Pre-funded Warrants are exercisable commencing upon issuance and expiring upon the exercise of the Pre-funded Warrants in full, at an exercise price of $0.001 per share, subject to certain adjustments set forth therein. The Company received gross proceeds of $10,000,000 from this accredited investor. On March 5, 2021, we and the purchaser entered into an amendment agreement to the Purchase Agreement (the “Amendment Agreement”) to reduce the exercise price of the Common Warrants from $0.07 to $0.0454 per share of common stock. We also agreed to issue an additional 28,571,421 Common Warrants to the purchaser. No other changes to the Common Warrants or other terms of the Purchase Agreement were made.

Following is the detail of the shares of common stock issued after December 31, 2020:

Date of Issuance		Type			Shares
	January 15, 2021	Debt Conversion	(1	)		18,313,074
	February 3, 2021	Preferred A Conv	(2	)		40,000,000
	February 3, 2021	Preferred A Conv	(2	)		16,000,000
	February 16, 2021	Preferred A Conv	(2	)		44,000,000
	February 17, 2021	Debt Refinance	(3	)		25,000,000
	February 18, 2021	Stock Option Exercise	(5	)		2,160,294
	February 22, 2021	Stock Sale	(4	)		85,000,000
	February 22, 2021	Stock Option Exercise	(5	)		660,192
	March 4, 2021	Stock Option Exercise	(5	)		708,469
						231,842,029

__________________________________________

(1) See subsequent even dated January 15, 2021.

(2) Holders of our series A preferred stock converted all 10,000 shares of series A preferred stock into an aggregate 100,000,000 shares of our common stock. The holders of these shares are deemed affiliates and are restricted in the number of shares that may be sold.

(3) See subsequent event dated February 17, 2021.

(4) See subsequent event dated February 19, 2021.

(5) Stock options were exercised, and shares of common stock were issued in accordance with the respective stock option agreements. No officer, director or affiliate were the recipients of the shares issued.

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ITEM 9. CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, with the participation of the Company's executive and principal financial officers, or persons performing similar functions, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act of 1934, as amended), as of the end of the period covered by this report to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and (ii) accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, our management concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.  Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. 

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.  Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013).  A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.  

Management did not identify any control deficiencies or material weaknesses in the course of performing this internal controls assessment. Management has concluded that we did maintain effective internal control over financial reporting as of December 31, 2020, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

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No Attestation Report by Independent Registered Accountant

The effectiveness of our internal control over financial reporting as of December 31, 2020 has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter of fiscal year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The Company’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table lists the executive officers and directors of the Company:

Name	Age		Position
Andrew Van Noy		38	Chief Executive Officer, President and Chairman
Gregory Boden		50	Chief Financial Officer, Corporate Secretary, and Director
Kevin Myers		58	Director

Andrew Van Noy, age 38, has been a director of the Company since November 2012. Mr. Van Noy has been the President of the Company since April 2012 and the Chief Executive Officer of the Company since August 2012. He was Executive Vice President of the Company from November 2011 to April 2012 and Vice President of Sales and Marketing of the Company from May 2011 to November 2011. 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. Mr. Van Noy came to the Company with experience in digital marketing, private equity and investment banking. During his years at the Company, Mr. Van Noy led the efforts to rebrand and restructure the business and presided over the acquisition of a number of companies. Mr. Van Noy graduated from BYU with a Bachelor of Science degree. 

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 the launch of our Magento platform.

Gregory Boden, age 50, has been a director of the Company since November 2011 and the Corporate Secretary of the Company since February 2013. On April 24, 2012 Mr. Boden was appointed Chief Financial Officer

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of the Company. From June 2011 to March 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 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 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.

Kevin Myers, age 58, has been an independent director of the Company since December 2019. Mr. Myers served as the chief marketing and information officer of Donatos Pizza, from February 2018 until March 2020. Prior to Donatos Pizza, Mr. Myers served as the General Manager of the brand division of Majority Strategies, a full-service data, digital and print agency, from November 2015 until February 2018. In this role, Mr. Myers was responsible for revenue growth and product development in the company’s corporate advertising division. Prior to Majority Strategies, Mr. Myers held various marketing and advertising roles for over 12 years. He holds a bachelor’s degrees from the Ohio State University in industrial and computer science engineering.

The Board of Directors believes that Mr. Myers is qualified to serve as a director because of his industry experience and his understanding of industry trends.

No director is required to make any specific amount or percentage of his business time available to us. Our officer intends to devote such amount of his time to our affairs as is required or deemed appropriate by us.

Family Relationships

There are no family relationships among our executive officers and directors.

Involvement in Certain Legal Proceedings

During the past eleven years, none of our directors, executive officers, promoters, control persons, or nominees has been:

● the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

● convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

● subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

● found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

● the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

● the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Board Committees

The Board of Directors has not had an Audit Committee since February 2006. The Board of Directors acts as the audit committee. Due to his experience in public accounting and his understanding of GAAP, we believe that Mr. Boden, the Company’s Chief Financial Officer, fills the role of “audit committee financial expert” as defined in Item 407(d) of Regulation S-K promulgated by the SEC. Because Mr. Boden is the Chief Financial Officer of the Company, he is not independent.

Code of Conduct

The Company has adopted a Code of Conduct that applies to all of its directors, officers and employees. Any waiver of the provisions of the Code of Conduct for executive officers and directors may be made only by the Audit Committee, when formed, or the full Board of Directors and, in the case of a waiver for members of the Audit Committee, by the Board of Directors. Any such waivers will be promptly disclosed to the Company’s shareholders. A copy of our Code of Conduct will be provided to any person requesting same without charge. To request a copy of our Code of Conduct please make written request to our Chief Executive Officer c/o CloudCommerce, Inc. at 321 Sixth Street, San Antonio, TX 78215.

Changes in Nominating Procedures

None.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation Table (“Named Executive Officers”), and executive officers that we may hire in the future. As more fully described below, our Board of Directors makes all decisions for the total direct compensation of our executive officers, including the Named Executive Officers. We do not have a compensation committee, so all decisions with respect to management compensation are made by the whole board.

Compensation Program Objectives and Rewards

Our compensation philosophy is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward the common objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following this philosophy, in determining executive compensation, we consider all relevant factors, such as the competition for talent, our desire to link pay with performance in the future, the use of equity to align executive interests with those of our stockholders, individual contributions, teamwork and performance, and each executive’s total compensation package. We strive to accomplish these objectives by compensating all executives with total compensation packages consisting of a combination of competitive base salary and incentive compensation.

To date, we have not applied a formal compensation program to determine the compensation of the Named Executives Officers. In the future, as we and our management team expand, our Board of Directors expects to add independent members, form a compensation committee comprised of independent directors, and apply the compensation philosophy and policies described in this section of the 10-K.

The primary purpose of the compensation and benefits described below is to attract, retain, and motivate highly talented individuals when we do hire, who will engage in the behaviors necessary to enable us to succeed in our mission while upholding our values in a highly competitive marketplace. Different elements are designed to engender different behaviors, and the actual incentive amounts which may be awarded to each Named Executive Officer are subject to the annual review of the Board of Directors. The following is a brief description of the key elements of our planned executive compensation structure.

· Base salary and benefits are designed to attract and retain employees over time.

· Incentive compensation awards are designed to focus employees on the business objectives for a particular year.

· Equity incentive awards, such as stock options and non-vested stock, focus executives’ efforts on the behaviors within the recipients’ control that they believe are designed to ensure our long-term

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success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements.

· Severance and change in control plans are designed to facilitate the Company’s ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered. We currently have not given separation benefits to any of our Name Executive Officers.

Benchmarking

We have not yet adopted benchmarking but may do so in the future. When making compensation decisions, our Board of Directors may compare each element of compensation paid to our Named Executive Officers against a report showing comparable compensation metrics from a group that includes both publicly-traded and privately-held companies. Our Board believes that while such peer group benchmarks are a point of reference for measurement, they are not necessarily a determining factor in setting executive compensation as each executive officer’s compensation relative to the benchmark varies based on scope of responsibility and time in the position. We have not yet formally established our peer group for this purpose.

The Elements of CloudCommerce’s Compensation Program

Base Salary

Executive officer base salaries are based on job responsibilities and individual contribution. The Board reviews the base salaries of our executive officers, including our Named Executive Officers, considering factors such as corporate progress toward achieving objectives (without reference to any specific performance-related targets) and individual performance experience and expertise. None of our Named Executive Officers have employment agreements with us. Additional factors reviewed by the Board of Directors in determining appropriate base salary levels and raises include subjective factors related to corporate and individual performance. For the year ended December 31, 2020, all executive officer base salary decisions were approved by the Board of Directors.

Our Board of Directors determines base salaries for the Named Executive Officers at the beginning of each fiscal year, or during the year if needed, and the Board proposes new base salary amounts, if appropriate, based on its evaluation of individual performance and expected future contributions.

Incentive Compensation Awards

During the fiscal years ended December 31, 2020 and 2019, the Company did not have an incentive compensation plan.

Equity Incentive Awards

Our 2003 Stock Option Plan for directors, officers, employees and key consultants (the “2003 Plan”) which authorized the issuance of up to 5,000,000 shares of our common stock pursuant to the 2003 Plan terminated upon the expiration of the remaining options granted under the 2003 Plan on May 24, 2014. In December 2020 the Company adopted the CloudCommerce, Inc. 2020 Equity Incentive Plan. The Board considers several factors in determining whether awards are granted to an executive officer, including those previously described, as well as the executive’s position, his or her performance and responsibilities, and the amount of options, if any, currently held by the officer and their vesting schedule. Our policy prohibits backdating options or granting them retroactively. As of June 30, 2014, no stock options granted under the 2003 Plan remain outstanding and the 2003 Plan has been terminated. As of December 31, 2020, 429,675,799 stock options granted outside of the 2003 Plan are outstanding.

Benefits and Prerequisites

At this stage of our business we have limited benefits and no prerequisites for our employees other than paid time off that are generally comparable to those offered by other small private and public companies or as may be required by applicable state employment laws. We may adopt retirement plans and confer other fringe benefits for our executive officers in the future if our business grows sufficiently to enable us to afford them.

Separation and Change in Control Arrangements

We do not have any employment agreements with our Named Executive Officers. No employee is eligible for specific benefits or payments if their employment or engagement terminates in a separation or if there is a change of control.

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Executive Officer Compensation

The following summary compensation table sets forth certain information concerning compensation paid to the Company’s Chief Executive Officer and its most highly paid executive officers whose total annual salary and bonus for services rendered in all capacities for the fiscal year ended December 31, 2020 was $100,000 or more.

Summary Compensation Table

Name and Principal Position	Fiscal Year		Salary		Option Awards		All Other Compensation		Total
Andrew Van Noy Chief Executive		2020	$	225,000		-0-		-0-	$	225,000
Officer, President, and Director		2019	$	195,000		-0-		-0-	$	195,000
Gregory Boden Chief Financial Officer, Corporate		2020	$	150,000		-0-		-0-	$	150,000
Secretary and Director		2019	$	120,000		-0-		-0-	$	120,000

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information with respect to unexercised stock options, stock that has not vested, and equity incentive plan awards held by the Company’s executive officers at December 31, 2020.

Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price	Option Expiration Date
Gregory Boden (1) Chief Financial Officer and Corporate Secretary	500,000 2,500,000 10,000,000 5,000,000 50,000,000	- 0 - - 0 - - 0 - - 0 - - 0 -	$0.0040 $0.0053 $0.0131 $0.0150 $0.0019	October 12, 2021 August 13, 2022 February 3, 2022 August 25, 2022 January 17,2025
Andrew Van Noy (2) Chief Executive Officer and President	5,000,000 30,000,000 15,000,000 20,000,000 50,000,000	- 0 - - 0 - - 0 - - 0 - - 0 -	$0.0053 $0.0131 $0.0130 $0.0150 $0.0019	August 13, 2022 February 3, 2022 March 20, 2022 August 25, 2022 January 17,2025

(1) On October 12, 2011, Mr. Boden received stock options to purchase 500,000 shares of common stock, at an exercise price of $0.004 per share exercisable for a period of ten years from the date of grant. These stock options vest at a rate of 1/48 per month commencing on the date of grant until all of the options are vested. On August 13, 2012, Mr. Boden received stock options to purchase 2,500,000 shares of common stock, at an exercise price of $0.0053 per share exercisable for a period of seven years from the date of grant. These stock options vest at a rate of 1/36 per month commencing on the date of grant until all of the options are vested. On February 3, 2015, Mr. Boden received stock options to purchase 10,000,000 shares of common stock, at an exercise price of $0.0131 per share exercisable for a period of seven years from the date of grant. These stock options vest at a rate of 1/36 per month commencing on the date of grant until all of the options are vested. On August 25, 2015, Mr. Boden received stock options to purchase 5,000,000 shares of common stock, at an exercise price of $0.015 per share exercisable for a period of seven years from the date of grant. On January 17, 2020, Mr. Boden received stock options to purchase 50,000,000 shares of common stock, at an exercise price of $0.0019 per share exercisable for

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a period of five years from the date of grant. These stock options vest at a rate of 1/36 per month commencing on the date of grant until all of the options are vested.

(2) On August 13, 2012, Mr. Van Noy received stock options to purchase 5,000,000 shares of common stock, at an exercise price of $0.0053 per share exercisable for a period of seven years from the date of grant. These stock options vest at a rate of 1/36 per month commencing on the date of grant until all of the options are vested. On February 3, 2015, Mr. Van Noy received stock options to purchase 30,000,000 shares of common stock, at an exercise price of $0.0131 per share exercisable for a period of seven years from the date of grant. These stock options vest at a rate of 1/36 per month commencing on the date of grant until all of the options are vested. On March 20, 2015, Mr. Van Noy received stock options to purchase 15,000,000 shares of common stock, at an exercise price of $0.013 per share exercisable for a period of seven years from the date of grant. These stock options vest at a rate of 1/36 per month commencing on the date of grant until all of the options are vested. On August 25, 2015, Mr. Van Noy received stock options to purchase 20,000,000 shares of common stock, at an exercise price of $0.015 per share exercisable for a period of seven years from the date of grant. On January 17, 2020, Mr. Van Noy received stock options to purchase 50,000,000 shares of common stock, at an exercise price of $0.0019 per share exercisable for a period of seven years from the date of grant. These stock options vest at a rate of 1/36 per month commencing on the date of grant until all of the options are vested.

Director Compensation

The Company’s directors receive compensation for their services rendered to the Company as directors. During the fiscal years ended December 31, 2020 and 2019, this compensation totaled $30,000 and zero, respectively, to each director. Compensation to employee directors is included in the summary compensation table.

The following table sets forth compensation we paid to our directors during the year ended December 31, 2020 (excluding compensation under the Summary Compensation table above).

	Fees
	Earned or
	Paid in		Stock		Option		All Other
Name	Cash		Awards (2)		Awards		Compensation		Total
Andrew Van Noy	$	30,000		—		—		—	$	30,000
Gregory Boden	$	30,000		—		—		—	$	30,000
Kevin Myers	$	30,000		—		—		—	$	30,000

Employment Agreements

The Company has not entered into any employment agreements with its executive officers to date. The Company may enter into employment agreements with its executive officers in the future.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the names of our executive officers and directors and all persons known by us to beneficially own 5% or more of the issued and outstanding common stock of CloudCommerce at March 12, 2021. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or become exercisable within 60 days of March 12, 2021 are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The percentage ownership of each beneficial owner is based on 915,782,133 outstanding shares of common stock. Except as otherwise listed below, the address of each person is c/o CloudCommerce, Inc., 321 Sixth Street, San Antonio, TX 78215. Except as indicated, each person listed below has sole voting and investment power with respect to the shares set forth opposite such person’s name.

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Name, Title and Address	Number of Shares Beneficially Owned (1)		Percentage Ownership
Gregory Boden Director, Chief Financial Officer, and Corporate Secretary (2)		37,230,164		3.9	%
Andrew VanNoy Chairman, Chief Executive Officer, and President (3)		97,782,733		9.6	%
Kevin Myers Director (4)		8,229,224		0.9	%
All current Executive Officers and Directors as a Group (3 persons)		143,242,121		14.4	%
Zachary Bartlett Vice President of Communications (5)		67,533,303		6.9	%
Bradley Parscale (6)		225,000,000		19.7	%

(1) Except as pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned.

(2) Includes 37,178,082 shares which may be purchased by Mr. Boden pursuant to stock options that are exercisable within 60 days of March 12, 2021. Does not include shares of common stock issuable upon conversion of outstanding convertible promissory notes and Series C Preferred stock held Bountiful Capital LLC, of which Mr. Boden serves as President. Such securities subject to a 4.99% ownership blockers.

(3) Includes 89,178,082 shares which may be purchased by Mr. Van Noy pursuant to stock options that are exercisable within 60 days of March 12, 2021.

(4) Includes 8,229,224 shares which may be purchased by Mr. Myers pursuant to stock options that are exercisable within 60 days of March 12, 2021.

(5) Includes 35,000,000 shares which may be purchased by Mr. Bartlett pursuant to stock options that are exercisable within 60 days of March 12, 2021.

(6) Includes shares underlying 90,000 shares of Series D Preferred Stock. Each share of Series D Preferred Stock may be converted at any time upon ninety (90) days’ written notice, into 2,500 shares of the Company’s common stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

The Chief Financial Officer of the Company, Gregory Boden, is also the President of Bountiful Capital, LLC (“Bountiful Capital”). Bountiful Capital issued promissory notes to the Company on January 12, 2016, April 18, 2016, October 3, 2016, May 16, 2017, May 30, 2017, June 14, 2017 and June 29, 2017, July 10, 2017, July 14, 2017, and July 30, 2017, which have been exchanged for Series C Preferred Stock, as of July 31, 2017. Bountiful Capital issued promissory notes to the Company on August 3, 2017, August 15, 2017, August 28, 2017, September 28, 2017, October 11, 2017, October 27, 2017, November 15, 2017, November 27, 2017, November 30, 2017, December 19,

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2017, January 3, 2018, January 30, 2018, February 2, 2018, July 23, 2019, August 20, 2019, and August 28, 2019. As of December 31, 2020, the total balance on these notes was $792,235, which includes $109,135 of accrued interest.

On August 1, 2017, Bradley Parscale, a then-director of the Company, entered into a consulting agreement with Parscale Digital, our wholly owned subsidiary, pursuant to which Parscale Digital has agreed to engage Mr. Parscale, and Mr. Parscale agreed, to (i) provide specialized consulting services to Parscale Digital’s clients and (ii) undertake speaking engagements and trade conference and seminar appearances, for a period of two (2) years. In consideration of such services to be rendered under the consulting agreement, Parscale Digital shall pay Mr. Parscale a consultancy fee equal to ninety-five (95%) percent of all fees collected directly by Parscale Digital for Mr. Parscale’s performance of such services. This agreement expired August 1, 2019 and was not extended.

Director Independence

Kevin Myers, who was added as a director of the Company on December 10, 2019, is the only independent director as defined under Nasdaq Marketplace Rules.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

M&K CPAs, PLLC (“M&K”) has served as the Company’s independent registered accountants since August 2018. M&K also is a provider of tax services to the Company.

Audit Fees

An aggregate of $73,300 was billed to us by our auditors for professional services, including audit of the annual financial statement of the Company for the fiscal year ended December 31, 2020, and review of the interim financial statements included in quarterly reports on Form 10-Q for the periods ended September 30, 2020, June 30, 2020, and March 31, 2020.

An aggregate of $64,519 was billed to us by our auditors for professional services, including audit of the annual financial statement of the Company for the fiscal year ended December 31, 2019, and review of the interim financial statements included in quarterly reports on Form 10-Q for the periods ended September 30, 2019, June 30, 2019, and March 31, 2019

Audit Related Fees

None.

Tax Fees

Our auditors billed the Company $1,500 for tax preparation services during the fiscal year ended December 31, 2020.

Our auditors billed the Company $1,500 for tax preparation services during the fiscal year ended December 31, 2019.

All Other Fees

None.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Financial Statements

The Cloudcommerce, Inc. financial statements are included in Item 8. Financial Statements and Supplementary Data.

2. Financial Schedules

None.

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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).

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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).
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)

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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
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

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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 15, 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 15, 2021

--------------------------------------

Andrew Van Noy,

Chief Executive Officer, President and Chairman

(Principal Executive Officer)

By: /s/ Gregory Boden Dated: March 15, 2021

--------------------------------------

Gregory Boden, Chief Financial Officer and Director

(Principal Financial/Accounting Officer)

By: /s/ Kevin Myers Dated: March 15, 2021

--------------------------------------

Kevin Myers, Director

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EX-21

EXHIBIT 21.1

LIST OF SUBSIDIARIES

EXHIBIT 21.1

LIST OF SUBSIDIARIES

NAME OF SUBSIDIARY STATE OF INCORPORATION

CLWD Operations, Inc. Delaware

Parscale Digital, Inc. Nevada

WebTegrity, Inc. Nevada

Giles Design Bureau, Inc. Nevada

Data Propria, Inc. Nevada

aiAdvertising, Inc. Nevada

EX-31.1

EXHIBIT 31.1

CERTIFICATION

EXHIBIT 31.1

CERTIFICATION

I, Andrew Van Noy, certify that:

1. I have reviewed this Annual Report on Form 10-K of CloudCommerce, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 15, 2021

By: /s/ Andrew Van Noy

Andrew Van Noy, Chief Executive Officer and President

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

EXHIBIT 31.2

CERTIFICATION

I, Gregory Boden, certify that:

1. I have reviewed this Annual Report on Form 10-K of CloudCommerce, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 15, 2021

By: /s/ Gregory Boden

Gregory Boden, Chief Financial Officer

(Principal Financial/Accounting Officer)

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CloudCommerce, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2020 (the “Report”) I, Andrew Van Noy, Chief Executive Officer and President of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 15, 2021

By: /s/ Andrew Van Noy

Andrew Van Noy, Chief Executive Officer and President

(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

SECTION 906 CERTIFICATION

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CloudCommerce, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2020 (the “Report”) I, Gregory Boden, Chief Financial Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 15, 2021

By: /s/ Gregory Boden

Gregory Boden, Chief Financial Officer

(Principal Financial/Accounting Officer)

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 15, 2021	Jun. 30, 2020
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Current Fiscal Year End Date	--12-31
Entity File Number	000-13215
Entity Registrant Name	CLOUDCOMMERCE, INC.
Entity Central Index Key	0000743758
Entity Tax Identification Number	30-0050402
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	321
Entity Address, Address Line Two	Sixth Street
Entity Address, City or Town	San Antonio
Entity Address, State or Province	TX
Entity Address, Country	US
Entity Address, Postal Zip Code	78215
City Area Code	805
Local Phone Number	964-3313
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 4,596,158
Entity Common Stock, Shares Outstanding		915,782,133
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020

XML

Consolidated Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash	$ 10,538	$ 819,328
Accounts receivable, net	343,359	854,650
Accounts receivable, net - related party		2,876
Costs in excess of billings		21,606
Prepaid and other current Assets	30,430	26,849
TOTAL CURRENT ASSETS	384,327	1,725,309
PROPERTY & EQUIPMENT, net	55,682	91,422
RIGHT-OF-USE ASSETS	171,549	266,758
OTHER ASSETS
Lease deposit	9,800	9,800
Goodwill and other intangible assets, net	26,582	658,877
TOTAL OTHER ASSETS	36,382	668,677
TOTAL ASSETS	647,940	2,752,166
CURRENT LIABILITIES
Accounts payable	1,575,880	1,868,329
Accounts payable, related party	10,517	41,738
Accrued expenses	648,273	569,168
Operating lease liability	171,548	266,758
Lines of credit	379,797	476,962
Deferred revenue and customer deposit	841,290	2,080,762
Convertible notes and interest payable, current, net	183,884	468,145
Derivative Liability		342,850
Finance lease obligation, current		20,654
Notes payable	565,008	506,919
Notes payable, related parties	792,235	1,018,524
TOTAL CURRENT LIABILITIES	5,168,432	7,660,809
LONG TERM LIABILITIES
Accrued expenses, long term	195,553	199,403
TOTAL LONG TERM LIABILITIES	195,553	199,403
TOTAL LIABILITIES	5,363,985	7,860,212
SHAREHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding	147	142
Common stock, $0.001 par value; 2,000,000,000 authorized shares; 683,940,104 and 419,638,507 shares issued and outstanding, respectively	683,949	419,648
Additional paid in capital	31,486,837	30,088,492
Accumulated deficit	(36,886,978)	(35,616,328)
TOTAL SHAREHOLDERS' EQUITY	(4,716,045)	(5,108,046)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	647,940	2,752,166
Series A Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding	10	10
TOTAL SHAREHOLDERS' EQUITY	10	10
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	10	10
Series B Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding	18	18
TOTAL SHAREHOLDERS' EQUITY	18	18
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	18	18
Series C Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding	14	14
TOTAL SHAREHOLDERS' EQUITY	14	14
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	14	14
Series D Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding	90	90
TOTAL SHAREHOLDERS' EQUITY	90	90
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	90	90
Series E Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding	10	10
TOTAL SHAREHOLDERS' EQUITY	10	10
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	10	10
Series F Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding	2
TOTAL SHAREHOLDERS' EQUITY	2
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	2
Series G Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding	3
TOTAL SHAREHOLDERS' EQUITY	3
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 3

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	147,460	142,450
Preferred stock, shares outstanding	147,460	142,450
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	683,940,104	419,638,507
Common stock, shares outstanding	683,940,104	419,638,507
Series A Preferred Stock [Member]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000
Series B Preferred Stock [Member]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000	25,000
Preferred stock, shares issued	18,025	18,025
Preferred stock, shares outstanding	18,025	18,025
Series C Preferred Stock [Member]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000	25,000
Preferred stock, shares issued	14,425	14,425
Preferred stock, shares outstanding	14,425	14,425
Series D Preferred Stock [Member]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	90,000	90,000
Preferred stock, shares issued	90,000	90,000
Preferred stock, shares outstanding	90,000	90,000
Series E Preferred Stock [Member]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000
Series F Preferred Stock [Member]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	800,000	800,000
Preferred stock, shares issued	2,413	0
Preferred stock, shares outstanding	2,413	0
Series G Preferred Stock [Member]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,600	2,600
Preferred stock, shares issued	2,597	0
Preferred stock, shares outstanding	2,597	0

XML

Consolidated Statements Of Operations - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
REVENUE	$ 9,738,638	$ 8,978,888
REVENUE - related party	3,640	267,575
TOTAL REVENUE	9,742,278	9,246,463
COST OF REVENUE	6,382,601	7,831,325
Gross Profit	3,359,677	1,415,138
OPERATING EXPENSES
Salaries and outside services	2,473,716	1,259,196
Selling, general and administrative expenses	1,649,425	1,428,608
Loss on impairment of Goodwill and Intangible Assets	560,000	6,760,767
Depreciation and amortization	113,287	1,019,472
TOTAL OPERATING EXPENSES	4,796,428	10,468,043
LOSS FROM OPERATIONS BEFORE OTHER INCOME AND TAXES	(1,436,751)	(9,052,905)
OTHER INCOME (EXPENSE)
Gain (loss) on sale of fixed assets		(6,452)
Gain (loss) on extinguishment of debt	28,971	6,076
Gain (loss) forgiveness of PPP Loan	780,680
Gain (loss) on changes in derivative liability	131,018	(56,923)
Interest expense	774,568	1,013,176
TOTAL OTHER INCOME (EXPENSE)	166,101	(1,070,475)
LOSS FROM OPERATIONS BEFORE PROVISION FOR TAXES	(1,270,650)	(10,123,380)
PROVISION (BENEFIT) FOR INCOME TAXES
NET LOSS	(1,270,650)	(10,123,380)
PREFERRED DIVIDENDS	111,172	163,000
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (1,381,822)	$ (10,286,380)
NET LOSS PER SHARE
BASIC	$ (0.00)	$ (0.06)
DILUTED	$ (0.00)	$ (0.06)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC	579,856,451	166,055,556
DILUTED	579,856,451	166,055,556

XML

Consolidated Statements Of Shareholders' Equity (Deficit) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance Preferred Stock, shares at Dec. 31, 2018	142,450
Balance Common Stock, shares at Dec. 31, 2018		137,512,588
Balance, value at Dec. 31, 2018	$ 142	$ 137,513	$ 29,532,735	$ (25,492,948)	$ 4,177,442
Series A Preferred stock dividend declared ($8.00 per share)			(80,000)		(80,000)
Series D Preferred stock dividend declared ($0.92 per share)			(83,000)		(83,000)
Share Relinquishment		(8,400)
Stock based compensation			324,959		324,959
Warrant issuance			67,000		67,000
Discount on note			287,669		287,669
Conversion of convertible note, shares		282,134,319
Conversion of convertible note, value		$ 282,135	39,129		321,264
Stock issuances to lenders, value
Derivative settlement					287,669
Net loss				(10,123,380)	$ (10,123,380)
Balance Preferred Stock, shares at Dec. 31, 2019	142,450				142,450
Balance Common Stock, shares at Dec. 31, 2019		419,638,507			419,638,507
Balance, value at Dec. 31, 2019	$ 142	$ 419,648	30,088,492	(35,616,328)	$ (5,108,046)
Stock based compensation			390,035		390,035
Warrant issuance			98,343		98,343
Conversion of convertible note, shares		226,300,034
Conversion of convertible note, value		$ 226,299	65,641		291,940
Stock issuances to lenders, shares		38,001,563
Stock issuances to lenders, value		$ 38,002	296,375		334,377
Exchange debt-for-equity, shares	2,597
Exchange debt-for-equity, value	$ 3		259,695		259,698
Series A preferred stock dividend declared ($2.00 per share)			(80,000)		(80,000)
Series D preferred stock dividend declared ($0.13 per share)			(26,792)		(26,792)
Series F preferred stock dividend declared ($0.54 per share)			(4,380)		(4,380)
Derivative settlement			339,105		339,105
Other - RegA Investor Funds, shares	2,413
Other - RegA Investor Funds, value	$ 2		60,323		60,325
Net loss				(1,270,650)	$ (1,270,650)
Balance Preferred Stock, shares at Dec. 31, 2020	147,460				147,460
Balance Common Stock, shares at Dec. 31, 2020		683,940,104			683,940,104
Balance, value at Dec. 31, 2020	$ 147	$ 683,949	$ 31,486,837	$ (36,886,978)	$ (4,716,045)

XML

Consolidated Statements Of Shareholders' Equity (Deficit) (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Series A Preferred Stock [Member]
Preferred stock dividend declared, price per share	$ 2.00	$ 8.00
Series D Preferred Stock [Member]
Preferred stock dividend declared, price per share	0.13	$ 0.92
Series F Preferred Stock [Member]
Preferred stock dividend declared, price per share	$ 0.54

XML

Consolidated Statements Of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,270,650)	$ (10,123,380)
Adjustment to reconcile net loss to net cash (used in) operating activities
Bad debt expense	16,868	114,748
Depreciation and amortization	113,287	1,019,472
Loss on sale of fixed assets		(6,452)
Loss on impairment of goodwill & intangibles	560,000	6,760,767
Gain on forgiveness of PPP loan	780,680
Non-cash compensation expense	390,035	391,959
Non-cash service expense	98,343
Amortization of Debt Discount	270,607	60,274
(Gain)/loss on derivative liability valuation	(131,018)	56,923
Derivative expense		493,700
(Increase) Decrease in:
Accounts receivable	(497,299)	(30,182)
Prepaid expenses and other assets	3,581	(47,435)
Costs in excess of billings	(21,606)	(77,411)
Lease deposit		(4,000)
Accounts payable	(323,670)	290,952
Accrued expenses	(31,597)	(96,201)
Customer Deposits	(1,239,472)	1,326,904
Deferred income		(327,712)
NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES	(1,812,623)	133,886
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for purchase of fixed assets	5,253	2,104
NET CASH USED IN INVESTING ACTIVITIES	(5,253)	(2,104)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligation	20,654	34,038
Payment of dividend	23,452	24,142
Proceeds on line of credit, net	60,106	(97,005)
Proceeds from issuance of notes, related party		53,500
Proceeds from issuance of preferred stock	60,325
Principal payments on debt, third party	(91,000)
Proceeds from issuance of notes payable	1,530,680	541,000
Principal payments on term loan	506,919	493,081
Proceeds from issuance of term loan		625,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,009,086	571,234
NET INCREASE / (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(808,790)	703,016
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	819,328	116,312
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	10,538	819,328
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	285,293	123,223
Taxes paid
Non-cash financing activities:
Conversion of notes payable to common stock	291,940	321,265
Exchange of Debt-to-Equity (Preferred)	259,698
Derivative settlement	339,105	287,669
Shares issued to lenders	334,377
Right of use assets	95,209	398,506
Derivative discount	$ 127,273	$ 467,019

XML

Organization And Line Of Business

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Line of Business

1. ORGANIZATION AND LINE OF BUSINESS

Organization

CloudCommerce, Inc. (“we”, “us”, “our” or the “Company”) is a Nevada corporation formerly known as Warp 9, Inc., Roaming Messenger, Inc., and Latinocare Management Corporation (“LMC”). On July 9, 2015, we changed the name of the Company from Warp 9, Inc. to CloudCommerce, Inc. to reflect a new plan of strategically acquiring profitable data driven marketing solutions providers with strong management teams. The Company, based in San Antonio, Texas, began operations on October 1, 1999. We develop solutions that help our clients acquire, engage, and retain their customers by leveraging cutting edge digital strategies and technologies. We focus intently on using data analytics to drive the creation of great user experiences and effective digital marketing 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 can help us achieve this vision.  The Company consists of four subsidiaries, Parscale Digital, Inc., which merged with Parscale Creative, Inc., as a result of an acquisition dated August 1, 2017, WebTegrity, LLC, which was acquired November 15, 2017, Data Propria, Inc., which the Company launched February 1, 2018, and Giles Design Bureau, Inc., which spun out from Parscale Digital in May, 2018. On January 17, 2018, the board of directors of the Company elected to change its year end from June 30 to December 31. The Company focuses on four main areas, data analytics, digital marketing, branding and creative services, and web development.

Data Propria – Data Analytics

To deliver the highest Return on Investment (“ROI”) for our customer’s digital marketing campaign, we utilize sophisticated data science to identify the correct universes to target relevant audiences. Our ability to understand and translate data drives every decision we make. By listening to and analyzing our customers’ data we are able to make informed decisions that positively impact our customers’ business. We leverage industry-best tools to aggregate and visualize data across multiple sources, and then our data and behavioral scientists segment and model that data to be deployed in targeted marketing campaigns. We have data analytics expertise in retail, wholesale, distribution, logistics, manufacturing, political, and several other industries.

Parscale Digital – Digital Marketing

We help our customers get their message out, educate their market and tell their story. We do so creatively and effectively by deploying powerful call-to-action digital campaigns with national reach and boosting exposure and validation with coordinated advertising in print media. Our fully-developed marketing plans are founded on sound research methodologies, brand audits and exploration of the competitive landscape. Whether our customer is a challenger brand, a political candidate, or a well-known household name, our strategists are skillful at leveraging data and creating campaigns that move people to make decisions.

Giles Design Bureau – Branding and Creative Services

We approach branding from a “big picture” perspective, establishing a strong identity and then building on that to develop a comprehensive branding program that tells our customer’s story, articulates what sets our customer apart from their competitors and establishes our customer in their market.

WebTegrity – Development and Managed Infrastructure Support

Commerce-focused, user-friendly digital websites and apps elevates our customer’s marketing position and draw consumers to their products and services. Our platform-agnostic approach allows us to architect and build solutions that are the best fit for each customer. Once the digital properties are built, our experts will help manage and protect the website or app and provide the expertise needed to scale the infrastructure needed as our customer’s business grows.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business.  The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern.  As of December 31, 2020, the Company had negative working capital of $4,784,106 and has historically reported net losses, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern.  The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion. The Company has obtained funds from its lenders and shareholders since its inception through December 31, 2020. It is management’s plan to generate additional working capital from increasing sales from the Company’s service offerings, in addition to acquiring profitable service providers.

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Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of CloudCommerce is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

The Consolidated Financial Statements include the Company and its wholly owned subsidiaries CLWD Operations, Inc (“CLWD Operations”), formerly Indaba Group, Inc, a Delaware corporation, Parscale Digital, Inc., a Nevada corporation (“Parscale Digital”), WebTegrity, Inc., a Nevada corporation, Data Propria, Inc., a Nevada corporation, and Giles Design Bureau, Inc., a Nevada corporation. All significant inter-company transactions are eliminated in consolidation of the financial statements.

Reclassifications

Certain prior periods have been recast to reflect current period presentation. During the year ended December 31, 2020 we began to recognize cost of revenue in the statement of operation. All prior periods have been recast to reflect this change.

Accounts Receivable

The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contracted terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balance of the allowance account at December 31, 2020 and December 31, 2019 are $742 and $118,589, respectively. During the years ended December 31, 2020 and December 31, 2019, we included $16,868 and $114,748, respectively, in expense related to balances that were written off as bad debt.

On November 30, 2016, the Company entered into an agreement whereby accounts receivable amounts due from our customers to CLWD Operations were pledged to a third party. Under the terms of the agreement, the Company may receive advances in amounts up to $400,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On March 23, 2017, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $100,000, to a total of $500,000. As of December 31, 2020, the balance due from this arrangement was $379,797.

On October 19, 2017, the Company entered into an agreement whereby accounts receivable amounts due from our customers to Parscale Digital were pledged to a third party. Under the terms of the agreement, the Company may receive advances in amounts up to $500,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On April 12, 2018, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $250,000, to a total of $750,000. This borrowing facility had an expiration date of November 11, 2020 and was not renewed. As of December 31, 2020, the balance due from this arrangement was zero.

On August 2, 2018, the Company entered into agreements whereby accounts receivable amounts due from our customers to Giles Design Bureau, WebTegrity and Data Propria were pledged to a third party. Under the terms of the agreements, the Company may receive advances in amounts up to $150,000, $150,000 and $600,000, respectively, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. As of August 22, 2020, these three borrowing facilities have expired and were not renewed. As of December 31, 2020, the combined balance due from these arrangements was zero.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, the allowance for doubtful account receivable, fair value assumptions in accounting for business combinations and analyzing goodwill, intangible assets and long-lived asset impairments and adjustments, the deferred tax valuation allowance, and the fair value of stock options and warrants.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives. Most of the income is generated from professional services and site development fees. We provide online marketing services that we purchase from third parties. The gross revenue presented in our statement of operations includes digital advertising revenue. We also offer professional services such as development services.  The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 606, which are recognized as the work is performed. Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved. If we have performed work for our clients, but have not invoiced clients for that work, then we record the value of the work in an asset in costs in excess of billings. The terms of services contracts generally are for periods of less than one year. The deferred revenue and customer deposits as of December 31, 2020 and 2019 was $841,290 and $2,080,762, respectively. The costs in excess of billings as of December 31, 2020 and 2019 was zero and $21,606, respectively. See footnote 3 for a disclosure of our use of estimates and judgement, as it relates to revenue recognition.

We always strive to satisfy our customers by providing superior quality and service. Since we typically bill based on a Time and Materials basis, there are no returns for work delivered. When discrepancies or disagreements arise, we do our best to reconcile those by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, no significant discounts have been granted.

Included in revenue are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review, that the amounts classified as reimbursable costs should be recorded as gross, due to the following factors:

• The Company is primarily in control of the inputs of the project and responsible for the completion of the client contract;

• We have latitude in establishing price; and

• We have discretion in supplier selection.

During the years ended December 31, 2020 and December 31, 2019, we included $5,155,079 and $3,344,978, respectively, in revenue, related to reimbursable costs.

The Company records revenue into the following five categories:

• Data Sciences – Includes polling, research, modeling, data fees, consulting and reporting.

• Design – Includes branding, photography, copyrighting, printing, signs and interior design.

• Development – Includes website coding.

• Digital Advertising – Includes ad spend, SEO management and digital ad support.

• Other – Includes domain name management, account management, email marketing, web hosting, email hosting, client training, reimbursed expenses and partner commissions.

For the years ended December 31, 2020 and December 31, 2019, revenue was disaggregated into the five categories as follows:

	Year ended December 31, 2020						Year ended December 31, 2019
	Third Parties		Related Parties		Total		Third Parties		Related Parties		Total
Data Sciences	$	596,446	$	—	$	596,446	$	1,150,706	$	14,400	$	1,165,106
Design		2,390,676		—		2,390,676		2,031,974		624		2,032,598
Development		330,404		—		330,404		1,425,757		46,332		1,472,089
Digital Advertising		6,085,038		3,640		6,088,678		3,650,491		179,640		3,830,131
Other		336,074		—		336,074		719,960		26,579		746,539
Total	$	9,738,638	$	3,640	$	9,742,278	$	8,978,888	$	267,575	$	9,246,463

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were zero for the years ended December 31, 2020 and December 31, 2019.

Advertising Costs

The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $119,332 and $4,797, for the years ended December 31, 2020 and December 31, 2019, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of December 31, 2020 and December 31, 2019, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value.

Fair value is defined as the price to sell an asset or transfer a liability, between market participants at the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value.

ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2020 and 2019:

December 31, 2020		Level 1		Level 2		Level 3		Total
Assets	$	—	$	—	$	—	$	—
Total assets measured at fair value	$	—	$	—	$	—	$	—
Liabilities
Derivative liability	$	—	$	—	$	—	$	—
Total liabilities measured at fair value	$	—	$	—	$	—	$	—

December 31, 2019	Level 1		Level 2		Level 3		Total
Assets	$	—	$	—	$	—	$	—
Total assets measured at fair value	$	—	$	—	$	—	$	—
Liabilities
Derivative liability	$	—	$	—	$	342,850	$	342,850
Total liabilities measured at fair value	$	—	$	—	$	342,850	$	342,850

Property and Equipment

Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives:

			As of December 31,
	Years		2020			2019
Equipment		5-7	$	169,003		$	163,750
Office furniture		7		23,569			23,569
Leasehold improvements		Length of lease		—			—
Less accumulated depreciation				(136,890	)		(95,897	)
Net property and equipment			$	55,682		$	91,422

The following table discloses fixed asset transactions and recordings during the years ended December 31, 2020 and December 31, 2019:

	Year ended December 31, 2020		Year ended         December 31, 2019
Depreciation expense	$	40,993	$	42,968
Gain/(loss) on disposals		—		(6,452	)
Cash paid for fixed asset additions		5,253		2,104

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. During the year ended December 31, 2020, management reviewed the intangible assets and goodwill of WebTegrity, and determined that there were indications of impairment.

Business Combinations

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair value, at the acquisition date, of assets received, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquiree. Any costs directly attributable to the business combination are expensed in the period incurred. The acquiree’s identifiable assets and liabilities are recognized at their fair values at the acquisition date.

Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized.

Indefinite Lived Intangibles and Goodwill Assets

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, at December 31, 2020 the Company performed a qualitative assessment of indefinite lived intangibles and goodwill related to WebTegrity and determined there was impairment of indefinite lived intangibles and goodwill. Therefore, an impairment of indefinite lived intangibles and goodwill was recognized.

The impairment test conducted by the Company includes an assessment of whether events occurred that may have resulted in impairment of goodwill and intangible assets. Because it was determined that events had occurred which effected the fair value of goodwill and intangible assets, the Company conducted the two-step approach to determine the fair value and required adjustment. The steps are as follows:

1. Based on the totality of qualitative factors, determine whether the carrying amount of the intangible asset may not be recoverable. Qualitative factors and key assumptions reviewed include the following:

● Increases in costs, such as labor, materials or other costs that could negatively affect future cash flows. The Company assumed that costs associated with labor, materials, and other costs should be consistent with fair market levels. If the costs were materially higher than fair market levels, then such costs may adversely affect the future cash flows of the Company or reporting units.

● Financial performance, such as negative or declining cash flows, or reductions in revenue may adversely affect recoverability of the recorded value of the intangible assets. During our analysis, the Company assumes that revenues should remain relatively consistent or show gradual growth month-to-month and quarter-to-quarter. If we report revenue declines, instead of increases or flat levels, then such condition may adversely affect the future cash flows of the Company or reporting units.

● Legal, regulatory, contractual, political, business or other factors that could affect future cash flows. During our analysis, the Company assumes that the legal, regulatory, political or business conditions should remain consistent, without placing material pressure on the Company or any of its reporting units. If such conditions were to become materially different than what has been experienced historically, then such conditions may adversely affect the future cash flows of the Company or reporting units.

● Entity-specific events such as losses of management, key personnel, or customers, may adversely affect future cash flows. During our analysis, the Company assumes that members of management, key personnel, and customers will remain consistent period-over-period. If not effectively replaced, the loss of members of management and key employees could adversely affect operations, culture, morale and overall success of the company. In addition, if material revenue from key customers is lost and not replaced, then future cash flows will be adversely affected.

● Industry or market considerations, such as competition, changes in the market, changes in customer dependence on our service offering, or obsolescence could adversely affect the Company or its reporting units. We understand that the market we serve are constantly changing, requiring us to change with it. During our analysis, we assume that we will address new opportunities in service offering and industries served. If we do not make such changes, then we may experience declines in revenue and cash flow, making it difficult to re-capture market share.

● Macroeconomic conditions such as deterioration in general economic conditions or limitations on accessing capital could adversely affect the Company. During our analysis, we acknowledge that macroeconomic factors, such as the economy, may affect our business plan because our customers may reduce budgets for our services. If there are material declines in the economy, which lead to reductions in revenue then such conditions may adversely affect the Company.

2. Compare the carrying amount of the intangible asset to the fair value.

3. If the carrying amount is greater than the fair value, then the carrying amount is reduced to reflect fair value.

In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2019 and determined there was impairment of indefinite lived intangibles and goodwill from our Parscale Media and Parscale Creative acquisitions. Accordingly, all intangible assets and goodwill related to the Parscale Media and Parscale Creative acquisitions have been written off, amounting to $744,444 for Parscale Media and $6,016,323 for Parscale Creative. This amount reduced the consolidated balances of Parscale Digital, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2019. An impairment assessment was also conducted during the year ended December 31, 2020 related to the WebTegrity acquisition and determined that impairment of indefinite lived intangibles and goodwill was necessary. Accordingly, all intangible assets and goodwill related to the WebTegrity acquisition have been written off, amounting to $560,000. This amount reduced the consolidated balances of WebTegrity, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2020. At the time of the impairment analysis, the remaining prior year balance of the Customer List ($71,606) had already been expensed throughout the year ended December 31, 2020.

Goodwill and Intangible assets are comprised of the following, presented as net of amortization: 

	December 31, 2020
	Parscale Digital		WebTegrity		CloudCommerce		Total
Customer list		—		—		—		—
Non-compete agreement		—		—		—		—
Domain name and trademark		—		—		26,582		26,582
Brand name		—		—		—		—
Goodwill		—		—		—		—
Total		—		—		26,582		26,582

	December 31, 2019
	Parscale Digital		WebTegrity		CloudCommerce		Total
Customer list		—		71,606		—		71,606
Non-compete agreement		—		—		—		—
Domain name and trademark		—		—		27,271		27,271
Brand name		—		130,000		—		130,000
Goodwill		—		430,000		—		430,000
Total		—		631,606		27,271		658,877

Concentrations of Business and Credit Risk

The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company’s operations are subject to rapid technological advancement and intense competition. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services. As of December 31, 2020, the Company held cash and cash equivalents in the amount of $10,538, which was held in the operating bank accounts. Of this amount, $10,538 was held in multiple accounts, in amounts that did not exceeding the FDIC insured limit of $250,000. For further discussion on concentrations see footnote 14.

Stock-Based Compensation

The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of operations.

Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the consolidated statement of operations during the year ended December 31, 2020, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of December 31, 2020 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the year ended December 31, 2020 is based on awards ultimately expected to vest or has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense recognized in the consolidated statements of operations during the year ended December 31, 2020 and 2019 were $390,035 and $391,959, respectively.

Basic and Diluted Net Income (Loss) per Share Calculations

Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share.

For the year ended December 31, 2020, the Company has excluded 106,489,498 shares of common stock underlying options, 20,912,852 shares of common stock underlying warrants, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock, 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock and 18,388,400 shares of common stock underlying $183,884 in convertible notes, because their impact on the loss per share is anti-dilutive.

For the year ended December 31, 2019, the Company has excluded 150,275,799 shares of common stock underlying options, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock and 66,144,941 shares of common stock underlying $543,464 in convertible notes, because their impact on the loss per share is anti-dilutive.

Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive.

Accounting for Derivatives

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the year ended December 31, 2020, all convertible notes that contained derivative instruments were converted leaving a derivative liability balance of zero. As of December 31,2020, the company had a single convertible note (see footnote 8), which is convertible at a fixed price and therefore does not contain an embedded derivative. Therefore, as of December 31,2020, the company had no derivative.

Recently Adopted Accounting Pronouncements

Management reviewed accounting pronouncements issued during the year ended December 31, 2020, and the following pronouncement was adopted during the period.

In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative assessment. Instead, under this pronouncement, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment change for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects will be considered, if applicable. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Due to the limited amount of goodwill and intangible assets recorded at December 31, 2020, the impact of this ASU on its consolidated financial statements and related disclosures was immaterial.

Management reviewed accounting pronouncements issued during the year ended December 31, 2019, and the following pronouncements were adopted during the period.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). Under ASU 2016-02, lessees recognize a right-of-use asset and a lease liability for all of their leases, other than those that meet the definition of a short-term lease. For income statement purposes, leases must be classified as either operating or finance. Operating leases will result in straight-line expense, similar to current operating leases, while finance leases will result in a front-loaded pattern, similar to current capital leases. We adopted Topic 842 effective January 1, 2019 and elected certain available transitional practical expedients. This adoption resulted in right-of-use assets, in the amount of $266,758 and operating lease liability, in the amount of $266,758, to be added to the December 31, 2019 balance sheet. These additions are the result of an office lease in San Antonio. In the prior year, the Company disclosed capital lease obligations, which has been changed to finance lease obligation in the current year, as a result of this adoption. As of December 31, 2020, and 2019, the finance lease obligation totaled zero and $20,654, respectively.

Recently Issued Accounting Pronouncements Not Yet Adopted

None noted

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. For the year ended December 31, 2020, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances.

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Revenue Recognition

12 Months Ended

Dec. 31, 2020

Revenue Recognition and Deferred Revenue [Abstract]

Revenue Recognition

3.       REVENUE RECOGNITION

On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The adoption of ASC 606 did not have a material impact on the Company’s Consolidated Financial Statements.

The core principles of revenue recognition under ASC 606 includes the following five criteria:

1. Identify the contract with the customer

Contract with our customers may be oral, written, or implied. A written and signed contract stating the terms and conditions is the preferred method and is consistent with most customers. The terms of a written contract may be contained within the body of an email, during which proposals are made and campaign plans are outlined, or it may be a stand-alone document signed by both parties. Contracts that are oral in nature are consummated in status and pitch meetings and may be later followed up with email detail of the terms of the arrangement, along with a proposal document. No work is commenced without an understanding between the Company and our customers, that a valid contract exists.

2. Identify the performance obligations in the contract

Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations.

3. Determine the transaction price

Pricing is discussed and identified by the operations team prior to submitting a proposal to the customer. Based on the obligation presented, third-party service pricing is established, and time and labor is estimated, to determine the most accurate transaction pricing for our customer. Price is subject to change upon agreed parties, and could be fixed or variable, milestone focused or T&M.

4. Allocate the transaction price to the performance obligations in the contract

If a contract involves multiple obligations, the transaction pricing is allocated accordingly, during the performance obligation phase (criteria 2 above).

5. Recognize revenue when (or as) we satisfy a performance obligation

The Company uses several means to satisfy the performance obligations:

a. Billable Hours – The company employs a time tracking system where employees record their time by project. This method of satisfaction is used for time and material projects, change orders, website edits, revisions to designs, and any other project that is hours-based. The hours satisfy the performance obligation as the hours are incurred.

b. Ad Spend - To satisfy ad spend, the company generates analytical reports monthly or as required to show how the ad dollars were spent and how the targeting resulted in click-throughs. The ad spend satisfies the performance obligation, regardless of the outcome or effectiveness of the campaign. In addition, the Company utilizes third party invoices after the ad dollars are spent, in order to satisfy the obligation.

c. Milestones – If the contract requires milestones to be hit, then the Company satisfies the performance obligation when that milestone is completed and presented to the customer for review. As each phase of a project is complete, we consider it as a performance obligation being satisfied and transferred to the customer. At this point, the customer is invoiced the amount due based on the transaction pricing for that specific phase and/or we apply the customer deposit to recognize revenue.

d. Monthly Retainer – If the contract is a retainer for work performed, then the customer is paying the Company for its expertise and accessibility, not for a pre-defines amount of output. In this case, the obligation is satisfied at the end of the period, regardless of the amount of work effort required.

e. Hosting – Monthly recurring fees for hosting are recognized on a monthly basis, at a fixed rate. Hosting contracts are typically one-year and reviewed annually for renewal. Prices are subject to change at management discretion.

The Company generates income from four main revenue streams: data science, creative design, web development, digital marketing, and other. Each revenue stream is unique, and includes the following features:

Data Science – Data Propria

We analyze big data (large volume of information) to reveal patterns and trends associated with human behavior and interactions that can lead to better decisions and strategic business moves. As a result of our data science work, our clients are able to make informed and valuable decisions to positively impact their bottom lines. We classify revenue as data science that includes polling, research, modeling, data fees, consulting and reporting. Contracts are generated to assure both the Company and the client are committed to partnership and both agree to the defined terms and conditions and are typically less than one year. Transaction pricing is usually a lump sum, which is estimated by specific project requirements. The Company recognizes revenue when performance obligations are met, including, when the data sciences service is performed, polling is conducted, or support hours are expended. If the data sciences service is a fixed fee retainer, then the obligation is earned at the end of the period, regardless of how much service is performed.

Creative Design – Giles Design Bureau

We provide branding and creative design services which set apart our clients from their competitors and establish themselves in their specific market. We believe in showcasing our client’s brand uniquely and creatively to infuse the public with curiosity to learn more. We classify revenue as creative design that includes branding, photography, copyrighting, printing, signs and interior design. Contracts are generated to assure both the company and the client are committed to partnership and both agree to the defined terms and conditions and are typically less than one year. The Company recognizes revenue when performance obligations are met, usually when creative design services obligations are complete, when the hours are recorded, designs are presented, website themes are complete, or any other criteria as mutually agreed.

Web Development – WebTegrity

We develop websites that attract high levels of traffic for our clients. We offer our clients the expertise to manage and protect their website, and the agility to adjust their online marketing strategy as their business expands. We classify revenue as web development that includes website coding, website patch installs, ongoing development support and fixing inoperable sites. Contracts are generated to assure both the company and the client are committed to the partnership and both agree to the defined terms and conditions. Although most projects are long-term (6-8 months) in scope, we do welcome short-term projects which are invoiced as the work is completed at a specified hourly rate. In addition, we offer monthly hosting support packages, which ensures websites are functioning properly. The Company records web development revenue as earned, when the developer hours are recorded (if T&M arrangements) or when the milestones are achieved (if a milestone arrangement).

Digital Marketing – Parscale Digital

We have a reputation for providing digital marketing services that get results. Whether presenting a vibrant but simple message about our clients that will enlighten their audience or deploying an influential digital marketing political campaign across one or multiple social media platforms, our marketing strategist are poised to execute and deliver valuable marketing results to our clients. We classify revenue as digital marketing that includes ad spend, SEO management and digital ad support. Billable hours and advertising spending are estimated based on client specific needs and subject to change with client concurrence. Revenue is recognized when ads are run on one of the third-party platforms or when the hours are recorded by the digital marketing specialist, if the obligation relates to support or services.

Other

We offer services that do not fit into the other four categories but rely heavily on the “other” services to provide the entire support package for our clients. Included in this category are domain name management, account management, web hosting, client training, and partner commissions. Revenue is recognized for these services as the service is performed (such as account management or training) or during the month in which the service was provided (such as hosting, partner commissions and domain name registration).

Included in creative design and digital marketing revenues are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review, that the amounts classified as reimbursable costs should be recorded as gross (principal), due to the following factors:

- The Company is the primary obligor in the arrangement;

- We have latitude in establishing price;

- We have discretion in supplier selection; and

- The Company has credit risk

During the year ended December 31, 2020 and 2019, we included $5,155,079 and $3,344,978 respectively, in revenue, related to reimbursable costs. The deferred revenue and customer deposits as of December 31, 2020 and December 31, 2019 were $841,290 and $2,080,762, respectively.

For the year ended December 31, 2020 and 2019, revenue was disaggregated into the five categories as follows:

	Year Ended December 31, 2020						Year Ended December 31, 2019
	Third Parties		Related Parties		Total		Third Parties		Related Parties		Total
Data Sciences	$	596,446	$	—	$	596,446	$	1,150,706	$	14,400	$	1,165,106
Design		2,390,676		—		2,390,676		2,031,974		624		2,032,598
Development		330,404		—		330,404		1,425,757		46,332		1,472,089
Digital Advertising		6,085,038		3,640		6,088,678		3,650,491		179,640		3,830,131
Other		336,074		—		336,074		719,960		26,579		746,539
Total	$	9,738,638	$	3,640	$	9,742,278	$	8,978,888	$	267,575	$	9,246,463

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Liquidity And Operations

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity and Operations

4.    LIQUIDITY AND OPERATIONS

The Company had net loss of $1,210,650 for the year ended December 31, 2020, and $10,123,380 for the year ended December 31, 2019, and net cash used in operating activities of $(1,812,623) and provided by operating activities of $133,886, in the same periods, respectively.

As of December 31, 2020, the Company had a short-term borrowing relationship with five lenders. The lenders provided short-term and long-term financing under a secured borrowing arrangement, using our accounts receivable as collateral or uncollateralized term loans, disclosed in footnote 7, as well as convertible notes disclosed in footnote 8. As of December 31, 2020, there were no unused sources of liquidity, nor were there any commitments of material capital expenditures.

While the Company expects that its capital needs in the foreseeable future may be met by cash-on-hand and projected positive cash-flow, there is no assurance that the Company will be able to generate enough positive cash flow or have sufficient capital to finance its growth and business operations, or that such capital will be available on terms that are favorable to the Company or at all. In the current financial environment, it could become difficult for the Company to obtain working capital and other business financing.  There is no assurance that the Company would be able to obtain additional working capital through the sale of its securities or from any other source.

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Business Acquisitions

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Business Acquisitions

5. BUSINESS ACQUISITIONS

Parscale Creative, Inc.

On August 1, 2017, the Company completed the acquisition of Parscale Creative, Inc., a Nevada corporation (“Parscale Creative”). As of that date, the Company’s wholly owned operating subsidiary, Parscale Digital, Inc., a Nevada corporation (“Parscale Digital”), merged with Parscale Creative, and the name of the combined subsidiary was changed to Parscale Digital. The total purchase price of $7,945,000, was paid in the form of the issuance of ninety thousand (90,000) shares of the Company's Series D Convertible Preferred Stock, at a liquidation preference of one hundred dollars ($100) per share, plus dividend payments based on 5% of adjusted revenue of Parscale Digital. Adjusted revenue is defined as total revenue, minus digital marketing media buys. Based on the growth of the Parscale Digital, the actual amount of the dividend payments is estimated to be in the range of $850,000 and $1,300,000, over 36 months, if we achieve 0.5% to 3% monthly adjusted revenue growth. The dividend payments are recorded as a reduction to additional paid in capital. During the year ended December 31, 2020, we did not pay any dividend related to the Series D Convertible Preferred stock, and as of December 31, 2020, the accrued balance of the Series D Preferred dividend payable was $237,753. As of the date of closing, Brad Parscale, the 100% owner of Parscale Creative, was appointed to the Company’s Board of Directors. On December 10, 2019, Mr. Parscale resigned from the Company’s Board of Directors. The Company assumed net liabilities of $535,000, related to this acquisition.

Under the purchase method of accounting, the transactions were valued for accounting purposes at $7,945,000, which was the fair value of Parscale Creative at the time of acquisition. The assets and liabilities of Parscale Creative were recorded at their respective fair values as of the date of acquisition. The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following:

Cash	$	200,000
Customer deposits and accrued expenses		(535,000	)
Net tangible liabilities	$	(335,000	)
Non-compete agreements	$	280,000
Brand name		1,930,000
Customer list		2,090,000
Goodwill		3,645,000
Total purchase price	$	7,945,000

Issuance of series D convertible preferred stock	$	7,610,000
Net tangible liabilities		335,000
Total purchase price	$	7,945,000

During the year ended December 31, 2019, we determined that the goodwill and intangibles related to the Parscale Creative acquisition were impaired. Therefore, all remaining indefinite and finite-lived intangibles, and goodwill were written off at that time. The amount of the write off, included in operating expenses was $6,016,323, for the year ended December 31, 2019.

WebTegrity, LLC

On November 15, 2017, the Company completed the acquisition of WebTegrity. As of that date, the Company’s operating subsidiary, Parscale Digital, Inc., a Nevada corporation, merged with WebTegrity and the name of the combined subsidiary remained unchanged as Parscale Digital. On April 16, 2018, we organized WebTegrity as a Nevada corporation, and split WebTegrity from Parscale Digital. The total purchase price of $900,000, was paid in the form of the issuance of ten thousand (10,000) shares of the Company's Series E Convertible Preferred Stock, at a liquidation preference of one hundred dollars ($100) per share.

Under the purchase method of accounting, the transactions were valued for accounting purposes at $900,000, which was the fair value of WebTegrity at the time of acquisition. The assets and liabilities of WebTegrity were recorded at their respective fair values as of the date of acquisition. The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following:

Current assets	$	78,000
Fixed assets		30,000
Liabilities		(48,000	)
Net assets		60,000
Brand name		130,000
Customer list		280,000
Goodwill		430,000
Total purchase price	$	900,000

Issuance of Series E Convertible Preferred Stock $ 900,000

The Parscale Creative and WebTegrity acquisitions are based on a preliminary purchase price allocation, and include identifiable intangible assets, which were based on their estimated fair values as of the acquisition date. The excess of purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the purchase price required management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to identifiable intangible assets. These estimated fair values were based on information obtained from management of the acquired companies and historical experience and, with respect to the long-lived tangible and intangible assets, were made with the assistance of an independent valuation firm.

During the year ended December 31, 2020, the Company performed an impairment analysis of the goodwill and intangible assets and found that the fair value of those assets were less than the respective carrying values. Therefore, the Company recorded an impairment loss of $560,000 from the brand name and goodwill. All customer list intangible assets were fully amortized before the impairment analysis was conducted and are therefore included in amortization expense on the statement of cash flows and the income statement.

Parscale Media, LLC

On August 1, 2017, the Company entered into a purchase agreement with Brad Parscale, to purchase Parscale Media, LLC, a website hosting business, formed under the laws of Texas. Under the terms of the agreement, the Company agreed to pay Mr. Parscale $1,000,000 in cash, upon closing the transaction, but in no event later than January 1, 2018.

On February 1, 2018, the Company entered into an amended purchase agreement which provided for the issuance of a promissory note to Mr. Parscale as consideration for the acquisition, under which the Company agreed to pay Mr. Parscale $1,000,000 in twelve equal installments, and interest of 4% on the promissory note (the “Parscale Media Note”). For the year ended December 31, 2018, the Company made total payments of $350,600 on the promissory note, which includes $11,693 of interest expense. For the year ended December 31, 2018, we included $12,859 in interest expense related to this liability. On November 20, 2018, the Company exchanged the remaining balance of the Parscale Media Note for an equal amount owed by Mr. Parscale to the Company. As of November 20, 2018, the balance on the Parscale Media Note was zero.

Current assets	$	—
Brand name		100,000
Customer list		400,000
Goodwill		500,000
Total purchase price	$	1,000,000

During the year ended December 31, 2019, we determined that the goodwill and intangibles related to the Parscale Media acquisition were imparted. Therefore, all remaining indefinite and finite-lived intangibles, and goodwill were written off. The amount of the write off, included in operating expenses was $744,444, for the year ended December 31, 2019.

The above Parscale Creative, WebTegrity, and Parscale Media acquisitions are based on a preliminary purchase price allocation, and include identifiable intangible assets, which were based on their estimated fair values as of the acquisition date. The excess of purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the purchase price required management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to identifiable intangible assets. These estimated fair values were based on information obtained from management of the acquired companies and historical experience and, with respect to the long-lived tangible and intangible assets, were made with the assistance of an independent valuation firm.

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Intangible Assets

12 Months Ended

Dec. 31, 2020

Intangible Assets

Intangible Assets

6.       INTANGIBLE ASSETS

The Company conducted an impairment analysis for the year ended December 31, 2020 and determined that based on qualitative factors that impairment was necessary for the intangible assets or goodwill of WebTegrity.

Domain Name

On June 26, 2015, the Company purchased the rights to the domain “CLOUDCOMMERCE.COM”, from a private party at a purchase price of $20,000, plus transaction costs of $202, which will be used as the main landing page for the Company. The total recorded cost of this domain of $20,202 has been included in other assets on the balance sheet. As of December 31, 2020, we have determined that this domain has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with indefinite useful life.

Trademark

On September 22, 2015, the Company purchased the trademark rights to “CLOUDCOMMERCE”, from a private party at a purchase price of $10,000. The total recorded cost of this trademark of $10,000 has been included in other assets on the balance sheet. The trademark expires in 2020 and may be renewed for an additional 10 years. As of September 30, 2015, we determined that this intangible asset has a definite useful life of 174 months, and as such, will be included in depreciation and amortization expense. For the year ended December 31, 2020 and 2019, the Company included $689 and $690, respectively, in depreciation and amortization expense related to this trademark. As of December 31, 2020, the balance on this intangible asset was $6,381.

Non-Compete Agreements

In connection with the Company’s August 1, 2017, acquisition of Parscale Creative Brad Parscale agreed to certain non-compete provisions, for a period of three years. The Company has placed a value on this non-compete agreement at $280,000, amortized over a period of 36 months. For the year ended December 31, 2020 and 2018 we have included $93,333 and $93,333 in amortization expense related to this non-compete agreement. During our annual impairment analysis in the 2019 fiscal year, it was determined that the intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $54,444 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2020, the balance on this intangible asset was zero.

Customer List

On August 1, 2017, the Company acquired Parscale Creative, and has calculated the value of the customer list acquired at $2,090,000, with a useful life of 3 years. During the year ended December 31, 2019, the Company performed our annual impairment analysis and we determined that the intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $386,879 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance on this intangible asset was zero.

On November 15, 2017, the Company acquired WebTegrity, and have calculated the value of the customer list acquired at $280,000, with a useful life of 3 years. During the year ended December 31, 2020, the Company performed our annual impairment analysis and we determined that the intangible assets of WebTegrity were impaired. Therefore, as of December 31, 2020, the remaining balance of this intangible asset of $7,161 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2020, the balance on this intangible asset was zero.

On February 1, 2018, the Company acquired Parscale Media, and has calculated the value of the customer list acquired at $400,000, with a useful life of 3 years. During the year ended December 31, 2019, the Company performed our annual impairment analysis and we determined that the intangible assets of Parscale Media were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $144,445 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance of this intangible asset was zero.

Brand Name

On November 15, 2017, the Company acquired WebTegrity, and have calculated the value of the brand name at $130,000, which is included in other assets on the balance sheet. As of September 30, 2018, we have determined that this brand name has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with an indefinite useful life. In evaluating whether this brand had an indefinite useful life, the Company considered the following criteria:

o Expected use – We expected to retain the name and brand, leveraging the good reputation and client following. Within the WordPress industry, the WebTegrity name was well known, and the founder of the company has been asked to speak at various conferences.

o Expected useful life of related group – The WebTegrity name does not relate to another intangible asset or group of intangible assets. Therefore, this criterion was not considered.

o Limits to useful life – There was no legal, regulatory, or contractual limitation to this intangible asset’s life.

o Historical experience – This asset does not require an extension or renewal, in order for it to remain on our balance sheet.

o Effects of other factors – We did consider this criterion in determining useful life, especially since WebTegrity was in a highly competitive industry, mostly relying on the WordPress platform. Was there a chance of obsolescence or decline due to competition. In addition, we concluded that there was not a chance of obsolescence or decline due to competition. Even though there is much competition, WebTegrity produced a quality product with a great team, resulting in long term clients.

o Maintenance required – There is no maintenance expenditure to obtain future cash flows. Therefore, this criterion was not taken into consideration.

During the year ended December 31, 2019, the Company performed our annual impairment analysis and we determined that the intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $1,930,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance on this intangible asset was zero.

On November 15, 2017, the Company acquired WebTegrity, and have calculated the value of the brand name at $130,000, which is included in other assets on the balance sheet. During our annual impairment analysis it was determined that the intangible assets of WebTegrity was impaired. Therefore, as of December 31, 2020, the balance of these intangible asset of $130,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement.

Goodwill

On August 1, 2017, the Company acquired Parscale Creative, and have calculated the value of the goodwill at $3,645,000, which was included in other assets on the balance sheet. During the year ended December 31, 2019, the Company performed our annual impairment analysis and it was determined that the goodwill and intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the balance of this goodwill of $3,645,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance of this goodwill was zero.

On November 15, 2017, the Company acquired WebTegrity, and have calculated the value of the goodwill at $430,000, which is included in other assets on the balance sheet. During the year ended December 31, 2020, the Company performed our annual impairment analysis and it was determined that the goodwill and intangible assets of WebTegrity were impaired. Therefore, as of December 31, 2020, the balance of this goodwill of $430,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2020, the balance of this goodwill was zero.

On February 1, 2018, the Company acquired Parscale Media, and have calculated the value of the goodwill at $500,000, which is included in other assets on the balance sheet. During the year ended December 31, 2019, the Company performed our annual impairment analysis and it was determined that the goodwill and intangible assets of Parscale Media were impaired. Therefore, as of December 31, 2019, the balance of this goodwill of $500,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance of this goodwill was zero.

The Company’s intangible assets consist of the following:

	December 31, 2020							December 31, 2019
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Customer list	$	—	$	—		$	—	$	280,000	$	(208,394	)	$	71,606
Non-compete agreement		—		—			—		—		—			—
Domain name and trademark		30,201		(3,619	)		26,582		30,201		(2,930	)		27,271
Brand name		—		—			—		130,000		—			130,000
Goodwill		—		—			—		430,000		—			430,000
Total	$	30,201	$	(3,619	)	$	26,582	$	870,201	$	(211,324	)	$	658,877

Total amortization expense charged to operations for the year ended December 31, 2020, and 2019 were $72,296 and $976,504, respectively. The following table of remaining amortization of finite life intangible assets, for the years ended December 31, includes the intangible assets acquired, in addition to the CloudCommerce trademark:

2021		690
2022		690
2023		690
Thereafter		4,311
Total	$	6,381

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Credit Facilities

12 Months Ended

Dec. 31, 2020

Credit Facilities

Credit Facilities

7. CREDIT FACILITIES   

Lines of Credit

On November 30, 2016, CLWD Operations entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility in amounts up to a total of $400,000. The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000. On November 30, 2017, the agreement auto renewed for another twelve months. The proceeds from the facility are determined by the amounts we invoice our customers. We record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender has a first priority security interest in CLWD Operations, and therefore, we will require such third-party lender’s written consent to obligate CLWD Operations further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for CLWD Operations to secure additional secured borrowing facilities. The cost of this secured borrowing facility is 0.05% of the daily balance. During the year ended December 31, 2020 and 2019, the Company included $34,921 and $650 respectively, in interest expense, related to this secured borrowing facility, and as of December 31, 2020 and December 31, 2019, the outstanding balances were $379,797 and $5,228, respectively.

On October 19, 2017, Parscale Digital entered into a 12-month agreement with a third party to pledge the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $500,000. The agreement was amended on April 12, 2018, which increased the allowable borrowing amount by $250,000, to a maximum of $750,000. The proceeds from the facility are determined by the amounts we invoice our customers. We evaluated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. As such, we record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender has a first priority security interest in Parscale Digital, and will, therefore, we will require such third-party lender’s written consent to obligate it further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for Parscale Digital to secure additional secured borrowing facilities. The cost of this secured borrowing facility is 0.05% of the daily balance. During the year ended December 31, 2020 and 2019, the Company included $45,605 and $85,291, respectively, in interest expense, related to this secured borrowing facility, and as of year ended December 31, 2020 and 2019, the combined outstanding balances were zero and $258,646, respectively. This borrowing facility had an expiration date of November 11, 2019 and were not renewed.

On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into 12-month agreements with a third party to pledge the rights to amounts due from our customers, in exchange for borrowing facilities in amounts up to a total of $150,000, $150,000 and $600,000, respectively. The proceeds from the facility are determined by the amounts we invoice our customers. We evaluated these facilities in accordance with ASC 860, classifying as secured borrowing arrangements. As such, we record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of these facilities, the third-party lender has a first priority security interest in the respective entities, and will, therefore, we will require such third-party lender’s written consent to obligate the entities further or pledge their assets against additional borrowing facilities. Because of this position, it may be difficult for the entities to secure additional secured borrowing facilities. The cost of this secured borrowing facilities is 0.056%, 0.056% and 0.049%, respectively, of the daily balance. During the year ended December 31, 2020 and 2019, the Company included $73,054 and $119,809, respectively, in interest expense, related to these secured borrowing facilities, and as of year ended December 31 31, 2020 and December 31, 2019, the combined outstanding balances were zero and $213,088, respectively. These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed.

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Convertible Notes Payable

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Convertible Notes Payable

8.    CONVERTIBLE NOTES PAYABLE

The conversion prices for each of the convertible notes is tied to the trading price of the Company’s common stock. Because of the fluctuation in stock price, the Company is required to report derivative gains and losses each quarter, which was included in earnings, and an overall derivative liability balance on the balance sheet. The Company also records a discount related to the convertible notes, which reduces the outstanding balance of the total amount due and presented as a net outstanding balance on the balance sheet. During the quarter ended June 30, 2020, all convertible notes that contained embedded derivative instruments were converted, leaving a derivative liability balance of zero. As of December 31, 2020, the Company had a single convertible note, which is convertible at a fixed price and therefore does not contain an embedded derivative. Therefore, as of December 31, 2020, the company had no derivative liability. As of December 31, 2020, the Company had a As of December 31, 2020, the balance of the discount was also zero. The discount is amortized throughout the term of the notes and included in interest expense. For the year ended December 31, 2020, the amount of amortization related to the discount, included in interest expense was $211,222.

On March 25, 2013, the Company issued a convertible promissory note (the “March 2013 Note”) in the amount of up to $100,000, at which time we received an initial advance of $50,000 to cover operational expenses. The lender, a related party, advanced an additional $20,000 on April 16, 2013, $15,000 on May 1, 2013 and $15,000 on May 16, 2013, for a total draw of $100,000. The terms of the March 2013 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004 per share. The March 2013 Note bore interest at a rate of 10% per year and matured on March 25, 2018. On May 23, 2014, the lender converted $17,000 of the outstanding balance and accrued interest of $1,975 into 4,743,699 shares of common stock. On October 14, 2014, the lender converted $17,000 of the outstanding balance and accrued interest of $2,645 into 4,911,370 shares of common stock. On April 17, 2018, the lender converted $16,000 of the outstanding balance and accrued interest of $8,106 into 6,026,301 shares of common stock. On June 23, 2020, the lender converted $50,000 of the outstanding balance and accrued interest of $36,260 into 21,565,068 shares of common stock. The balance of the March 2013 Note, as of December 31, 2020 was zero. This note was converted within the terms of the agreement.

On April 20, 2018, the Company issued a convertible promissory note (the “April 2018 Note”) in the amount of up to $200,000, at which time we received an initial advance of $200,000 to cover operational expenses. The terms of the April 2018 Note, as amended, allow the lender, a related party, to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.01 per share. The April 2018 Note bears interest at a rate of 5% per year and matures on April 20, 2021. During the year ended December 31, 2018, it was determined that the April 2018 Note offered a conversion price which was lower than the market price, and therefore included a beneficial conversion feature. The Company included the amortization of this beneficial conversion feature in interest expense in the amount of $139,726 during the year ended December 31, 2018, and $60,274 during the year ended December 31, 2019. During the year ended December 31, 2019, it was determined that the conversion feature of the April 2018 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the April 2018 Note. The fair value of the April 2018 Notes has been determined by using the Binomial lattice formula from the effective date of the note. On June 23, 2020, the lender converted $38,894 of the outstanding balance and accrued interest of $4,236 into 4,313,014 shares of common stock. The balance of the April 2018 Note, as of December 31, 2020, was $183,884, which includes $22,778 of accrued interest. This note was converted within the terms of the agreement.

On January 16, 2019 the Company issued a promissory note (the “January 16, 2019 Note”) in the amount of $103,000 at which time the Company received $100,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The January 16, 2019 Note bore interest at a rate of 10% per year, had a maturity date of January 16, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount off of the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $103,000, plus $5,150 interest into 44,780,900 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement.

On January 31, 2019 the Company issued a promissory note (the “January 31, 2019 Note”) in the amount of $53,500 at which time the Company received $50,000, and the remaining $3,500 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The January 31, 2019 Note bore interest at a rate of 10% per year, had a maturity date of January 31, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading prices during the 15 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $53,500, plus $3,165 interest and fee into 56,483,670 shares. During the year ended December 31, 2020, the lender converted $3,935 accrued interest and fees into 4,300,327 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement. As of December 31, 2020, the balance of the January 31, 2019 Note was zero.

On February 21, 2019 the Company issued a promissory note (the “February 21, 2019 Note”) in the amount of $53,000 at which time the Company received $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The February 21, 2019 Note bore interest at a rate of 10% per year, had a maturity date of February 21, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $53,000, plus $2,650 interest into 62,281,512 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement. As of December 31, 2020, the balance of the February 21, 2019 Note was zero.

On April 24, 2019 the Company issued a promissory note (the “April 24, 2019 Note”) in the amount of $43,000 at which time the Company received $43,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The April 24, 2019 Note bore interest at a rate of 10% per year, had a maturity date of April 24, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount off of the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $43,000, plus $2,150 interest into 53,117,648 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement. As of December 31, 2020, the balance of the April 24, 2019 Note was zero.

On May 2, 2019 the Company issued a convertible promissory note (the “May 2, 2019 Note”) in the amount of $48,500 at which time the Company received $45,000, and the remaining $3,500 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The May 2, 2019 Note bore interest at a rate of 10% per year, had a maturity date of May 2, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading price during the 15 trading days prior to conversion. The conversion feature of the May 2, 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the May 2, 2019 Note. The fair value of the May 2, 2019 Notes has been determined by using the Binomial lattice formula from the effective date of the note. During the year ended December 31, 2020, the lender converted $40,772 principal and fees into 39,200,000 shares, and $13,578 principal, interest and fees into 22,258,360 shares, leaving a balance of zero. This note was converted within the terms of the agreement.

On June 10, 2019 the Company issued a promissory note (the “June 10, 2019 Note”) in the amount of $53,000 at which time the Company received $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The June 10, 2019 Note bore interest at a rate of 10% per year, had a maturity date of June 10, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $53,000, plus $2,650 interest into 65,470,589 shares, leaving the balance of zero. This note was converted within the terms of the agreement.

On July 16, 2019 the Company issued a convertible promissory note (the “July 16, 2019 Note”) in the amount of $43,000 at which time the Company received $40,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The July 16, 2019 Note bore interest at a rate of 10% per year, had a maturity date of July 10, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading price during the 15 trading days prior to conversion. Because the conversion feature of the July 16, 2019 Note was not available to the lender, as of September 30, 2020, the July 16, 2019 Note was not considered a derivative. The Company will include the July 16, 2019 Note in the valuation and accounting for derivatives once the 180 days conversion restriction period expires. During the year ended December 31, 2020, the lender converted $52,300 principal, interest and fees into 91,500,000 shares, leaving a balance of zero. This note was converted within the terms of the agreement.

On September 4, 2019 the Company issued a convertible promissory note (the “September 4, 2019 Note”) in the amount of $53,000 at which time the Company received of $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The September 4, 2019 Note bore interest at a rate of 10% per year, had a maturity date of September 4, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the September 4, 2019 Note was not available to the lender, as of December 31, 2019, the September 4, 2019 Note was not considered a derivative. The Company will include the September 4, 2019 Note in the valuation and accounting for derivatives once the 180 days conversion restriction period expires. During the year ended December 31, 2020, the lender converted $48,000 principal into 35,357,143 shares, and $7,650 principal and interest into 7,806,122 shares, leaving a balance of zero. This note was converted within the terms of the agreement.

On December 2, 2019 the Company issued a convertible promissory note (the “December 2, 2019 Note”) in the amount of $38,000 at which time the Company received of $35,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The December 2, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 2, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the December 2, 2019 Note was not available to the lender, as of December 31, 2019, the December 2, 2019 Note was not considered a derivative. On June 1, 2020, the Company repaid the remaining balance of the December 2, 2019 note, of $55,824, which includes principal, interest and prepayment penalty, leaving a balance of zero. The prepayment penalty of $16,528 was included in interest expense for the year ended December 31, 2020.

On December 5, 2019 the Company issued a convertible promissory note (the “December 5, 2019 Note”) in the amount of $53,000 at which time the Company received of $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The December 5, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 5, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the December 5, 2019 Note was not available to the lender, as of December 31, 2019, the December 5, 2019 Note was not considered a derivative. On June 3, 2020, the Company repaid the remaining balance of the December 2, 2019 note, of $77,859, which includes principal, interest and prepayment penalty, leaving a balance of zero. The prepayment penalty of $22,988 was included in interest expense for the year ended December 31, 2020.

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Notes Payable

12 Months Ended

Dec. 31, 2020

Notes Payable

Notes Payable

9.    NOTES PAYABLE

Related Party Notes Payable

On August 3, 2017, the Company issued a promissory note (the “August 3, 2017 Note”) in the amount of $25,000, at which time the entire balance of $25,000 was received to cover operational expenses. The August 3, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 3, 2017 Note, as of December 31, 2020 is $29,267, which includes $4,267 of accrued interest.

On August 15, 2017, the Company issued a promissory note (the “August 15, 2017 Note”) in the amount of $34,000, at which time the entire balance of $34,000 was received to cover operational expenses. The August 15, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 15, 2017 Note, as of December 31, 2020 is $39,747 which includes $5,747 of accrued interest.

On August 28, 2017, the Company issued a promissory note (the “August 28, 2017 Note”) in the amount of $92,000, at which time the entire balance of $92,000 was received to cover operational expenses. The August 28, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 28, 2017 Note, as of December 31, 2020 is $107,388 which includes $15,388 of accrued interest.

On September 28, 2017, the Company issued a promissory note (the “September 28, 2017 Note”) in the amount of $63,600, at which time the entire balance of $63,600 was received to cover operational expenses. The September 28, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the September 28, 2017 Note, as of December 31, 2020 is $73,968, which includes $10,368 of accrued interest.

On October 11, 2017, the Company issued a promissory note (the “October 11, 2017 Note”) in the amount of $103,500, at which time the entire balance of $103,500 was received to cover operational expenses. The October 11, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the October 11, 2017 Note, as of December 31, 2020 is $120,188, which includes $16,688 of accrued interest.

On October 27, 2017, the Company issued a promissory note (the “October 27, 2017 Note”) in the amount of $106,000, at which time the entire balance of $106,000 was received to cover operational expenses. The October 27, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the October 27, 2017 Note, as of December 31, 2020 is $122,858, which includes $16,858 of accrued interest.

On November 15, 2017, the Company issued a promissory note (the “November 15, 2017 Note”) in the amount of $62,000, at which time the entire balance of $62,000 was received to cover operational expenses. The November 15, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the November 15, 2017 Note, as of December 31, 2020 is $71,699, which includes $9,699 of accrued interest.

On November 27, 2017, the Company issued a promissory note (the “November 27, 2017 Note”) in the amount of $106,000, at which time the entire balance of $106,000 was received to cover operational expenses. The November 27, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the November 27, 2017 Note, as of December 31, 2020 is $122,408, which includes $16,408 of accrued interest.

On December 19, 2017, the Company issued a promissory note (the “December 19, 2017 Note”) in the amount of $42,000, at which time the entire balance of $42,000 was received to cover operational expenses. The December 15, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the December 15, 2017 Note, as of December 31, 2020 is $48,375, which includes $6,375 of accrued interest.

On January 3, 2018, the Company issued a promissory note (the “January 3, 2018 Note”) in the amount of $49,000, at which time the entire balance of $49,000 was received to cover operational expenses. The January 3, 2018 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the January 3, 2018 Note, as of December 31, 2020 is $56,337, which includes $7,337 of accrued interest.

As of December 31, 2020, and December 31, 2019, the notes payable due to related parties totaled $792,235 and $1,018,524, respectively.

On January 17, 2020, the Company exchanged the below related party notes payable for 2,597 shares of Series G preferred stock. The table includes the balances of each note, on the date of the exchange. During the quarter ended June 30, 2020, the Company included $560 in interest expense, related to the exchanged notes. As of December 31, 2020, the balances of the exchanged notes were zero.

Note Date	Principal		Accrued Interest		Total Due		Gain on Exchange		Series G Preferred Shares
November 30, 2017	$	30,000	$	3,197	$	33,197	$	70	$	331
January 30, 2018		72,000		7,072		79,072		168		789
February 1, 2018		85,000		8,314		93,314		198		931
July 23, 2019		25,000		610		25,610		58		256
August 20, 2019		10,000		205		10,205		23		102
August 28, 2019		18,500		360		18,860		43		188
Total	$	240,500	$	19,758	$	260,258	$	560	$	2,597

Third Party Notes Payable

On June 29, 2018, the Company issued a promissory note (the “June 2018 Note”), in the amount of $750,000, at which time the Company received $735,000. The remaining $15,000 was retained by the lender as an origination fee. On February 28, 2019 the promissory note was refinanced, and the balance increased to $1,000,000 (the “February 28, 2019 Note”). As of the date of closing the lender withheld $25,443 from the $375,000 balance increase as an origination fee, netting $349,557 to the Company, and on April 3, 2019 the Company received the remaining $250,000. The February 28, 2019 Note bears interest at a rate of 18% per year and is amortized over 12 months. During the year ended December 31, 2020, the Company made payments totaling $506,919 and included $64,326 in interest expense related to this note. As of December 31, 2020, the outstanding balance on the “February 28, 2019 Note” was zero.

On May 5, 2020, the Company issued a promissory note (the “May 2020 Note”) in the amount of $780,680, at which time the entire balance of $780,680 was received to cover payroll and other operating expenses. This May 2020 Note was issued through the Small Business Administration Paycheck Protection Program (the “PPP Program”), and bears interest at a rate of 1% per year. The PPP Program loans allow a deferment period of 6 months, which would require payments to be made starting November 5, 2020. On November 13, 2020, the May 2020 Note was forgiven in full. As of December 31, 2020, the balance on the May 2020 Note was zero, and the Company recorded a gain in the amount of $780,680. 

On October 21, 2020, the Company issued a promissory note (the “October 2020 Note”) in the amount of $600,000, at which time a balance of $548,250 was received after subtracting lender costs. The October 2020 Note bears interest at a rate of 12% per year, with 12 months of interest guaranteed. The Company issued 32,232,333 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $299,761 against the balance, amortized over the term of the note. As of December 31, 2020, the balance owed on the December 2020 Note was $672,000 and includes $72,000 of interest, and when the discount of $242,273 is subtracted, the net balance on the balance sheet is $429,727. The Company included a total of $57,488 of amortization expense in depreciation and amortization on the statement of cash flows and the income statement. Since the entire interest amount is guaranteed, the Company recorded $72,000 in interest expense related to this note.

On December 10, 2020, the Company issued a promissory note (the “December 2020 Note”) in the amount of $150,000, at which time a balance of $130,875 was received after subtracting lender costs. The December 2020 Note bears interest at a rate of 12% per year, with 12 months of interest guaranteed. The Company issued 5,769,230 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $34,615 against the balance, amortized over the term of the note. As of December 31, 2020, the balance owed on the December 2020 Note was $168,000 and includes $18,000 of interest, and when the discount of $32,718 is subtracted, the net balance on the balance sheet is $135,282. The Company included a total of $1,897 of amortization expense in depreciation and amortization on the statement of cash flows and the income statement. Since the entire interest amount is guaranteed, the Company recorded $18,000 in interest expense related to this note.

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Derivative Liabilities

12 Months Ended

Dec. 31, 2020

Derivative Liabilities

Derivative Liabilities

10.  DERIVATIVE LIABILITIES

During the prior year, the Company determined that the convertible notes outstanding as of December 31, 2019 contained embedded derivative instruments as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40. During the quarter ended June 30, 2020, all convertible notes that contained embedded derivative instruments were converted, leaving a derivative liability balance of zero. As of December 31, 2020, the Company had a single convertible note (see footnote 8), which is convertible at a fixed price and therefore does not contain an embedded derivative.

The Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation model. The balance of the fair value of the re as of December 31, 2020 and December 31, 2019 is as follows:

Balance at December 31, 2019	$	342,850
Additions due to new convertible notes		127,273
Reduction due to conversions and adjustments		(339,105	)
Mark-to-market adjustment		(131,018	)
Balance at December 31, 2020	$	—

During the year ended December 31, 2020 and 2019, the Company incurred losses of $0 and $0, respectively, on the conversion of convertible notes. In connection with the convertible notes, for the year ended December 31, 2020 and 2019, the Company recorded $37,787 and $31,168, respectively, of interest expense and $270,607 and $387,124 respectively, of debt discount amortization expense. As of December 31, 2020, and 2019, the Company had approximately zero and $57,964, respectively, of accrued interest related to the convertible notes that contained embedded derivative.

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Capital Stock

12 Months Ended

Dec. 31, 2020

Capital Stock

Capital Stock

11.       CAPITAL STOCK

At December 31, 2020 and 2019, the Company’s authorized stock consists of 2,000,000,000 shares of common stock, par value $0.001 per share. The Company is also authorized to issue 5,000,000 shares of preferred stock, par value of $0.001 per share.  The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. The conversion of certain outstanding preferred stock could have a significant impact on our common stockholders. As of the date of this report, the Board has designated Series A, Series B, Series C, Series D, Series E, Series F and Series G Preferred Stock.

Series A Preferred

The Company has designated 10,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 10,000 shares of the Company’s common stock. The holders of outstanding shares of Series A Preferred Stock are entitled to receive dividends, payable quarterly, out of any assets of the Corporation legally available therefor, at the rate of $8 per share annually, payable in preference and priority to any payment of any dividend on the common stock. As of December 31, 2020, the Company has 10,000 shares of Series A Preferred Stock outstanding. During the year ended December 31, 2020 and 2019, we paid dividends of $20,000 and $20,000, respectively, to the holders of Series A Preferred stock. As of December 31, 2020, the balance owed on the Series A Preferred stock dividend was $140,000.

Series B Preferred

The Company has designated 25,000 shares of its preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock shall have a stated value of $100. The Series B Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.004 per share. Series B Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of December 31, 2020, the Company has 18,025 shares of Series B Preferred Stock outstanding.

Series C Preferred

The Company has designated 25,000 shares of its preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock shall have a stated value of $100. The Series C Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.01 per share. Series C Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of December 31, 2020, the Company has 14,425 shares of Series C Preferred Stock outstanding.

Series D Preferred

The Company has designated 90,000 shares of its preferred stock as Series D Preferred Stock. Each share of Series D Preferred Stock shall have a stated value of $100. The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common stock per share of preferred stock, and pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue) of the Company’s subsidiary Parscale Digital. Adjusted Gross Revenue shall mean the top line gross revenue of Parscale Digital, as calculated under GAAP (generally accepted accounting principles) less any reselling revenue attributed to third party advertising products or service, such as, but not limited to, search engine keyword campaign fees, social media campaign fees, radio or television advertising fees, and the like. Series D Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of December 31, 2020, the Company has 90,000 shares of Series D Preferred Stock outstanding. During the year ended December 31, 2020, and 2019, we paid dividends of zero, and zero respectively, to the holders of Series D Preferred stock. As of December 31, 2020, the balance owed on the Series D Preferred stock dividend was $237,753, $26,792 of which relates to the year ended December 31, 2020.

Series E Preferred

The Company has designated 10,000 shares of its preferred stock as Series E Preferred Stock. Each share of Series E Preferred Stock shall have a stated value of $100. The Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.05 per share. Series E Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of December 31, 2020, the Company had 10,000 shares of Series E Preferred Stock outstanding.

Series F Preferred

The Company has designated 800,000 shares of its preferred stock as Series F Preferred Stock. Each share of Series F Preferred Stock has a stated value of $25. The Series F Preferred Stock is not convertible into common stock. The holders of outstanding shares of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the Company’s common stock. The Series F Preferred Stock does have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation. To the extent it may lawfully do so, the Company may, in its sole discretion, after the first anniversary of the original issuance date of the Series F Preferred Stock, redeem any or all of the then outstanding shares of Series F Preferred Stock at a redemption price of $25 per share plus any accrued but unpaid dividends. The Series F Preferred Stock is being offered in connection with the Company’s offering under Regulation A under the Securities Act of 1933, as amended. As of December 31, 2020, the Company had had 2,413 shares of Series F Preferred Stock outstanding and an accrued dividend balance of $615.

Series G Preferred

On February 6, 2020, the Company designated 2,600 shares of its preferred stock as Series G Preferred Stock. Each share of Series G Preferred Stock has a stated value of $100. The Series G Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.0019 per share. The Series G Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series G Preferred Stock. As of December 31, 2020, the Company had 2,597 shares of Series G Preferred Stock outstanding.

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Stock Options And Warrants

12 Months Ended

Dec. 31, 2020

Stock Options And Warrants

Stock Options and Warrants

12.       STOCK OPTIONS AND WARRANTS

Stock Options

On August 1, 2017, we granted non-qualified stock options to purchase up to 10,000,000 shares of our common stock to a key employee, at a price of $0.01 per share. The stock options vest equally over a period of 36 months and expire August 1, 2022. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the company upon exercise. If the optionee exercises on a cashless basis, then the above water value (difference between the option price and the fair market price at the time of exercise) is used to purchase shares of common stock. Under this method, the number of shares of common stock issued will be less than the number of options used to obtain those shares of common stock. On September 30, 2018, the employee exercised, on a cashless basis, 3,324,201 options, resulting in 1,233,509 shares of common stock.

On September 18, 2017, we granted non-qualified stock options to purchase up to 1,800,000 shares of our common stock to three key employees, at a price of $0.05 per share. The stock options vest equally over a period of 36 months and expire September 18, 2022. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the company upon exercise. During the year ended December 31, 2019, two of the employees who held 1,200,000 options, collectively, left the company and the options were forfeited, and during the period ended June 30, 2020, a key employee who held 600,000 options left the Company and the options were forfeited.

On January 3, 2018, we granted non-qualified stock options to purchase up to 20,000,000 shares of our common stock to a key employee, at a price of $0.04 per share. During the year ended December 31, 2020, the key employee left the Company and the options were forfeited.

On January 17, 2020, we granted non-qualified stock options to purchase up to 283,000,000 shares of our common stock to ten key employees and nine directors, at an exercise price of $0.0019 per share. The stock options vest equally over a period of 36 months and expire January 17, 2025. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 17, 2021.

On June 2, 2020, we granted non-qualified stock options to purchase up to 17,000,000 shares of our common stock to a director, at an exercise price of $0.0018 per share. The stock options vest equally over a period of 36 months and expire June 2, 2025. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after June 2, 2021.

The Company used the historical industry index to calculate volatility, since the Company’s stock history did not represent the expected future volatility of the Company’s common stock. The fair value of options granted during the year ended December 31, 2020 and 2019, were determined using the Black Scholes method with the following assumptions:

	Year Ended			Year Ended
	December 31, 2020			December 31, 2019
Risk free interest rate		1.86	%		—
Stock volatility factor		272	%		—
Weighted average expected option life		5 years			—
Expected dividend yield		0	%		—

A summary of the Company’s stock option activity and related information follows:

	Year Ended December 31, 2020					Year Ended December 31, 2019
				Weighted					Weighted
				average					average
				exercise					exercise
	Options			price		Options			price
Outstanding - beginning of year		150,275,799		$	0.0160		151,475,799		$	0.017
Granted		300,000,000		$	0.0018		—		$	—
Exercised		—		$	—		—		$	—
Forfeited		(20,600,000	)	$	0.04		(1,200,000	)	$	0.050
Outstanding - end of year		429,675,799		$	0.0051		150,275,799		$	0.016
Exercisable at the end of year		223,165,297		$	0.0081		141,466,119		$	0.015
Weighted average fair value of
options granted during the year				$	568,300				$	—

As of December 31, 2020, and December 31, 2019, the intrinsic value of the stock options was approximately $1,366,650 and zero, respectively. Stock option expense for the year ended December 31, 2020, and 2019 were $390,035 and $324,959, respectively.

The Black Scholes option valuation model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

The weighted average remaining contractual life of options outstanding, as of December 31, 2020 was as follows:

				Weighted
				Average
		Number of		remaining
Exercise		options		contractual
prices		outstanding		life (years)
$	0.0150		35,000,000		1.65
$	0.0131		60,000,000		1.09
$	0.0130		15,000,000		1.22
$	0.0100		6,675,799		1.58
$	0.0053		12,500,000		1.62
$	0.0040		500,000		0.78
$	0.0019		283,000,000		4.05
$	0.0018		17,000,000		4.42
			429,675,799

Warrants

During the fiscal year ended December 31, 2020 the Company issued 10,912,852 warrants through four agreements, related to borrowings, which are exercisable immediately on a cashless basis at prices ranging from $0.005 to $0.0118 per share. As of December 31,2020, and 2019, there were 20,912,852 and 10,000,000 warrants outstanding, respectively.

The fair value of warrants granted during the year ended December 31, 2020 and 2019, were determined using the Black Scholes method with the following assumptions:

	Year Ended			Year Ended
	December 31, 2020			December 31, 2019
Risk free interest rate		0.40-0.42	%		1.86	%
Stock volatility factor		335.7-337.1	%		272	%
Weighted average expected warrant life		5 years			10 years
Expected dividend yield		0	%		0	%

A summary of the Company’s warrant activity and related information follows:

	Year Ended December 31, 2020				Year Ended December 31, 2019
			Weighted				Weighted
			average				average
			exercise				exercise
	Warrants		price		Warrants		price
Outstanding - beginning of period		10,000,000	$	0.007		—	$	—
Issued		10,912,852	$	0.007		10,000,000	$	0.007
Exercised		—	$	—		—	$	—
Forfeited		—	$	—		—	$	—
Outstanding - end of period		20,912,852	$	0.007		10,000,000	$	0.007
Exercisable at the end of period		20,912,852	$	0.007		10,000,000	$	0.007
Weighted average fair value of
warrants granted during the period			$	98,343			$	67,000

Warrant expense for the year ended December 31, 2020, and 2019 were $98,343 and $67,000, respectively.

The weighted average remaining contractual life of warrants outstanding, as of December 31, 2020 was as follows:

				Weighted
				Average
		Number of		remaining
Exercise		warrants		contractual
prices		outstanding		life (years)
$	0.0118		2,423,269		4.81
$	0.0072		989,583		4.95
$	0.0067		10,000,000		8.62
$	0.0050		6,000,000		4.81
$	0.0050		1,500,000		4.95
			20,912,852

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Related Parties

12 Months Ended

Dec. 31, 2020

Related Party Transactions [Abstract]

Related Parties

13. RELATED PARTIES

Bountiful Capital, LLC, loaned the Company $100,000 on January 12, 2016, $500,000 through multiple fundings on the April 2016 Note, $500,000 through multiple fundings on the October 2016 Note, $38,000 on May 16, 2017, $46,000 on May 30, 2017, $26,000 on June 14, 2017, $23,500 on June 29, 2017, $105,000 on July 10, 2017, $50,500 on July 14, 2017, $53,500 on July 30, 2017, $25,000 on August 3, 2017, $34,000 on August 16, 2017, $92,000 on August 28, 2017, $63,600 on September 28, 2017, $103,500 on October 11, 2017, $106,000 on October 27, 2017, $62,000 on November 15, 2017, $106,000 on November 27, 2017, $30,000 on November 30, 2017, $42,000 on December 19, 2017, $49,000 on January 3, 2018, $72,000 on January 30, 2018, $85,000 on February 2, 2018, $25,000 on July 23, 2019, $10,000 on August 20, 2019 and $18,500 on August 28, 2019, as unsecured promissory notes (the “Bountiful Notes”). The terms of the Bountiful Notes include interest of 5% and are due and payable upon demand, but in no case later than 36 months after the effective date. On July 31, 2017, notes payable amounting to $1,442,500 and accrued interest of $43,414 were converted into 14,425 shares of Series C preferred stock. On January 17, 2020, notes payable amounting to $240,500 and accrued interest of $19,758 were converted into 2,597 shares of Series G preferred stock. At December 31, 2020 and December 31, 2019, principal on the Bountiful Notes and accrued interest totaled $792,235 and $1,018,524. The Company’s chief financial officer, Greg Boden, also serves as the president of Bountiful Capital, LLC.

Brad Parscale served on the board of directors of the Company from the acquisition of Parscale Creative on August 1, 2017 until his resignation on December 10, 2019. Mr. Parscale is also the owner of Parscale Strategy, LLC. During the year ended December 31, 2020 and 2019, the Company earned $3,640 and $194,492, respectively, in revenue from providing services to Parscale Strategy, and as of December 31,2020 and 2019, Parscale Strategy had an outstanding accounts receivable of zero and $5,417, respectively.

On August 1, 2017, Parscale Digital signed a lease with Bureau, Inc., a related party, to provide a workplace for the employees of Parscale Digital. Bureau, Inc., is wholly owned by Jill Giles, an employee of the Company. Details on this lease are included in Note 15.

On August 1, 2017, Parscale Digital signed a lease with Parscale Strategy for computer equipment and office furniture. Parscale Strategy is wholly owned by Brad Parscale, who served on the CloudCommerce board of directors from August 1, 2017 until his resignation on December 10, 2019. Details of this lease are included in Note 15.

As of December 31, 2020, we had convertible notes in the amount of $183,884 with a relative of a shareholder that owns in excess of 5%. We believe that the terms of those convertible notes are consistent with arm’s length transactions.

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Concentrations

12 Months Ended

Dec. 31, 2020

Risks and Uncertainties [Abstract]

Concentrations

14.       CONCENTRATIONS

For the year ended December 31, 2020 and 2019, the Company had two and one major customers who represented approximately 34% and 22% of total revenue, respectively. At December 31, 2020 and December 31, 2019, accounts receivable from two and two customers, represented approximately 32% and 35% of total accounts receivable, respectively. The customers comprising the concentrations within the accounts receivable are not the same customers that comprise the concentrations with the revenues discussed above.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

15.       COMMITMENTS AND CONTINGENCIES

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement, over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on our consolidated balance sheets. Finance leases are included in property and equipment, current liabilities, and long-term liabilities on our consolidated balance sheets. 

The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The Company has elected the practical expedient to combine lease and non-lease components as a single component. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. As of December 31, 2020, the company recognized ROU assets of $171,549 and operating lease liabilities of $171,549.

The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate of 10%, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2019 adoption date.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 3 years, some of which include options to extend the lease term for up to an undetermined number of years. 

Operating Leases

On August 1, 2017, Parscale Digital signed a lease agreement with Bureau, Inc., a related party, which commenced on August 1, 2017, for approximately 8,290 square feet, at 321 Sixth Street, San Antonio, TX 78215, for $9,800 per month, plus a pro rata share of the common building expenses. The lease expires on July 31, 2022. As of December 31, 2020, it is unclear whether we will attempt to extend this lease beyond the July 31, 2022 expiration date. However, because the lease expiration is greater than twelve months, the lease liability is included on the Balance Sheet as Right-of-use lease. This lease does not include a residual value guarantee, nor do we expect any material exit costs. As of January 1, 2019, we determined that this lease meets the criterion to be classified as a ROU Asset and is included on the balance sheet as Right-Of-Use Assets. As of December 31, 2020, the ROU asset and liability balances of this lease were $171,549 and $171,549, respectively.

Total operating lease expense for the year ended December 31, 2020 and 2019 was $155,119 and $190,860, respectively. The Company is also required to pay its pro rata share of taxes, building maintenance costs, and insurance in according to the lease agreement.

On May 21, 2014, the Company entered into a settlement agreement with the landlord of our previous location at 6500 Hollister Ave., Goleta, CA, to make monthly payments on past due rent totaling $227,052. Under the terms of the agreement, the Company will make monthly payments of $350 on a reduced balance of $40,250. Upon payment of $40,250, the Company will record a gain on extinguishment of debt of $186,802. As of December 31, 2020, the Company recorded the outstanding balance under this settlement agreement as a long-term accrued expense, with the current portion of the debt recorded in accrued expenses. As of December 31, 2020, and December 31, 2019, the Company owed $12,600 and $16,800 on the outstanding reduced payment terms, respectively.

The Company is required to pay its pro rata share of taxes, building maintenance costs, and insurance in accordance with the operating lease agreements of Parscale Digital.

Finance Leases

On August 1, 2017, Parscale Digital signed a lease agreement with Parscale Strategy, a related party, for the use of office equipment and furniture. The lease provides for a term of thirty-six (36) months, at a monthly payment of $3,000, and an option to purchase all items at the end of the lease for one dollar. It is certain that the Company will exercise this purchase option. We have evaluated this lease in accordance with ASC 840-30 and determined that it meets the definition of a finance lease.

The following is a schedule of the net book value of the finance lease.

Assets	December 31, 2020			December 31, 2019
Leased equipment under finance lease,	$	100,097		$	100,097
less accumulated amortization		(84,837	)		(60,007	)
Net	$	15,260		$	40,090

Liabilities	December 31, 2020		December 31, 2019
Obligations under finance lease (current)	$	—	$	20,654
Obligations under finance lease (noncurrent)		—		—
Total	$	—	$	20,654

Below is a reconciliation of leases to the financial statements.

	ROU Operating Leases		Finance Leases
Leased asset balance	$	171,549	$	15,260
Liability balance		171,549		—
Cash flow (operating)		—		—
Cash flow (financing)		—		—
Interest expense	$	22,390	$	—

The following is a schedule, by years, of future minimum lease payments required under the operating and finance leases.

Years Ending December 31,		ROU Operating Leases			Finance Leases
	2021	$	117,600		$	15,260
	2022		68,600			—
	2023		—			—
	Thereafter		—			—
	Total		186,200			15,260
	Less imputed interest		(14,651	)		—
	Total liability	$	171,549		$	15,260

Other information related to leases is as follows:

Lease Type	Weighted Average Remaining Term			Weighted Average Discount Rate (1)
Operating Leases		19	months		10	%
Finance Leases		0 months			10	%

(1) This discount rate is consistent with our borrowing rates from various lenders.

Legal Matters

The Company may be involved in legal actions and claims arising in the ordinary course of business, from time to time, none of which at the time are considered to be material to the Company’s business or financial condition.

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Supplemental Statement Of Cash Flows Information

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Statement of Cash Flows Information

16. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION

During the year ended December 31, 2020, there were the following non-cash activities.

- Certain lenders converted a total of $291,940 of principal, interest and fees, into 226,300,034 common shares. The Company recorded no losses on these conversions. As a result of these conversions, we recorded a reduction to the derivative liability of $339,105. Detail of the conversions is below.

Conversion Date	Note Date	Principal		Interest/Fees		Shares
January 21, 2020	January 31, 2019	$	—	$	3,935		4,300,327
January 29, 2020	May 2, 2019		9,815		250		11,000,000
February 6, 2020	May 2, 2019		10,291		250		10,800,000
February 11, 2020	May 2, 2019		19,917		250		17,400,000
March 6, 2020	September 4, 2019		15,000		—		10,000,000
March 9, 2020	September 4, 2019		18,000		—		12,857,143
March 11, 2020	September 4, 2019		15,000		—		12,500,000
April 6, 2020	September 4, 2019		5,000		2,650		7,806,122
April 27, 2020	May 2, 2019		8,478		5,100		22,258,360
May 14, 2020	July 16, 2019		12,000		1,000		26,000,000
June 16, 2020	July 16, 2019		14,900		1,000		26,500,000
June 18, 2020	July 16, 2019		9,800		1,000		18,000,000
June 22, 2020	July 16, 2019		5,000		1,000		10,000,000
June 23, 2020	March 25, 2013		50,000		36,260		21,565,068
June 23, 2020	April 20, 2018		38,894		4,236		4,313,014
June 25, 2020	July 16, 2019		1,300		5,300		11,000,000
		$	233,395	$	62,231		226,300,034

- The values of the ROU operating leases assets and liabilities each declined $95,209, netting to zero on the statement of cash flows.

- Recorded an initial derivative discount for notes that became convertible during the period, in the amount of $127,273, which was converted and eliminated.

- Related party debt and interest in the amount of $259,698 was exchanged for 2,597 shares of series G preferred stock. See footnote 9 for the details of this exchange.

- Recorded the value of shares issued to lenders in the amount of $334,377.

During the year ended December 31, 2019, there were the following non-cash activities.

- Lenders converted debt into common stock, within the terms of the agreements. The Company recording no losses on the following conversions:

Conversion Date	Note Date	Principal		Interest/Fees		Shares
July 17, 2019	January 16, 2019	$	12,000	$	—		1,967,213
August 5, 2019	January 31, 2019		7,838		250		2,550,000
August 27, 2019	January 16, 2019		12,000		—		3,870,968
September 4, 2019	January 16, 2019		15,000		—		5,172,414
September 4, 2019	January 31, 2019		7,777		250		2,800,000
September 5, 2019	January 16, 2019		15,000		—		5,172,414
September 13, 2019	January 16, 2019		16,000		—		6,956,522
September 25, 2019	January 16, 2019		14,800		—		7,047,619
October 28, 2019	January 16, 2019		11,300		—		7,062,500
November 4, 2019	January 16, 2019		6,900		5,150		7,531,250
November 20, 2019	February 21, 2019		6,900		—		4,928,571
November 26, 2019	February 21, 2019		7,900		—		9,294,118
November 27, 2019	February 21, 2019		7,900		—		9,294,118
December 2, 2019	February 21, 2019		8,900		—		10,470,588
December 4, 2019	February 21, 2019		8,900		—		10,470,588
December 4, 2019	February 21, 2019		8,900		—		10,470,588
December 4, 2019	January 31, 2019		6,359		250		8,333,670
December 5, 2019	February 21, 2019		3,600		2,650		7,352,941
December 5, 2019	January 31, 2019		9,663		250		12,500,000
December 6, 2019	April 24, 2019		9,800		—		11,529,412
December 6, 2019	April 24, 2019		9,800		—		11,529,412
December 6, 2019	January 31, 2019		10,456		250		13,500,000
December 9, 2019	April 24, 2019		13,000		—		15,294,118
December 9, 2019	April 24, 2019		10,400		2,150		14,764,706
December 11, 2019	January 31, 2019		11,407		1,915		16,800,000
December 16, 2019	June 10, 2019		15,000		—		17,647,059
December 16, 2019	June 10, 2019		15,000		—		17,647,059
December 17, 2019	June 10, 2019		15,000		—		17,647,059
December 17, 2019	June 10, 2019		8,000		2,650		12,529,412
			305,500		15,765		282,123,319

- Recorded the initial values of ROU operating leases, which increased ROU assets by $398,506 and operating lease liability by $398,506, netting to zero on the statement of cash flows. As of December 31, 2019, the ROU asset and liability balances were $266,758 and $266,758, respectively.

- For the year ended December 31, 2019, the Company recorded a discount on the convertible notes and derivative liability in the amount of $467,019, which declined by $287,668 during the year due to conversions (derivative settlements).

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Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

17.       INCOME TAXES

The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 were as follows, assuming a 21% and 21% effective tax rate, respectively:

	For the years ended December 31,
	2020			2019
Deferred tax provision:
Federal
Deferred tax asset	$	3,427,761		$	3,263,237
Valuation allowance		(3,427,761	)		(3,263,237	)
Total deferred tax provision	$	—		$	—

As of December 31, 2020, the Company had approximately $16,322,673 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2040. The deferred tax liability balances as of December 31, 2020 and 2019 were zero and zero, respectively. During the year ended December 31, 2018, it was determined that, due to the Company never having paid federal income taxes and having a large net operating loss (NOL), it is unlikely we will pay federal income taxes in the foreseeable future.

The Company provided a valuation allowance equal to the deferred income tax assets for the period from June 30, 2011 to December 31, 2020 because it is not presently known whether future taxable income will be sufficient to utilize the tax loss carryforwards.

The Company has no uncertain tax positions.

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Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events

Subsequent Events

18. SUBSEQUENT EVENTS.

On January 5, 2021, we granted non-qualified stock options to purchase up to 368,000,000 shares of our common stock to six key employees and three directors, at an exercise price of $0.0068 per share. The stock options vest equally over a period of 36 months and expire January 5, 2026. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 5, 2022.

On January 15, 2021, a certain accredited investor converted $183,130.74 in principal, interest and fees resulting in the issuance of 18,313,074 shares of common stock.

On January 22, 2021, the Company filed form S-3 to offer up to $100,000,000 worth of our stock to accredited investors. The offering became effective on February 16, 2021.

On January 28, 2021, CloudCommerce, Inc. (the “Company”) entered into an Unsecured Promissory Note (the “Promissory Note”) in the aggregate principal amount of $840,000, with Bountiful Capital, LLC (the “Investor”) for gross proceeds of $840,000. The Promissory Note was funded on January 28, 2021. The Investor is a related party. The chief financial officer of the Company, Greg Boden, is also the president of Bountiful Capital, LLC. The Promissory Note bears interest at a rate of 5% per year and is not convertible into shares of common stock of the Company. Principal and interest under the Promissory Note are due and payable upon maturity on January 28, 2022. The Promissory Note also enumerates certain customary events of default, which include failure to pay principal and interest, insolvency, and bankruptcy.

On February 4, 2021, CloudCommerce, Inc. (the “Company”) received loan proceeds of $780,680 under the Second Draw of the Paycheck Protection Program (“PPP2”). The PPP2 is evidenced by a promissory note (the “Note”), between the Company and the Cache Valley Bank (the “Lender”). The Note has a five-year term, bears interest at the rate of 1.00% per annum, and may be prepaid at any time without payment of any premium.  No payments of principal or interest are due during the six-month period beginning on the date of the Note (the “Deferral Period”).  The principal and accrued interest under the Note is forgivable after eight weeks if the Company uses the PPP2 Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP2 requirements. In order to obtain forgiveness of the PPP2 Loan, the Company must submit a request and provide satisfactory documentation regarding its compliance with applicable requirements.  The Company must repay any unforgiven principal amount of the Note, with interest, on a monthly basis following the Deferral Period.  The Company intends to use the proceeds of the PPP2 Loan for eligible purposes and to pursue forgiveness, although the Company may take action that could cause some or all of the PPP Loan to become ineligible for forgiveness. No assurance is provided that forgiveness for all or any portion of the PPP2 Loan will be obtained. The Note contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or covenants.  The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company.

On February 18, 2021, the Company adopted the CloudCommerce, Inc. 2020 Equity Incentive Plan (the “Stock Plan”). The Stock Plan will be used as incentive for directors, executive officers, and employees of and key consultants to the Company. Pursuant to the Stock Plan, the Company may issue 200,000,000 shares of common stock. The plan is administered by the Company’s Board of Directors.

On February 19, 2021, the Company entered into a securities purchase agreement with an accredited investor for the purchase and sale of an aggregate of 85,000,000 shares of common stock (the “Shares”), (ii) pre-funded warrants to purchase up to 57,857,143 shares of common stock (the “Pre-funded Warrants), and (iii) warrants to purchase up to 142,857,143 shares of common stock (the “Common Warrants,” and together with the Pre-Funded Warrants, the “Warrants”), in a registered direct offering at a purchase price of $0.07 per Share and Common Warrant, or $0.069 per Pre-Funded Warrant and Common Warrant. The Common Warrants will be exercisable for a period of five years commencing upon issuance, at an exercise price of $0.07 per share, subject to certain adjustments set forth therein. The Pre-funded Warrants will be exercisable commencing upon issuance and expiring upon the exercise of the Pre-funded Warrants in full, at an exercise price of $0.001 per share, subject to certain adjustments set forth therein. The Company received gross proceeds of $10,000,000 from this accredited investor. On March 5, 2021, we and the purchaser entered into an amendment agreement to the Purchase Agreement (the “Amendment Agreement”) to reduce the exercise price of the Common Warrants from $0.07 to $0.0454 per share of common stock. We also agreed to issue an additional 28,571,421 Common Warrants to the purchaser. No other changes to the Common Warrants or other terms of the Purchase Agreement were made.

Following is the detail of the shares of common stock issued after December 31, 2020:

Date of Issuance	Type	Shares
January 15, 2021	Conversion		18,313,074
February 3, 2021	Preferred A Conv		40,000,000
February 3, 2021	Preferred A Conv		16,000,000
February 16, 2021	Preferred A Conv		44,000,000
February 18, 2021	Stock Options		2,160,294
February 22, 2021	Stock Sale		85,000,000
February 22, 2021	Debt Refinance		25,000,000
February 22, 2021	Stock Options		660,192
March 4, 2021	Stock Options		708,469
			231,842,029

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Summary Of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Reclassifications

Reclassifications

Certain prior periods have been recast to reflect current period presentation. During the year ended December 31, 2020 we began to recognize cost of revenue in the statement of operation. All prior periods have been recast to reflect this change.

Accounts Receivable

Accounts Receivable

The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contracted terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balance of the allowance account at December 31, 2020 and December 31, 2019 are $742 and $118,589, respectively. During the years ended December 31, 2020 and December 31, 2019, we included $16,868 and $114,748, respectively, in expense related to balances that were written off as bad debt.

On November 30, 2016, the Company entered into an agreement whereby accounts receivable amounts due from our customers to CLWD Operations were pledged to a third party. Under the terms of the agreement, the Company may receive advances in amounts up to $400,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On March 23, 2017, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $100,000, to a total of $500,000. As of December 31, 2020, the balance due from this arrangement was $379,797.

On October 19, 2017, the Company entered into an agreement whereby accounts receivable amounts due from our customers to Parscale Digital were pledged to a third party. Under the terms of the agreement, the Company may receive advances in amounts up to $500,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On April 12, 2018, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $250,000, to a total of $750,000. This borrowing facility had an expiration date of November 11, 2020 and was not renewed. As of December 31, 2020, the balance due from this arrangement was zero.

On August 2, 2018, the Company entered into agreements whereby accounts receivable amounts due from our customers to Giles Design Bureau, WebTegrity and Data Propria were pledged to a third party. Under the terms of the agreements, the Company may receive advances in amounts up to $150,000, $150,000 and $600,000, respectively, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. As of August 22, 2020, these three borrowing facilities have expired and were not renewed. As of December 31, 2020, the combined balance due from these arrangements was zero.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, the allowance for doubtful account receivable, fair value assumptions in accounting for business combinations and analyzing goodwill, intangible assets and long-lived asset impairments and adjustments, the deferred tax valuation allowance, and the fair value of stock options and warrants.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

Revenue Recognition

The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives. Most of the income is generated from professional services and site development fees. We provide online marketing services that we purchase from third parties. The gross revenue presented in our statement of operations includes digital advertising revenue. We also offer professional services such as development services.  The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 606, which are recognized as the work is performed. Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved. If we have performed work for our clients, but have not invoiced clients for that work, then we record the value of the work in an asset in costs in excess of billings. The terms of services contracts generally are for periods of less than one year. The deferred revenue and customer deposits as of December 31, 2020 and 2019 was $841,290 and $2,080,762, respectively. The costs in excess of billings as of December 31, 2020 and 2019 was zero and $21,606, respectively. See footnote 3 for a disclosure of our use of estimates and judgement, as it relates to revenue recognition.

We always strive to satisfy our customers by providing superior quality and service. Since we typically bill based on a Time and Materials basis, there are no returns for work delivered. When discrepancies or disagreements arise, we do our best to reconcile those by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, no significant discounts have been granted.

Included in revenue are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review, that the amounts classified as reimbursable costs should be recorded as gross, due to the following factors:

• The Company is primarily in control of the inputs of the project and responsible for the completion of the client contract;

• We have latitude in establishing price; and

• We have discretion in supplier selection.

During the years ended December 31, 2020 and December 31, 2019, we included $5,155,079 and $3,344,978, respectively, in revenue, related to reimbursable costs.

The Company records revenue into the following five categories:

• Data Sciences – Includes polling, research, modeling, data fees, consulting and reporting.

• Design – Includes branding, photography, copyrighting, printing, signs and interior design.

• Development – Includes website coding.

• Digital Advertising – Includes ad spend, SEO management and digital ad support.

• Other – Includes domain name management, account management, email marketing, web hosting, email hosting, client training, reimbursed expenses and partner commissions.

For the years ended December 31, 2020 and December 31, 2019, revenue was disaggregated into the five categories as follows:

	Year ended December 31, 2020						Year ended December 31, 2019
	Third Parties		Related Parties		Total		Third Parties		Related Parties		Total
Data Sciences	$	596,446	$	—	$	596,446	$	1,150,706	$	14,400	$	1,165,106
Design		2,390,676		—		2,390,676		2,031,974		624		2,032,598
Development		330,404		—		330,404		1,425,757		46,332		1,472,089
Digital Advertising		6,085,038		3,640		6,088,678		3,650,491		179,640		3,830,131
Other		336,074		—		336,074		719,960		26,579		746,539
Total	$	9,738,638	$	3,640	$	9,742,278	$	8,978,888	$	267,575	$	9,246,463

Research and Development

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were zero for the years ended December 31, 2020 and December 31, 2019.

Advertising Costs

Advertising Costs

The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $119,332 and $4,797, for the years ended December 31, 2020 and December 31, 2019, respectively.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of December 31, 2020 and December 31, 2019, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value.

Fair value is defined as the price to sell an asset or transfer a liability, between market participants at the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value.

ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2020 and 2019:

December 31, 2020		Level 1		Level 2		Level 3		Total
Assets	$	—	$	—	$	—	$	—
Total assets measured at fair value	$	—	$	—	$	—	$	—
Liabilities
Derivative liability	$	—	$	—	$	—	$	—
Total liabilities measured at fair value	$	—	$	—	$	—	$	—

December 31, 2019	Level 1		Level 2		Level 3		Total
Assets	$	—	$	—	$	—	$	—
Total assets measured at fair value	$	—	$	—	$	—	$	—
Liabilities
Derivative liability	$	—	$	—	$	342,850	$	342,850
Total liabilities measured at fair value	$	—	$	—	$	342,850	$	342,850

Property and Equipment

Property and Equipment

Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives:

			As of December 31,
	Years		2020			2019
Equipment		5-7	$	169,003		$	163,750
Office furniture		7		23,569			23,569
Leasehold improvements		Length of lease		—			—
Less accumulated depreciation				(136,890	)		(95,897	)
Net property and equipment			$	55,682		$	91,422

The following table discloses fixed asset transactions and recordings during the years ended December 31, 2020 and December 31, 2019:

	Year ended December 31, 2020		Year ended         December 31, 2019
Depreciation expense	$	40,993	$	42,968
Gain/(loss) on disposals		—		(6,452	)
Cash paid for fixed asset additions		5,253		2,104

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. During the year ended December 31, 2020, management reviewed the intangible assets and goodwill of WebTegrity, and determined that there were indications of impairment.

Business Combinations

Business Combinations

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair value, at the acquisition date, of assets received, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquiree. Any costs directly attributable to the business combination are expensed in the period incurred. The acquiree’s identifiable assets and liabilities are recognized at their fair values at the acquisition date.

Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized.

Indefinite Lived Intangibles and Goodwill Assets

Indefinite Lived Intangibles and Goodwill Assets

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, at December 31, 2020 the Company performed a qualitative assessment of indefinite lived intangibles and goodwill related to WebTegrity and determined there was impairment of indefinite lived intangibles and goodwill. Therefore, an impairment of indefinite lived intangibles and goodwill was recognized.

The impairment test conducted by the Company includes an assessment of whether events occurred that may have resulted in impairment of goodwill and intangible assets. Because it was determined that events had occurred which effected the fair value of goodwill and intangible assets, the Company conducted the two-step approach to determine the fair value and required adjustment. The steps are as follows:

1. Based on the totality of qualitative factors, determine whether the carrying amount of the intangible asset may not be recoverable. Qualitative factors and key assumptions reviewed include the following:

● Increases in costs, such as labor, materials or other costs that could negatively affect future cash flows. The Company assumed that costs associated with labor, materials, and other costs should be consistent with fair market levels. If the costs were materially higher than fair market levels, then such costs may adversely affect the future cash flows of the Company or reporting units.

● Financial performance, such as negative or declining cash flows, or reductions in revenue may adversely affect recoverability of the recorded value of the intangible assets. During our analysis, the Company assumes that revenues should remain relatively consistent or show gradual growth month-to-month and quarter-to-quarter. If we report revenue declines, instead of increases or flat levels, then such condition may adversely affect the future cash flows of the Company or reporting units.

● Legal, regulatory, contractual, political, business or other factors that could affect future cash flows. During our analysis, the Company assumes that the legal, regulatory, political or business conditions should remain consistent, without placing material pressure on the Company or any of its reporting units. If such conditions were to become materially different than what has been experienced historically, then such conditions may adversely affect the future cash flows of the Company or reporting units.

● Entity-specific events such as losses of management, key personnel, or customers, may adversely affect future cash flows. During our analysis, the Company assumes that members of management, key personnel, and customers will remain consistent period-over-period. If not effectively replaced, the loss of members of management and key employees could adversely affect operations, culture, morale and overall success of the company. In addition, if material revenue from key customers is lost and not replaced, then future cash flows will be adversely affected.

● Industry or market considerations, such as competition, changes in the market, changes in customer dependence on our service offering, or obsolescence could adversely affect the Company or its reporting units. We understand that the market we serve are constantly changing, requiring us to change with it. During our analysis, we assume that we will address new opportunities in service offering and industries served. If we do not make such changes, then we may experience declines in revenue and cash flow, making it difficult to re-capture market share.

● Macroeconomic conditions such as deterioration in general economic conditions or limitations on accessing capital could adversely affect the Company. During our analysis, we acknowledge that macroeconomic factors, such as the economy, may affect our business plan because our customers may reduce budgets for our services. If there are material declines in the economy, which lead to reductions in revenue then such conditions may adversely affect the Company.

2. Compare the carrying amount of the intangible asset to the fair value.

3. If the carrying amount is greater than the fair value, then the carrying amount is reduced to reflect fair value.

In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2019 and determined there was impairment of indefinite lived intangibles and goodwill from our Parscale Media and Parscale Creative acquisitions. Accordingly, all intangible assets and goodwill related to the Parscale Media and Parscale Creative acquisitions have been written off, amounting to $744,444 for Parscale Media and $6,016,323 for Parscale Creative. This amount reduced the consolidated balances of Parscale Digital, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2019. An impairment assessment was also conducted during the year ended December 31, 2020 related to the WebTegrity acquisition and determined that impairment of indefinite lived intangibles and goodwill was necessary. Accordingly, all intangible assets and goodwill related to the WebTegrity acquisition have been written off, amounting to $560,000. This amount reduced the consolidated balances of WebTegrity, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2020. At the time of the impairment analysis, the remaining prior year balance of the Customer List ($71,606) had already been expensed throughout the year ended December 31, 2020.

Goodwill and Intangible assets are comprised of the following, presented as net of amortization: 

	December 31, 2020
	Parscale Digital		WebTegrity		CloudCommerce		Total
Customer list		—		—		—		—
Non-compete agreement		—		—		—		—
Domain name and trademark		—		—		26,582		26,582
Brand name		—		—		—		—
Goodwill		—		—		—		—
Total		—		—		26,582		26,582

	December 31, 2019
	Parscale Digital		WebTegrity		CloudCommerce		Total
Customer list		—		71,606		—		71,606
Non-compete agreement		—		—		—		—
Domain name and trademark		—		—		27,271		27,271
Brand name		—		130,000		—		130,000
Goodwill		—		430,000		—		430,000
Total		—		631,606		27,271		658,877

Concentrations of Business and Credit Risk

Concentrations of Business and Credit Risk

The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company’s operations are subject to rapid technological advancement and intense competition. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services. As of December 31, 2020, the Company held cash and cash equivalents in the amount of $10,538, which was held in the operating bank accounts. Of this amount, $10,538 was held in multiple accounts, in amounts that did not exceeding the FDIC insured limit of $250,000. For further discussion on concentrations see footnote 14.

Stock-Based Compensation

Stock-Based Compensation

The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of operations.

Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the consolidated statement of operations during the year ended December 31, 2020, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of December 31, 2020 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the year ended December 31, 2020 is based on awards ultimately expected to vest or has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense recognized in the consolidated statements of operations during the year ended December 31, 2020 and 2019 were $390,035 and $391,959, respectively.

Basic and Diluted Net Income (Loss) Per Share Calculations

Basic and Diluted Net Income (Loss) per Share Calculations

Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share.

For the year ended December 31, 2020, the Company has excluded 106,489,498, shares of common stock underlying options, 20,912,852 shares of common stock underlying warrants, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock, 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock and 18,388,400 shares of common stock underlying $183,884 in convertible notes, because their impact on the loss per share is anti-dilutive.

For the year ended December 31, 2019, the Company has excluded 150,275,799 shares of common stock underlying options, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock and 66,144,941 shares of common stock underlying $543,464 in convertible notes, because their impact on the loss per share is anti-dilutive.

Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive.

Accounting for Derivatives

Accounting for Derivatives

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the year ended December 31, 2020, all convertible notes that contained derivative instruments were converted leaving a derivative liability balance of zero. As of December 31,2020, the company had a single convertible note (see footnote 8), which is convertible at a fixed price and therefore does not contain an embedded derivative. Therefore, as of December 31,2020, the company had no derivative.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Management reviewed accounting pronouncements issued during the year ended December 31, 2020, and the following pronouncement was adopted during the period.

In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative assessment. Instead, under this pronouncement, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment change for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects will be considered, if applicable. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Due to the limited amount of goodwill and intangible assets recorded at December 31, 2020, the impact of this ASU on its consolidated financial statements and related disclosures was immaterial.

Management reviewed accounting pronouncements issued during the year ended December 31, 2019, and the following pronouncements were adopted during the period.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). Under ASU 2016-02, lessees recognize a right-of-use asset and a lease liability for all of their leases, other than those that meet the definition of a short-term lease. For income statement purposes, leases must be classified as either operating or finance. Operating leases will result in straight-line expense, similar to current operating leases, while finance leases will result in a front-loaded pattern, similar to current capital leases. We adopted Topic 842 effective January 1, 2019 and elected certain available transitional practical expedients. This adoption resulted in right-of-use assets, in the amount of $266,758 and operating lease liability, in the amount of $266,758, to be added to the December 31, 2019 balance sheet. These additions are the result of an office lease in San Antonio. In the prior year, the Company disclosed capital lease obligations, which has been changed to finance lease obligation in the current year, as a result of this adoption. As of December 31, 2020, and 2019, the finance lease obligation totaled zero and $20,654, respectively.

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Issued Accounting Pronouncements Not Yet Adopted

None noted

Income Taxes

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. For the year ended December 31, 2020, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances.

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Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Summary Of Significant Accounting Policies

Schedule of Five Categories of Revenue

For the years ended December 31, 2020 and December 31, 2019, revenue was disaggregated into the five categories as follows:

	Year ended December 31, 2020						Year ended December 31, 2019
	Third Parties		Related Parties		Total		Third Parties		Related Parties		Total
Data Sciences	$	596,446	$	—	$	596,446	$	1,150,706	$	14,400	$	1,165,106
Design		2,390,676		—		2,390,676		2,031,974		624		2,032,598
Development		330,404		—		330,404		1,425,757		46,332		1,472,089
Digital Advertising		6,085,038		3,640		6,088,678		3,650,491		179,640		3,830,131
Other		336,074		—		336,074		719,960		26,579		746,539
Total	$	9,738,638	$	3,640	$	9,742,278	$	8,978,888	$	267,575	$	9,246,463

Schedule of Assets and Liabilities measured at Fair Value

Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2020 and 2019:

December 31, 2020		Level 1		Level 2		Level 3		Total
Assets	$	—	$	—	$	—	$	—
Total assets measured at fair value	$	—	$	—	$	—	$	—
Liabilities
Derivative liability	$	—	$	—	$	—	$	—
Total liabilities measured at fair value	$	—	$	—	$	—	$	—

December 31, 2019	Level 1		Level 2		Level 3		Total
Assets	$	—	$	—	$	—	$	—
Total assets measured at fair value	$	—	$	—	$	—	$	—
Liabilities
Derivative liability	$	—	$	—	$	342,850	$	342,850
Total liabilities measured at fair value	$	—	$	—	$	342,850	$	342,850

Schedule of Estimated Useful Life of Property and Equipment

Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives:

			As of December 31,
	Years		2020			2019
Equipment		5-7	$	169,003		$	163,750
Office furniture		7		23,569			23,569
Leasehold improvements		Length of lease		—			—
Less accumulated depreciation				(136,890	)		(95,897	)
Net property and equipment			$	55,682		$	91,422

Schedule of Fixed Asset Transactions

The following table discloses fixed asset transactions and recordings during the years ended December 31, 2020 and December 31, 2019:

	Year ended December 31, 2020		Year ended         December 31, 2019
Depreciation expense	$	40,993	$	42,968
Gain/(loss) on disposals		—		(6,452	)
Cash paid for fixed asset additions		5,253		2,104

Schedule of Goodwill and Intangible assets amortization

Goodwill and Intangible assets are comprised of the following, presented as net of amortization: 

	December 31, 2020
	Parscale Digital		WebTegrity		CloudCommerce		Total
Customer list		—		—		—		—
Non-compete agreement		—		—		—		—
Domain name and trademark		—		—		26,582		26,582
Brand name		—		—		—		—
Goodwill		—		—		—		—
Total		—		—		26,582		26,582

	December 31, 2019
	Parscale Digital		WebTegrity		CloudCommerce		Total
Customer list		—		71,606		—		71,606
Non-compete agreement		—		—		—		—
Domain name and trademark		—		—		27,271		27,271
Brand name		—		130,000		—		130,000
Goodwill		—		430,000		—		430,000
Total		—		631,606		27,271		658,877

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Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Revenue Recognition Tables Abstract

Schedule of Five Categories of Revenue

For the years ended December 31, 2020 and December 31, 2019, revenue was disaggregated into the five categories as follows:

	Year ended December 31, 2020						Year ended December 31, 2019
	Third Parties		Related Parties		Total		Third Parties		Related Parties		Total
Data Sciences	$	596,446	$	—	$	596,446	$	1,150,706	$	14,400	$	1,165,106
Design		2,390,676		—		2,390,676		2,031,974		624		2,032,598
Development		330,404		—		330,404		1,425,757		46,332		1,472,089
Digital Advertising		6,085,038		3,640		6,088,678		3,650,491		179,640		3,830,131
Other		336,074		—		336,074		719,960		26,579		746,539
Total	$	9,738,638	$	3,640	$	9,742,278	$	8,978,888	$	267,575	$	9,246,463

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Business Acquisitions (Tables)

12 Months Ended

Dec. 31, 2020

Parscale Creative, Inc. [Member]

Schedule of Estimated Fair Value of the Consideration Transferred

The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following:

Cash	$	200,000
Customer deposits and accrued expenses		(535,000	)
Net tangible liabilities	$	(335,000	)
Non-compete agreements	$	280,000
Brand name		1,930,000
Customer list		2,090,000
Goodwill		3,645,000
Total purchase price	$	7,945,000

Issuance of series D convertible preferred stock	$	7,610,000
Net tangible liabilities		335,000
Total purchase price	$	7,945,000

WebTegrity, LLC [Member]

Schedule of Estimated Fair Value of the Consideration Transferred

The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following:

Current assets	$	78,000
Fixed assets		30,000
Liabilities		(48,000	)
Net assets		60,000
Brand name		130,000
Customer list		280,000
Goodwill		430,000
Total purchase price	$	900,000

Issuance of Series E Convertible Preferred Stock $ 900,000

Parscale Media, LLC [Member]

Schedule of Estimated Fair Value of the Consideration Transferred

As of November 20, 2018, the balance on the Parscale Media Note was zero.

Current assets	$	—
Brand name		100,000
Customer list		400,000
Goodwill		500,000
Total purchase price	$	1,000,000

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Intangible Assets Tables Abstract

Schedule of Acquired Intangible Assets

The Company’s intangible assets consist of the following:

	December 31, 2020							December 31, 2019
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Customer list	$	—	$	—		$	—	$	280,000	$	(208,394	)	$	71,606
Non-compete agreement		—		—			—		—		—			—
Domain name and trademark		30,201		(3,619	)		26,582		30,201		(2,930	)		27,271
Brand name		—		—			—		130,000		—			130,000
Goodwill		—		—			—		430,000		—			430,000
Total	$	30,201	$	(3,619	)	$	26,582	$	870,201	$	(211,324	)	$	658,877

Schedule of Amortization of Finite Life Intangible Assets

The following table of remaining amortization of finite life intangible assets, for the years ended December 31, includes the intangible assets acquired, in addition to the CloudCommerce trademark:

2021		690
2022		690
2023		690
Thereafter		4,311
Total	$	6,381

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Notes Payable (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Notes Payable Tables Abstract

Schedule of Notes Payable

As of June 30, 2020, the balances of the exchanged notes were zero.

Note Date	Principal		Accrued Interest		Total Due		Gain on Exchange		Series G Preferred Shares
November 30, 2017	$	30,000	$	3,197	$	33,197	$	70	$	331
January 30, 2018		72,000		7,072		79,072		168		789
February 1, 2018		85,000		8,314		93,314		198		931
July 23, 2019		25,000		610		25,610		58		256
August 20, 2019		10,000		205		10,205		23		102
August 28, 2019		18,500		360		18,860		43		188
Total	$	240,500	$	19,758	$	260,258	$	560	$	2,597

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Derivative Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Derivative Liabilities Tables Abstract

Schedule of fair value of the derivative liability

The balance of the fair value of the derivative liability as of December 31, 2020 and December 31, 2019 is as follows:

Balance at December 31, 2019	$	342,850
Additions due to new convertible notes		127,273
Reduction due to conversions and adjustments		(339,105	)
Mark-to-market adjustment		(131,018	)
Balance at December 31, 2020	$	—

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Stock Options And Warrants (Tables)

12 Months Ended

Dec. 31, 2020

Stock Options And Warrants Tables

Summary of Fair Value Assumptions of Options

The fair value of options granted during the year ended December 31, 2020 and 2019, were determined using the Black Scholes method with the following assumptions:

	Year Ended			Year Ended
	December 31, 2020			December 31, 2019
Risk free interest rate		1.86	%		—
Stock volatility factor		272	%		—
Weighted average expected option life		5 years			—
Expected dividend yield		0	%		—

Summary of Stock Option Activity

A summary of the Company’s stock option activity and related information follows:

	Year Ended December 31, 2020					Year Ended December 31, 2019
				Weighted					Weighted
				average					average
				exercise					exercise
	Options			price		Options			price
Outstanding - beginning of year		150,275,799		$	0.0160		151,475,799		$	0.017
Granted		300,000,000		$	0.0018		—		$	—
Exercised		—		$	—		—		$	—
Forfeited		(20,600,000	)	$	0.04		(1,200,000	)	$	0.050
Outstanding - end of year		429,675,799		$	0.0051		150,275,799		$	0.016
Exercisable at the end of year		223,165,297		$	0.0081		141,466,119		$	0.015
Weighted average fair value of
options granted during the year				$	568,300				$	—

Summary of Weighted Average Remaining Contractual Life of Options Outstanding

The weighted average remaining contractual life of options outstanding, as of December 31, 2020 was as follows:

				Weighted
				Average
		Number of		remaining
Exercise		options		contractual
prices		outstanding		life (years)
$	0.0150		35,000,000		1.65
$	0.0131		60,000,000		1.09
$	0.0130		15,000,000		1.22
$	0.0100		6,675,799		1.58
$	0.0053		12,500,000		1.62
$	0.0040		500,000		0.78
$	0.0019		283,000,000		4.05
$	0.0018		17,000,000		4.42
			429,675,799

Summary of Fair Value of Warrants

The fair value of warrants granted during the year ended December 31, 2020 and 2019, were determined using the Black Scholes method with the following assumptions:

	Year Ended			Year Ended
	December 31, 2020			December 31, 2019
Risk free interest rate		0.40 - 0.42	%		1.86	%
Stock volatility factor		335.7 - 337.1	%		272	%
Weighted average expected warrant life		5 years			10 years
Expected dividend yield		0	%		0	%

Summary of Company’s Warrant Activity

A summary of the Company’s warrant activity and related information follows:

	Year Ended December 31, 2020				Year Ended December 31, 2019
			Weighted				Weighted
			average				average
			exercise				exercise
	Warrants		price		Warrants		price
Outstanding - beginning of period		10,000,000	$	0.007		—	$	—
Issued		10,912,852	$	0.007		10,000,000	$	0.007
Exercised		—	$	—		—	$	—
Forfeited		—	$	—		—	$	—
Outstanding - end of period		20,912,852	$	0.007		10,000,000	$	0.007
Exercisable at the end of period		20,912,852	$	0.007		10,000,000	$	0.007
Weighted average fair value of
warrants granted during the period			$	98,343			$	67,000

Summary of Weighted Average Remaining Contractual Life of Warrants Outstanding

The weighted average remaining contractual life of warrants outstanding, as of December 31, 2020 was as follows:

				Weighted
				Average
		Number of		remaining
Exercise		warrants		contractual
prices		outstanding		life (years)
$	0.0118		2,423,269		4.81
$	0.0072		989,583		4.95
$	0.0067		10,000,000		8.62
$	0.0050		6,000,000		4.81
$	0.0050		1,500,000		4.95
			20,912,852

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2020

Commitments And Contingencies

Schedule of Net Book Value of Finance Lease

The following is a schedule of the net book value of the finance lease.

Assets	December 31, 2020			December 31, 2019
Leased equipment under finance lease,	$	100,097		$	100,097
less accumulated amortization		(84,837	)		(60,007	)
Net	$	15,260		$	40,090

Liabilities	December 31, 2020		December 31, 2019
Obligations under finance lease (current)	$	—	$	20,654
Obligations under finance lease (noncurrent)		—		—
Total	$	—	$	20,654

Schedule of Reconciliation of Leases

Below is a reconciliation of leases to the financial statements.

	ROU Operating Leases		Finance Leases
Leased asset balance	$	171,549	$	15,260
Liability balance		171,549		—
Cash flow (operating)		—		—
Cash flow (financing)		—		—
Interest expense	$	22,390	$	—

Schedule of Future Minimum Lease Payments for Operating and Finance Lease

The following is a schedule, by years, of future minimum lease payments required under the operating and finance leases.

Years Ending December 31,		ROU Operating Leases			Finance Leases
	2021	$	117,600		$	15,260
	2022		68,600			—
	2023		—			—
	Thereafter		—			—
	Total		186,200			15,260
	Less imputed interest		(14,651	)		—
	Total liability	$	171,549		$	15,260

Schedule of Other Information Related to Lease

Other information related to leases is as follows:

Lease Type	Weighted Average Remaining Term			Weighted Average Discount Rate (1)
Operating Leases			19months		10	%
Finance Leases		0 months			10	%

(1) This discount rate is consistent with our borrowing rates from various lenders.

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Supplemental Statement Of Cash Flows Information (Tables)

12 Months Ended

Dec. 31, 2020

Supplemental Statement Of Cash Flows Information

Summary of Supplemental Cash Flows Non Cash Activities

During the year ended December 31, 2020, there were the following non-cash activities.

Conversion Date	Note Date	Principal		Interest/Fees		Shares
January 21, 2020	January 31, 2019	$	—	$	3,935		4,300,327
January 29, 2020	May 2, 2019		9,815		250		11,000,000
February 6, 2020	May 2, 2019		10,291		250		10,800,000
February 11, 2020	May 2, 2019		19,917		250		17,400,000
March 6, 2020	September 4, 2019		15,000		—		10,000,000
March 9, 2020	September 4, 2019		18,000		—		12,857,143
March 11, 2020	September 4, 2019		15,000		—		12,500,000
April 6, 2020	September 4, 2019		5,000		2,650		7,806,122
April 27, 2020	May 2, 2019		8,478		5,100		22,258,360
May 14, 2020	July 16, 2019		12,000		1,000		26,000,000
June 16, 2020	July 16, 2019		14,900		1,000		26,500,000
June 18, 2020	July 16, 2019		9,800		1,000		18,000,000
June 22, 2020	July 16, 2019		5,000		1,000		10,000,000
June 23, 2020	March 25, 2013		50,000		36,260		21,565,068
June 23, 2020	April 20, 2018		38,894		4,236		4,313,014
June 25, 2020	July 16, 2019		1,300		5,300		11,000,000
		$	233,395	$	62,231		226,300,034

During the year ended December 31, 2019, there were the following non-cash activities.

Conversion Date	Note Date	Principal		Interest/Fees
July 17, 2019	January 16, 2019	$	12,000	$	—	1,967,213
August 5, 2019	January 31, 2019		7,838		250	2,550,000
August 27, 2019	January 16, 2019		12,000		—	3,870,968
September 4, 2019	January 16, 2019		15,000		—	5,172,414
September 4, 2019	January 31, 2019		7,777		250	2,800,000
September 5, 2019	January 16, 2019		15,000		—	5,172,414
September 13, 2019	January 16, 2019		16,000		—	6,956,522
September 25, 2019	January 16, 2019		14,800		—	7,047,619
October 28, 2019	January 16, 2019		11,300		—	7,062,500
November 4, 2019	January 16, 2019		6,900		5,150	7,531,250
November 20, 2019	February 21, 2019		6,900		—	4,928,571
November 26, 2019	February 21, 2019		7,900		—	9,294,118
November 27, 2019	February 21, 2019		7,900		—	9,294,118
December 2, 2019	February 21, 2019		8,900		—	10,470,588
December 4, 2019	February 21, 2019		8,900		—	10,470,588
December 4, 2019	February 21, 2019		8,900		—	10,470,588
December 4, 2019	January 31, 2019		6,359		250	8,333,670
December 5, 2019	February 21, 2019		3,600		2,650	7,352,941
December 5, 2019	January 31, 2019		9,663		250	12,500,000
December 6, 2019	April 24, 2019		9,800		—	11,529,412
December 6, 2019	April 24, 2019		9,800		—	11,529,412
December 6, 2019	January 31, 2019		10,456		250	13,500,000
December 9, 2019	April 24, 2019		13,000		—	15,294,118
December 9, 2019	April 24, 2019		10,400		2,150	14,764,706
December 11, 2019	January 31, 2019		11,407		1,915	16,800,000
December 16, 2019	June 10, 2019		15,000		—	17,647,059
December 16, 2019	June 10, 2019		15,000		—	17,647,059
December 17, 2019	June 10, 2019		15,000		—	17,647,059
December 17, 2019	June 10, 2019		8,000		2,650	12,529,412
			305,500		15,765	282,123,319

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Income Taxes Tables Abstract

Schedule of Provision for Income Taxes

The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 were as follows, assuming a 21% and 21% effective tax rate, respectively:

	For the years ended December 31,
	2020			2019
Deferred tax provision:
Federal
Deferred tax asset	$	3,427,761		$	3,263,237
Valuation allowance		(3,427,761	)		(3,263,237	)
Total deferred tax provision	$	—		$	—

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Subsequent Events (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Subsequent Events Tables Abstract

Summary of Lenders Converted Debt into Common Stock

Following is the detail of the shares of common stock issued after December 31, 2020:

Date of Issuance	Type	Shares
January 15, 2021	Conversion		18,313,074
February 3, 2021	Preferred A Conv		40,000,000
February 3, 2021	Preferred A Conv		16,000,000
February 16, 2021	Preferred A Conv		44,000,000
February 18, 2021	Stock Options		2,160,294
February 22, 2021	Stock Sale		85,000,000
February 22, 2021	Debt Refinance		25,000,000
February 22, 2021	Stock Options		660,192
March 4, 2021	Stock Options		708,469
			231,842,029

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Summary Of Significant Accounting Policies (Schedule Of Five Categories Of Revenue) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Third parties	$ 9,738,638	$ 8,978,888
Related parties	3,640	267,575
Total	9,742,278	9,246,463
Data Sciences [Member]
Third parties	596,446	1,150,706
Related parties		14,400
Total	596,446	1,165,106
Design [Member]
Third parties	2,390,676	2,031,974
Related parties		624
Total	2,390,676	2,032,598
Development [Member]
Third parties	330,404	1,425,757
Related parties		46,332
Total	330,404	1,472,089
Digital Advertising [Member]
Third parties	6,085,038	3,650,491
Related parties	3,640	179,640
Total	6,088,678	3,830,131
Other [Member]
Third parties	336,074	719,960
Related parties		26,579
Total	336,074	746,539
Total [Member]
Third parties	9,738,638	8,978,888
Related parties	3,640	267,575
Total	$ 9,742,278	$ 9,246,463

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Summary Of Significant Accounting Policies (Schedule of Assets and Liabilities measured at Fair Value) (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 647,940	$ 2,752,166
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Total assets measured at fair value
Liabilities
Derivative liability
Total liabilities measured at fair value
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Total assets measured at fair value
Liabilities
Derivative liability
Total liabilities measured at fair value
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Total assets measured at fair value
Liabilities
Derivative liability		342,850
Total liabilities measured at fair value		342,850
Total [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Total assets measured at fair value
Liabilities
Derivative liability		342,850
Total liabilities measured at fair value		$ 342,850

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Summary Of Significant Accounting Policies (Schedule of Estimated Useful Life of Property and Equipment) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Less accumulated depreciation and amortization	$ 136,890	$ 95,897
Net property and equipment	55,682	91,422
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 169,003	163,750
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives in years	5 years
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives in years	7 years
Office Furniture [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives in years	7 years
Property and equipment, gross	$ 23,569	23,569
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives description	Length of lease
Property and equipment, gross

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Summary Of Significant Accounting Policies (Schedule Of Fixed Asset Transactions) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Summary Of Significant Accounting Policies Schedule Of Fixed Asset Transactions
Depreciation expense	$ 40,993	$ 42,968
Gain/(loss) on disposals		(6,452)
Cash paid for fixed asset additions	$ 5,253	$ 2,104

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Summary Of Significant Accounting Policies (Schedule Of Goodwill And Intangible Assets Amortization) (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Parscale Digital [Member]
Customer list
Non-compete agreement
Domain name and trademark
Brand name
Goodwill
Total
WebTegrity [Member]
Customer list		71,606
Non-compete agreement
Domain name and trademark
Brand name		130,000
Goodwill		430,000
Total		631,606
CloudCommerce [Member]
Customer list
Non-compete agreement
Domain name and trademark	26,582	27,271
Brand name
Goodwill
Total	26,582	27,271
Total [Member]
Customer list		71,606
Non-compete agreement
Domain name and trademark	26,582	27,271
Brand name		130,000
Goodwill		430,000
Total	$ 26,582	$ 658,877

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Revenue Recognition (Schedule of Five Categories of Revenue) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Third parties	$ 9,738,638	$ 8,978,888
Related parties	3,640	267,575
Total	9,742,278	9,246,463
Data Sciences [Member]
Third parties	596,446	1,150,706
Related parties		14,400
Total	596,446	1,165,106
Design [Member]
Third parties	2,390,676	2,031,974
Related parties		624
Total	2,390,676	2,032,598
Development [Member]
Third parties	330,404	1,425,757
Related parties		46,332
Total	330,404	1,472,089
Digital Advertising [Member]
Third parties	6,085,038	3,650,491
Related parties	3,640	179,640
Total	6,088,678	3,830,131
Other [Member]
Third parties	336,074	719,960
Related parties		26,579
Total	336,074	746,539
Total [Member]
Third parties	9,738,638	8,978,888
Related parties	3,640	267,575
Total	$ 9,742,278	$ 9,246,463

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Business Acquisitions (Schedule Of Estimated Fair Value Of The Consideration Transferred) (Details) - USD ($)	Feb. 01, 2018	Nov. 15, 2017	Aug. 01, 2017
Parscale Creative, Inc. [Member]
Business Acquisition [Line Items]
Cash			$ 200,000
Customer deposits and accrued expenses			535,000
Net tangible liabilities			(335,000)
Non-compete agreements			280,000
Brand name			1,930,000
Customer list			2,090,000
Goodwill			3,645,000
Total purchase price			7,945,000
Issuance of Convertible Preferred Stock			7,610,000
Net tangible liabilities			335,000
Total purchase price			$ 7,945,000
WebTegrity, LLC [Member]
Business Acquisition [Line Items]
Current assets		$ 78,000
Fixed assets		30,000
Liabilities		48,000
Net tangible assets		60,000
Brand name		130,000
Customer list		280,000
Goodwill		430,000
Total purchase price		900,000
Issuance of Convertible Preferred Stock		900,000
Total purchase price		$ 900,000
Parscale Media, LLC [Member]
Business Acquisition [Line Items]
Current assets
Brand name	100,000
Customer list	400,000
Goodwill	500,000
Total purchase price	$ 1,000,000

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Intangible Assets (Schedule Of Acquired Intangible Assets) (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross	$ 30,201	$ 870,201
Intangible assets, Accumulated Amortization	3,619	211,324
Intangible assets, Net	26,582	658,877
Customer List [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross		280,000
Intangible assets, Accumulated Amortization		208,394
Intangible assets, Net		71,606
Non-Compete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross
Intangible assets, Accumulated Amortization
Intangible assets, Net
Domain Name And Trademark [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross	30,201	30,201
Intangible assets, Accumulated Amortization	3,619	2,930
Intangible assets, Net	26,582	27,271
Brand Name [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross		130,000
Intangible assets, Accumulated Amortization
Intangible assets, Net		130,000
Goodwill [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross		430,000
Intangible assets, Accumulated Amortization
Intangible assets, Net		$ 430,000

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Intangible Assets (Schedule Of Amortization Of Finite Life Intangible Assets) (Details) - Intangible Assets [Member]	Dec. 31, 2020 USD ($)
For the years ended December 31:
2021	$ 690
2022	690
2023	690
Thereafter	4,311
Total	$ 6,381

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Notes Payable (Details) - USD ($)							12 Months Ended
	Aug. 28, 2019	Aug. 20, 2019	Jul. 23, 2019	Feb. 01, 2018	Jan. 30, 2018	Nov. 30, 2017	Dec. 31, 2020	Dec. 31, 2019
Total Due							$ 291,940	$ 321,265
Common Stock [Member] | Note Date November 30, 2017 [Member]
Note Date						Nov. 30, 2017
Principal						$ 30,000
Accrued Interest						3,197
Total Due						33,197
Gain on Exchange						$ 70
Series G Preferred Shares						331
Common Stock [Member] | Note Date January 30, 2018 [Member]
Note Date					Jan. 30, 2018
Principal					$ 72,000
Accrued Interest					7,072
Total Due					79,072
Gain on Exchange					$ 168
Series G Preferred Shares					789
Common Stock [Member] | Note Date February 1, 2018 [Member]
Note Date				Feb. 01, 2018
Principal				$ 85,000
Accrued Interest				8,314
Total Due				93,314
Gain on Exchange				$ 198
Series G Preferred Shares				931
Common Stock [Member] | Note Date July 23, 2019 [Member]
Note Date			Jul. 23, 2019
Principal			$ 25,000
Accrued Interest			610
Total Due			25,610
Gain on Exchange			$ 58
Series G Preferred Shares			256
Common Stock [Member] | Note Date August 20, 2019 [Member]
Note Date		Aug. 20, 2019
Principal		$ 10,000
Accrued Interest		205
Total Due		10,205
Gain on Exchange		$ 23
Series G Preferred Shares		102
Common Stock [Member] | Note Date August 28, 2019 [Member]
Note Date	Aug. 28, 2019
Principal	$ 18,500
Accrued Interest	360
Total Due	18,860
Gain on Exchange	$ 43
Series G Preferred Shares	188
Common Stock [Member] | Total [Member]
Principal							240,500
Accrued Interest							19,758
Total Due							260,258
Gain on Exchange							$ 560
Series G Preferred Shares							2,597

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Derivative Liabilities (Schedule Of Fair Value Of The Derivative Liability) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Additions due to new convertible notes	$ (131,018)	$ 56,923
Derivative Liabilities [Member]
Balance at December 31, 2019	342,850
Additions due to new convertible notes	127,273
Reduction due to conversions and adjustments	339,105
Mark-to-market adjustment	(131,018)
Balance at December 31, 2020		$ 342,850

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Stock Options And Warrants (Summary Of Fair Value Assumptions Of Options) (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value Assumptions Of Options - Black Scholes Model
Risk free interest rate	1.86%
Stock volatility factor	272.00%
Weighted average expected option life	5 years
Expected dividend yield	0%

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Stock Options And Warrants (Summary Of Stock Option Activity) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Options
Outstanding -beginning of year	150,275,799	151,475,799
Granted	300,000,000
Exercised
Forfeited	20,600,000	1,200,000
Outstanding - end of year	429,675,799	150,275,799
Exercisable at the end of the year	223,165,297	141,466,119
Weighted average exercise price
Outstanding -beginning of year	$ 0.016	$ 0.017
Granted	0.0018
Exercised
Forfeited	0.04	0.050
Outstanding - end of year	0.0051	0.016
Excercisable at the end of the year	0.0081	0.015
Weighted average fair value of options granted during the period	$ 568,300

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Stock Options And Warrants (Summary Of Weighted Average Remainining Contractual Life Of Options) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding	429,675,799	150,275,799	151,475,799
Exercise Price 0.0150 [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excerise prices	$ 0.0150
Number of options outstanding	35,000,000
Weighted Average remaining contractual life (years)	1 year 7 months 24 days
Exercise Price 0.0131 [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excerise prices	$ 0.0131
Number of options outstanding	60,000,000
Weighted Average remaining contractual life (years)	1 year 1 month 2 days
Exercise Price 0.0130 [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excerise prices	$ 0.0130
Number of options outstanding	15,000,000
Weighted Average remaining contractual life (years)	1 year 2 months 19 days
Exercise Price 0.0100 [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excerise prices	$ 0.0100
Number of options outstanding	6,675,799
Weighted Average remaining contractual life (years)	1 year 6 months 29 days
Exercise Price 0.0053 [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excerise prices	$ 0.0053
Number of options outstanding	12,500,000
Weighted Average remaining contractual life (years)	1 year 7 months 13 days
Exercise Price 0.0040 [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excerise prices	$ 0.0040
Number of options outstanding	500,000
Weighted Average remaining contractual life (years)	9 months 11 days
Exercise Price 0.0019 [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excerise prices	$ 0.0019
Number of options outstanding	283,000,000
Weighted Average remaining contractual life (years)	4 years 18 days
Exercise Price 0.0018 [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excerise prices	$ 0.0018
Number of options outstanding	17,000,000
Weighted Average remaining contractual life (years)	4 years 5 months 1 day

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Stock Options And Warrants (Summary Of Fair Value Of Warrants) (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value Assumptions Of Warrants - Black Scholes Model
Risk free interest rate	1.86%
Stock volatility factor	272.00%
Weighted average expected warrant life	5 years
Expected dividend yield	0%
Warrant [Member]
Fair Value Assumptions Of Warrants - Black Scholes Model
Risk free interest rate		1.86%
Stock volatility factor		272.00%
Weighted average expected warrant life	5 years	10 years
Expected dividend yield	0%	0%
Warrant [Member] | Minimum [Member]
Fair Value Assumptions Of Warrants - Black Scholes Model
Risk free interest rate	0.40%
Stock volatility factor	335.70%
Warrant [Member] | Maximum [Member]
Fair Value Assumptions Of Warrants - Black Scholes Model
Risk free interest rate	0.42%
Stock volatility factor	337.10%

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Stock Options And Warrants (Summary Of Company’s Warrant Activity) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Weighted Average Exercise Price
Weighted average fair value of warrants granted during the period	$ 568,300
Warrant [Member]
Warrants
Outstanding - beginning of period	10,000,000
Issued	10,912,852	10,000,000
Exercised
Forfeited
Outstanding - end of period	20,912,852	10,000,000
Exercisable at the end of period	20,912,852	10,000,000
Weighted Average Exercise Price
Outstanding - beginning of period	$ 0.007
Issued	0.007	0.007
Exercised
Forfeited
Outstanding - end of period	0.007	0.007
Exercisable at the end of period	0.007	0.007
Weighted average fair value of warrants granted during the period	$ 98,343	$ 67,000

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Stock Options And Warrants (Summary Of Weighted Average Remaining Contractual Life Of Warrants) (Details) - Note Warrant [Member]	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Exercise Price 0.0118 [Member]
Excerise prices | $ / shares	$ 0.0118
Number of warrants outstanding | shares	2,423,269
Weighted Average remaining contractual life (years)	4 years 9 months 22 days
Exercise Price 0.0072 [Member]
Excerise prices | $ / shares	$ 0.0072
Number of warrants outstanding | shares	989,583
Weighted Average remaining contractual life (years)	4 years 11 months 12 days
Exercise Price 0.0067 [Member]
Excerise prices | $ / shares	$ 0.0067
Number of warrants outstanding | shares	10,000,000
Weighted Average remaining contractual life (years)	8 years 7 months 13 days
Exercise Price 0.0050 [Member]
Excerise prices | $ / shares	$ 0.0050
Number of warrants outstanding | shares	6,000,000
Weighted Average remaining contractual life (years)	4 years 9 months 22 days
Exercise Price 0.0050 [Member]
Excerise prices | $ / shares	$ 0.0050
Number of warrants outstanding | shares	1,500,000
Weighted Average remaining contractual life (years)	4 years 11 months 12 days

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Commitments And Contingencies (Schedule Of Net Book Value Of Finance Lease) (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Assets
Leased equipment under finance lease,	$ 100,097	$ 100,097
less accumulated amortization	84,837	60,007
Net	15,260	40,090
Liabilities
Obligations under finance lease (current)		20,654
Total		$ 20,654

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Commitments And Contingencies (Schedule Of Reconciliation Of Leases) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flow (financing)	$ 20,654	$ 34,038
Interest expense	774,568	$ 1,013,176
ROU Operating Leases [Member
Leased asset balance	171,549
Liability balance	171,549
Cash flow (operating)
Cash flow (financing)
Interest expense	22,390
Finance Leases [Member
Leased asset balance	15,260
Liability balance
Cash flow (operating)
Cash flow (financing)
Interest expense

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Commitments And Contingencies (Schedule Of Future Minimum Lease Payments For Opearing And Finance Lease) (Details)	Dec. 31, 2020 USD ($)
ROU Operating Leases [Member
Years Ending December 31,
2021	$ 117,600
2022	68,600
2023
Thereafter
Total	186,200
Less imputed interest	14,651
Total liability	171,549
Finance Leases [Member
Years Ending December 31,
2021	15,260
2022
2023
Thereafter
Total	15,260
Less imputed interest
Total liability	$ 15,260

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Commitments And Contingencies (Schedule Of Other Information Related To Leases) (Details)	Dec. 31, 2020
Rent Payment [Member]
Operating lease weighted average remaining term	19 months
Operating lease weighted average discount rate	10.00%	[1]
Finance lease weighted average discount rate	10.00%	[1]

[1] This discount rate is consistent with our borrowing rates from various lenders.

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Supplemental Statement Of Cash Flows Information (Summary Of Supplemental Cash Flows) (2020) (Details) - Common Stock [Member] - USD ($)																						12 Months Ended
	Jun. 25, 2020	Jun. 23, 2020	Jun. 22, 2020	Jun. 18, 2020	Jun. 16, 2020	May 14, 2020	Apr. 27, 2020	Apr. 06, 2020	Mar. 11, 2020	Mar. 09, 2020	Mar. 06, 2020	Feb. 11, 2020	Feb. 06, 2020	Jan. 29, 2020	Jan. 21, 2020	Dec. 11, 2019	Dec. 06, 2019	Dec. 05, 2019	Dec. 04, 2019	Sep. 04, 2019	Aug. 05, 2019	Dec. 31, 2020	Dec. 31, 2019
Shares																						226,300,034	282,134,319
Note Date January 31, 2019 [Member]
Note Date															Jan. 31, 2019	Jan. 31, 2019	Jan. 31, 2019	Jan. 31, 2019	Jan. 31, 2019	Jan. 31, 2019	Jan. 31, 2019
Principal																$ 11,407	$ 10,456	$ 9,663	$ 6,359	$ 7,777	$ 7,838
Interest/Fees															$ 3,935	$ 1,915	$ 250	$ 250	$ 250	$ 250	$ 250
Shares															4,300,327	16,800,000	13,500,000	12,500,000	8,333,670	2,800,000	2,550,000
Note Date May 02, 2019 [Member]
Note Date							May 02, 2019					May 02, 2019	May 02, 2019	May 02, 2019
Principal							$ 8,478					$ 19,917	$ 10,291	$ 9,815
Interest/Fees							$ 5,100					$ 250	$ 250	$ 250
Shares							22,258,360					17,400,000	10,800,000	11,000,000
Note Date September 04, 2019 [Member]
Note Date								Sep. 04, 2019	Sep. 04, 2019	Sep. 04, 2019	Sep. 04, 2019
Principal								$ 5,000	$ 15,000	$ 18,000	$ 15,000
Interest/Fees								$ 2,650
Shares								7,806,122	12,500,000	12,857,143	10,000,000
Note Date July 16, 2019 [Member]
Note Date	Jul. 16, 2019		Jul. 16, 2019	Jul. 16, 2019	Jul. 16, 2019	Jul. 16, 2019
Principal	$ 1,300		$ 5,000	$ 9,800	$ 14,900	$ 12,000
Interest/Fees	$ 5,300		$ 1,000	$ 1,000	$ 1,000	$ 1,000
Shares	11,000,000		10,000,000	18,000,000	26,500,000	26,000,000
Note Date March 13, 2013 [Member]
Note Date		Mar. 25, 2013
Principal		$ 50,000
Interest/Fees		$ 36,260
Shares		21,565,068
Note Date April 20, 2018 [Member]
Note Date		Apr. 20, 2018
Principal		$ 38,894
Interest/Fees		$ 4,236
Shares		4,313,014
Total [Member]
Principal																						$ 233,395	$ 305,500
Interest/Fees																						$ 62,231	$ 15,765
Shares																						226,300,034	282,123,319

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Supplemental Statement Of Cash Flows Information (Summary Of Supplemental Cash Flows) (2019) (Details) - Common Stock [Member] - USD ($)																							12 Months Ended
	Jan. 21, 2020	Dec. 17, 2019	Dec. 16, 2019	Dec. 11, 2019	Dec. 09, 2019	Dec. 06, 2019	Dec. 06, 2019	Dec. 05, 2019	Dec. 04, 2019	Dec. 02, 2019	Nov. 27, 2019	Nov. 26, 2019	Nov. 20, 2019	Nov. 04, 2019	Oct. 28, 2019	Sep. 25, 2019	Sep. 13, 2019	Sep. 05, 2019	Sep. 04, 2019	Aug. 27, 2019	Aug. 05, 2019	Jul. 17, 2019	Dec. 31, 2020	Dec. 31, 2019
Shares																							226,300,034	282,134,319
Note Date January 16, 2019 [Member]
Note Date														Jan. 16, 2019	Jan. 16, 2019	Jan. 16, 2019	Jan. 16, 2019	Jan. 16, 2019	Jan. 16, 2019	Jan. 16, 2019		Jan. 16, 2019
Principal														$ 6,900	$ 11,300	$ 14,800	$ 16,000	$ 15,000	$ 15,000	$ 12,000		$ 12,000
Interest/Fees														$ 5,150
Shares														7,531,250	7,062,500	7,047,619	6,956,522	5,172,414	5,172,414	3,870,968		1,967,213
Note Date January 31, 2019 [Member]
Note Date	Jan. 31, 2019			Jan. 31, 2019			Jan. 31, 2019	Jan. 31, 2019	Jan. 31, 2019										Jan. 31, 2019		Jan. 31, 2019
Principal				$ 11,407			$ 10,456	$ 9,663	$ 6,359										$ 7,777		$ 7,838
Interest/Fees	$ 3,935			$ 1,915			$ 250	$ 250	$ 250										$ 250		$ 250
Shares	4,300,327			16,800,000			13,500,000	12,500,000	8,333,670										2,800,000		2,550,000
Note Date February 21, 2019 [Member]
Note Date								Feb. 21, 2019	Feb. 21, 2019	Feb. 21, 2019	Feb. 21, 2019	Feb. 21, 2019	Feb. 21, 2019
Principal								$ 3,600	$ 8,900	$ 8,900	$ 7,900	$ 7,900	$ 6,900
Interest/Fees								$ 2,650
Shares								7,352,941	10,470,588	10,470,588	9,294,118	9,294,118	4,928,571
Note Date February 21, 2019 [Member]
Note Date									Feb. 21, 2019
Principal									$ 8,900
Interest/Fees
Shares									10,470,588
Note Date April 24, 2019 [Member]
Note Date					Apr. 24, 2019	Apr. 24, 2019
Principal					$ 13,000	$ 9,800
Interest/Fees
Shares					15,294,118	11,529,412
Note Date April 24, 2019 [Member]
Note Date					Apr. 24, 2019	Apr. 24, 2019
Principal					$ 10,400	$ 9,800
Interest/Fees					$ 2,150
Shares					14,764,706	11,529,412
Note Date June 10, 2019 [Member]
Note Date		Jun. 10, 2019	Jun. 10, 2019
Principal		$ 15,000	$ 15,000
Interest/Fees
Shares		17,647,059	17,647,059
Note Date June 10, 2019 [Member]
Note Date		Jun. 10, 2019	Jun. 10, 2019
Principal		$ 8,000	$ 15,000
Interest/Fees		$ 2,650
Shares		12,529,412	17,647,059
Total [Member]
Principal																							$ 233,395	$ 305,500
Interest/Fees																							$ 62,231	$ 15,765
Shares																							226,300,034	282,123,319

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Income Taxes (Schedule Of Provision For Income Taxes) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Federal
Deferred tax asset	$ 3,427,761	$ 3,263,237
Valuation allowance	3,427,761	3,263,237
Total deferred tax provision

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Subsequent Events (Summary Of Lenders Converted Debt Into Common Stock) (Details) - Common Stock [Member] - shares									1 Months Ended	2 Months Ended	12 Months Ended
	Mar. 04, 2021	Feb. 22, 2021	Feb. 22, 2021	Feb. 18, 2021	Feb. 16, 2021	Feb. 03, 2021	Feb. 03, 2021	Jan. 15, 2021	Feb. 22, 2021	Mar. 04, 2021	Dec. 31, 2020	Dec. 31, 2019
Shares											226,300,034	282,134,319
Subsequent Event [Member]
Date of Issuance	Apr. 03, 2021	Feb. 22, 2021	Feb. 22, 2021	Feb. 18, 2021	Feb. 16, 2021	Mar. 02, 2021	Mar. 02, 2021	Jan. 15, 2021	Feb. 22, 2021
Type	Stock Options	Stock Options	Stock Sale	Stock Options	Preferred A Conv	Preferred A Conv	Preferred A Conv	Conversion	Debt Refinance
Shares	708,469	660,192	85,000,000	2,160,294	44,000,000	40,000,000	16,000,000	18,313,074	25,000,000	231,842,029

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Oranization And Line Of Business (Narrative) (Details)	Dec. 31, 2020 USD ($)
Oranization And Line Of Business Narrative
Working capital deficits	$ 4,784,106

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Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Summary Of Significant Accounting Policies Narrative
Allowance for accounts receivable	$ 742	$ 118,589
Bad debt	16,868	114,748
Cost in excess of billing	0	21,606
Research and development costs	0	0
Advertising costs	$ 119,332	$ 4,797

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Summary Of Significant Accounting Policies (Narrative) (Details1) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Loss on impairment of Goodwill and Intangible Assets	$ 560,000	$ 6,760,767
FDIC insured limit	$ 250,000
Federal tax rate for determination of deferred tax assets and liabilities	21.00%
Warrant [Member]
Antidilutive securities excluded from computation of earnings per share	20,912,852
Stock Options [Member]
Antidilutive securities excluded from computation of earnings per share	106,489,498	150,275,799
Series A Preferred Stock [Member]
Antidilutive securities excluded from computation of earnings per share	10,000	10,000
Series A Preferred Stock [Member] | Common Stock [Member]
Common shares issuable upon conversion of preferred shares	100,000,000	100,000,000
Series B Preferred Stock [Member]
Antidilutive securities excluded from computation of earnings per share	18,025	18,025
Series B Preferred Stock [Member] | Common Stock [Member]
Common shares issuable upon conversion of preferred shares	450,625,000	450,625,000
Series C Preferred Stock [Member]
Antidilutive securities excluded from computation of earnings per share	14,425	14,425
Series C Preferred Stock [Member] | Common Stock [Member]
Common shares issuable upon conversion of preferred shares	144,250,000	144,250,000
Series D Preferred Stock [Member]
Antidilutive securities excluded from computation of earnings per share	90,000	90,000
Series D Preferred Stock [Member] | Common Stock [Member]
Common shares issuable upon conversion of preferred shares	225,000,000	225,000,000
Series E Preferred Stock [Member]
Antidilutive securities excluded from computation of earnings per share	10,000	10,000
Series E Preferred Stock [Member] | Common Stock [Member]
Common shares issuable upon conversion of preferred shares	20,000,000	20,000,000
Series G Preferred Stock [Member]
Antidilutive securities excluded from computation of earnings per share	2,597
Series G Preferred Stock [Member] | Common Stock [Member]
Common shares issuable upon conversion of preferred shares	136,684,211
Convertible Notes [Member]
Antidilutive securities excluded from computation of earnings per share	18,388,400	66,144,941
Convertible note outstanding value excluded from computation of earnings per share	$ 183,884	$ 543,464
Parscale Media, LLC [Member]
Intangible assets and goodwill written off related to acquisition		744,444
Parscale Creative, Inc. [Member]
Intangible assets and goodwill written off related to acquisition		$ 6,016,323
WebTegrity [Member]
Loss on impairment of Goodwill and Intangible Assets	$ 560,000
Impaired intangible asset description	At the time of the impairment analysis, the remaining prior year balance of the Customer List ($71,606) had already been expensed throughout the year ended December 31, 2020.

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Revenue Recognition (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue Recognition Narrative
Revenue related to reimbursable costs	$ 5,155,079	$ 3,344,978

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Business Acquisitions (Narrative) (Details) - USD ($)				12 Months Ended
	Feb. 01, 2018	Nov. 15, 2017	Aug. 01, 2017	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Nov. 20, 2018
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Interest expense included in repayment				$ 774,568	$ 1,013,176
Mr.Brad Parscale, Director Of The Company [Member]
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Reduction of goodwill					(744,444)
Mr.Brad Parscale, Director Of The Company [Member] | Promissory Note Dated February 01, 2018 - The Parscale Media Note[Member]
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Debt instrument description	The Company agreed to pay Mr. Parscale $1,000,000 in twelve equal installments
Debt instrument interest rate	4.00%
Repayment of promissory note					350,600
Interest expense included in repayment					11,693	$ 12,859
Debt instrument carrying amount							$ 0
Parscale Creative, Inc. [Member]
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Business acquisition total purchase price			$ 7,945,000
Assumed net liabilities in business acquisition			$ 535,000
Parscale Digital, Inc. [Member]
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Contingent consideration description related to dividend payments			At a liquidation preference of one hundred dollars ($100) per share, plus dividend payments based on 5% of adjusted revenue of Parscale Digital. Adjusted revenue is defined as total revenue, minus digital marketing media buys. Based on the growth of Parscale Digital, the actual amount of the dividend payments is estimated to be in the range of $850,000 and $1,300,000, over 36 months, if we achieve 0.5% to 3% monthly adjusted revenue growth.
Business acquisition ownership percentage owned by Mr.Brad Parscale				100.00%
Assumed net liabilities in business acquisition				$ 535,000
Reduction of goodwill					$ 6,016,323
Parscale Digital, Inc. [Member] | Series D Convertible Preferred Stock [Member]
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Business acquisition, shares issued			90,000
Preferred stock liquidation price per share			$ 100
Parscale Digital, Inc. [Member] | Series D Preferred Stock [Member]
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Dividend payable				$ 237,753
WebTegrity, LLC [Member]
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Business acquisition total purchase price		$ 900,000
WebTegrity, LLC [Member] | Series E Convertible Preferred Stock [Member]
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Business acquisition, shares issued		10,000
Preferred stock liquidation price per share		$ 100
Parscale Media, LLC [Member] | Mr.Brad Parscale, Director Of The Company [Member]
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Agreed amount to pay under purchase agreement			$ 1,000,000

XML

Intangible Assets (Narrative) (Details) - USD ($)							1 Months Ended	12 Months Ended
	Feb. 01, 2018	Nov. 15, 2017	Aug. 01, 2017	Sep. 30, 2015	Sep. 22, 2015	Jun. 26, 2015	Aug. 01, 2017	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Finite lived intangible assets, gross								$ 30,201	$ 870,201
Amortization expenses for finite lived intangible assets								72,296	976,504
Loss on impairment of Goodwill and Intangible Assets								560,000	6,760,767
Trademark Rights - CLOUDCOMMERCE [Member]
Finite lived intangible asset purchase price					$ 10,000
Finite lived intangible asset renewal terms					The trademark expires in 2020 and may be renewed for an additional 10 years.
Finite lived intangible asset useful life				174 months
Amortization expenses for finite lived intangible assets								689	690
Finite lived intangible assets, net								6,381
Non-Compete Agreements Signed With Mr.Brad Parscale [Member] | Parscale Creative, Inc. [Member]
Finite lived intangible assets, gross			$ 280,000				$ 280,000
Finite lived intangible asset renewal terms			Amortized over a period of 36 months.
Amortization expenses for finite lived intangible assets								93,333		$ 93,333
Finite lived intangible assets, net								0	54,444
Agreement period			3 years
Customer List [Member] | Parscale Creative, Inc. [Member]
Finite lived intangible assets, gross			$ 2,090,000				$ 2,090,000
Finite lived intangible asset useful life							3 years
Finite lived intangible assets, net									0
Loss on impairment of Goodwill and Intangible Assets									386,879
Customer List [Member] | WebTegrity, LLC [Member]
Finite lived intangible assets, gross		$ 280,000
Finite lived intangible asset useful life		3 years
Finite lived intangible assets, net								0
Loss on impairment of Goodwill and Intangible Assets									7,161
Customer List [Member] | Parscale Media, LLC [Member]
Finite lived intangible assets, gross	$ 400,000
Finite lived intangible asset useful life	3 years
Finite lived intangible assets, net									0
Loss on impairment of Goodwill and Intangible Assets									144,445
Goodwill [Member]
Finite lived intangible assets, gross									430,000
Other Assets [Member] | Trademark Rights - CLOUDCOMMERCE [Member]
Finite lived intangible assets, gross					$ 10,000
Other Assets [Member] | Goodwill [Member] | Parscale Creative, Inc. [Member]
Finite lived intangible assets, gross			$ 3,645,000				$ 3,645,000
Loss on impairment of Goodwill and Intangible Assets									3,645,000
Other Assets [Member] | Goodwill [Member] | WebTegrity, LLC [Member]
Finite lived intangible assets, gross		$ 430,000
Finite lived intangible assets, net								0
Loss on impairment of Goodwill and Intangible Assets								430,000
Other Assets [Member] | Goodwill [Member] | Parscale Media, LLC [Member]
Finite lived intangible assets, gross	$ 500,000
Loss on impairment of Goodwill and Intangible Assets									500,000
Domain Name - CLOUDCOMMERCE.COM [Member]
Indefinite intangible asset purchase price						$ 20,000
Indefinite lived intangible assets transaction cost						202
Domain Name - CLOUDCOMMERCE.COM [Member] | Other Assets [Member]
Indefinite intangible asset value						$ 20,202
Brand Name [Member] | Other Assets [Member] | WebTegrity, LLC [Member]
Indefinite intangible asset value		$ 130,000
Loss on impairment of Goodwill and Intangible Assets								$ 130,000
Brand Name [Member] | Other Assets [Member] | Parscale Media, LLC [Member]
Finite lived intangible assets, net									0
Loss on impairment of Goodwill and Intangible Assets									$ 1,930,000

XML

Credit Facilities (Narrative) (Details) - USD ($)							12 Months Ended
	Aug. 02, 2018	Apr. 12, 2018	Nov. 30, 2017	Oct. 19, 2017	Mar. 23, 2017	Nov. 30, 2016	Dec. 31, 2020	Dec. 31, 2019
Line of Credit Facility [Line Items]
Interest expense							$ 774,568	$ 1,013,176
Line of credit							379,797	476,962
CLWD Operations [Member] | Secured Borrowing With Third Party [Member]
Line of Credit Facility [Line Items]
Line of credit facility description			On November 30, 2017, the agreement auto renewed for another twelve months.		The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000.	On November 30, 2016, CLWD Operations entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility in amounts up to a total of $400,000.
Line of credit facility maximum borrowing capacity					$ 500,000	$ 400,000
Line of credit facility borrowing capacity description						The proceeds from the facility are determined by the amounts we invoice our customers.
Line of credit facility restriction terms						During the term of this facility, the third-party lender has a first priority security interest in CLWD Operations, and therefore, we will need to obtain such third-party lender’s written consent to obligate CLWD Operations further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for CLWD Operations to secure additional secured borrowing facilities.
Line of credit facility interest description						The cost of this secured borrowing facility is 0.05% of the daily balance.
Interest expense							34,921	650
Line of credit							379,797	5,228
Parscale Digital [Member] | Secured Borrowing With Third Party [Member]
Line of Credit Facility [Line Items]
Line of credit facility description		The agreement was amended on April 12, 2018, which increased the allowable borrowing amount by $250,000, to a maximum of $750,000.		On October 19, 2017, Parscale Digital entered into a 12-month agreement with a third party to pledge the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $500,000.
Line of credit facility maximum borrowing capacity		$ 750,000		$ 500,000
Line of credit facility borrowing capacity description				The proceeds from the facility are determined by the amounts we invoice our customers.
Line of credit facility restriction terms				During the term of this facility, the third-party lender has a first priority security interest in Parscale Digital, and will therefore, we will require such third-party lender’s written consent to obligate it further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for Parscale Digital to secure additional secured borrowing facilities.
Line of credit facility interest description				The cost of this secured borrowing facility is 0.05% of the daily balance.
Interest expense							45,605	85,291
Line of credit							0	258,646
Line of credit expired terms				This borrowing facility expired on October 19, 2020 and was not renewed
Giles Design Bureau, WebTegrity And Data Propria [Member] | Secured Borrowing With Third Party [Member]
Line of Credit Facility [Line Items]
Line of credit facility description	On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into 12-month agreements with a third party to pledge the rights to amounts due from our customers, in exchange for borrowing facilities in amounts up to a total of $150,000, $150,000 and $600,000, respectively.
Line of credit facility borrowing capacity description	The proceeds from the facility are determined by the amounts we invoice our customers.
Line of credit facility restriction terms	During the term of these facilities, the third-party lender has a first priority security interest in the respective entities, and will therefore, we will require such third-party lender’s written consent to obligate the entities further or pledge their assets against additional borrowing facilities.
Line of credit facility interest description	The cost of these secured borrowing facilities is 0.056%, 0.056% and 0.049%, respectively, of the daily balance.
Interest expense							73,054	119,809
Line of credit							$ 0	$ 213,088
Line of credit expired terms	These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed.
Giles Design Bureau [Member] | Secured Borrowing With Third Party [Member]
Line of Credit Facility [Line Items]
Line of credit facility maximum borrowing capacity	$ 150,000
WebTegrity [Member] | Secured Borrowing With Third Party [Member]
Line of Credit Facility [Line Items]
Line of credit facility maximum borrowing capacity	150,000
Data Propria [Member] | Secured Borrowing With Third Party [Member]
Line of Credit Facility [Line Items]
Line of credit facility maximum borrowing capacity	$ 600,000

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Convertible Notes Payable (Narrative) (Details) - USD ($)													1 Months Ended	2 Months Ended	12 Months Ended
	Jun. 23, 2020	Feb. 21, 2019	Jan. 31, 2019	Jan. 16, 2019	Apr. 20, 2018	Apr. 17, 2018	Oct. 14, 2014	May 23, 2014	May 16, 2013	May 01, 2013	Apr. 16, 2013	Mar. 25, 2013	Jun. 23, 2020	May 16, 2013	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Proceeds from issuance of notes payable															$ 1,530,680	$ 541,000
Amortization of debt discount															270,607	60,274
Fiscal Year 2019 Note [Member]
Debt Instrument [Line Items]
Debt discount recorded															0
Accrued interest included in carrying value of debt															0
Amortization of debt discount															211,222
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note [Member] | A Related Party [Member]
Debt Instrument [Line Items]
Debt instrument face amount												$ 100,000
Proceeds from issuance of notes payable									$ 15,000	$ 15,000	$ 20,000	$ 50,000		$ 100,000
Debt instrument conversion price												$ 0.004
Debt instrument interest rate												10.00%
Debt instrument maturity date												Mar. 25, 2018
Debt instrument carrying amount															0
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note [Member] | A Related Party [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Debt conversion original debt amount						$ 16,000	$ 17,000	$ 17,000					$ 50,000
Accrued interest portion of debt converted						$ 8,106	$ 2,645	$ 1,975					$ 36,260
Debt conversion converted instrument, shares						6,026,301	4,911,370	4,743,699					21,565,068
Convertible Promissory Note Dated April 20, 2018 - The April 2018 Note [Member] | A Related Party [Member]
Debt Instrument [Line Items]
Debt discount recorded					$ 200,000
Accrued interest included in carrying value of debt															22,778
Debt instrument face amount					200,000
Proceeds from issuance of notes payable					$ 200,000
Debt instrument conversion price					$ 0.01
Debt instrument interest rate					5.00%
Debt instrument maturity date					Apr. 20, 2021
Debt conversion original debt amount	$ 38,894
Accrued interest portion of debt converted	$ 4,236
Debt conversion converted instrument, shares	4,313,014
Debt instrument carrying amount															183,884
Convertible Promissory Note Dated January 16, 2019 - The January 16, 2019 Note [Member]
Debt Instrument [Line Items]
Accrued interest included in carrying value of debt																$ 5,150
Debt instrument face amount				$ 103,000
Proceeds from issuance of notes payable				$ 100,000
Debt instrument interest rate				10.00%
Debt instrument maturity date				Jan. 16, 2020
Debt conversion converted instrument, shares																44,780,900
Debt instrument conversion description				Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion.
Debt instrument carrying amount																$ 103,000
Debt legal and administrative cost				$ 3,000
Convertible Promissory Note Dated January 31, 2019 - The January 31, 2019 Note [Member]
Debt Instrument [Line Items]
Accrued interest included in carrying value of debt															$ 3,935	$ 3,165
Debt instrument face amount			$ 53,500
Proceeds from issuance of notes payable			$ 50,000
Debt instrument interest rate			10.00%
Debt instrument maturity date			Jan. 31, 2020
Debt conversion converted instrument, shares															4,300,327	56,483,670
Debt instrument conversion description			Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading prices during the 15 trading days prior to conversion.
Debt instrument carrying amount																$ 53,500
Debt legal and administrative cost			$ 3,500
Convertible Promissory Note Dated February 21, 2019 - The February 21, 2019 Note [Member]
Debt Instrument [Line Items]
Accrued interest included in carrying value of debt																$ 2,650
Debt instrument face amount		$ 53,000
Proceeds from issuance of notes payable		$ 50,000
Debt instrument interest rate		10.00%
Debt instrument maturity date		Feb. 21, 2020
Debt conversion converted instrument, shares																62,281,512
Debt instrument conversion description		Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion.
Debt instrument carrying amount																$ 53,000
Debt legal and administrative cost		$ 3,000

XML

Convertible Notes Payable (Narrative) (Details1) - USD ($)										12 Months Ended
	Jun. 03, 2020	Jun. 01, 2020	Dec. 05, 2019	Dec. 02, 2019	Sep. 04, 2019	Jul. 16, 2019	Jun. 10, 2019	May 02, 2019	Apr. 24, 2019	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Proceeds from issuance of notes payable										$ 1,530,680	$ 541,000
Amortization of debt discount										270,607	60,274
Convertible Promissory Note Dated April 24, 2019 - The April 24, 2019 Note [Member]
Debt Instrument [Line Items]
Accrued interest included in carrying value of debt											$ 2,150
Debt instrument face amount									$ 43,000
Proceeds from issuance of notes payable									$ 43,000
Debt instrument interest rate									10.00%
Debt instrument maturity date									Apr. 24, 2020
Debt conversion converted instrument, shares											53,117,648
Debt instrument conversion description									Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion.
Debt instrument carrying amount											$ 43,000
Debt legal and administrative cost									$ 3,000
Convertible Promissory Note Dated May 02, 2019 - The May 02, 2019 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount								$ 48,500
Proceeds from issuance of notes payable								$ 45,000
Debt instrument interest rate								10.00%
Debt instrument maturity date								May 02, 2020
Debt conversion original debt amount										$ 13,578
Debt conversion converted instrument, shares										39,200,000
Debt conversion and interest converted instrument, shares										22,258,360
Debt instrument conversion description								Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion.
Debt instrument carrying amount										$ 40,772
Debt legal and administrative cost								$ 3,500
Convertible Promissory Note Dated June 10, 2019 - The June 10, 2019 Note [Member]
Debt Instrument [Line Items]
Accrued interest included in carrying value of debt											$ 2,650
Debt instrument face amount							$ 53,000
Proceeds from issuance of notes payable							$ 50,000
Debt instrument interest rate							10.00%
Debt instrument maturity date							Jun. 10, 2020
Debt conversion converted instrument, shares											65,470,589
Debt instrument conversion description							Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion.
Debt instrument carrying amount											$ 53,000
Debt legal and administrative cost							$ 3,000
Convertible Promissory Note Dated July 16, 2019 - The June 16, 2019 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount						$ 43,000
Proceeds from issuance of notes payable						$ 40,000
Debt instrument interest rate						10.00%
Debt instrument maturity date						Jul. 10, 2020
Debt conversion original debt amount										$ 52,300
Debt conversion converted instrument, shares										91,500,000
Debt instrument conversion description						Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 15 trading days prior to conversion.
Convertible Promissory Note Dated September 4, 2019 - The September 4, 2019 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount					$ 53,000
Proceeds from issuance of notes payable					$ 50,000
Debt instrument interest rate					10.00%
Debt instrument maturity date					Sep. 04, 2020
Debt conversion original debt amount										$ 7,650
Debt conversion converted instrument, shares										35,357,143
Debt conversion and interest converted instrument, shares										7,806,122
Debt instrument conversion description					Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion.
Debt instrument carrying amount										$ 48,000
Debt legal and administrative cost					$ 3,000
Convertible Promissory Note Dated December 2, 2019 - The December 2, 2019 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount				$ 38,000
Proceeds from issuance of notes payable				$ 35,000
Debt instrument interest rate				10.00%
Debt instrument maturity date				Dec. 02, 2020
Accrued interest portion of debt converted										16,528
Debt instrument conversion description				Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion.
Debt legal and administrative cost				$ 3,000
Repayment of debt instrument		$ 55,824
Convertible Promissory Note Dated December 5, 2019 - The December 5, 2019 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 53,000
Proceeds from issuance of notes payable			$ 50,000
Debt instrument interest rate			10.00%
Debt instrument maturity date			Dec. 05, 2020
Accrued interest portion of debt converted										$ 22,988
Debt instrument conversion description			Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion.
Debt legal and administrative cost			$ 3,000
Repayment of debt instrument	$ 77,859

XML

Notes Payable (Narrative) (Details) - USD ($)					12 Months Ended
	Sep. 28, 2017	Aug. 28, 2017	Aug. 15, 2017	Aug. 03, 2017	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Proceeds from issuance of notes payable					$ 1,530,680	$ 541,000
Convertible Promissory Note Dated August 03, 2017 - The August 3, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member]
Debt Instrument [Line Items]
Debt instrument face amount				$ 25,000
Proceeds from issuance of notes payable				$ 25,000
Debt instrument interest rate				5.00%
Debt instrument description				Payable upon demand, but in no event later than 36 months from the effective date
Debt instrument carrying amount inclusive of accrued interest					29,267
Accrued interest					4,267
Convertible Promissory Note Dated August 15, 2017 - The August 15, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 34,000
Proceeds from issuance of notes payable			$ 34,000
Debt instrument interest rate			5.00%
Debt instrument description			Payable upon demand, but in no event later than 36 months from the effective date
Debt instrument carrying amount inclusive of accrued interest					39,747
Accrued interest					5,747
Convertible Promissory Note Dated August 28, 2017 - The August 28, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member]
Debt Instrument [Line Items]
Debt instrument face amount		$ 92,000
Proceeds from issuance of notes payable		$ 92,000
Debt instrument interest rate		5.00%
Debt instrument description		Payable upon demand, but in no event later than 36 months from the effective date
Debt instrument carrying amount inclusive of accrued interest					107,388
Accrued interest					15,388
Convertible Promissory Note Dated September 28, 2017 - The September 28, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member]
Debt Instrument [Line Items]
Debt instrument face amount	$ 63,600
Proceeds from issuance of notes payable	$ 63,600
Debt instrument interest rate	5.00%
Debt instrument description	Payable upon demand, but in no event later than 36 months from the effective date or September 28, 2020
Debt instrument carrying amount inclusive of accrued interest					73,968
Accrued interest					$ 10,368

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Notes Payable (Narrative) (Details1) - USD ($)												12 Months Ended
	Dec. 10, 2020	Oct. 21, 2020	May 05, 2020	Apr. 03, 2019	Jun. 29, 2018	Jan. 03, 2018	Dec. 19, 2017	Nov. 27, 2017	Nov. 15, 2017	Oct. 27, 2017	Oct. 11, 2017	Dec. 31, 2020	Dec. 31, 2019	Feb. 28, 2019
Debt Instrument [Line Items]
Proceeds from issuance of notes payable												$ 1,530,680	$ 541,000
Interest expense included in repayment												774,568	1,013,176
Depreciation and amortization												113,287	1,019,472
Debt discount												270,607	60,274
Notes payable												565,008	$ 506,919
Convertible Promissory Note Dated June 29, 2018 - The June 2018 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount					$ 750,000
Proceeds from issuance of notes payable					$ 735,000
Debt instrument interest rate					18.00%
Origination fee retained by lender					$ 15,000
Refinanced Convertible Promissory Note Dated February 28, 2019 - The February 28, 2019 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount														$ 1,000,000
Proceeds from issuance of notes payable				$ 250,000
Debt instrument interest rate				18.00%
Debt instrument description				Amortized over 12 months.
Debt instrument carrying amount inclusive of accrued interest												0		349,557
Origination fee retained by lender														25,443
Repayment of notes payable												506,919
Interest expense included in repayment												64,326
Debt instrument carrying value with origination fees														$ 375,000
Convertible Promissory Note Dated May 05, 2019 - The May 2020 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 780,680
Gain on notes payable												780,680
Debt instrument interest rate			1.00%
Debt instrument description			The PPP Program loans allow a deferment period of 6 months, which would require payments to be made starting November 5, 2020. On November 13, 2020, the May 2020 Note was forgiven in full.
Debt instrument carrying amount inclusive of accrued interest												0
Convertible Promissory Note Dated October 21, 2020 - The October 2020 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount		$ 600,000
Proceeds from issuance of notes payable		$ 548,250
Debt instrument interest rate		12.00%
Debt instrument description		The Company issued 32,232,333 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $299,761 against the balance, amortized over the term of the note.
Debt instrument carrying amount inclusive of accrued interest		$ 672,000
Accrued interest		72,000
Interest expense included in repayment		72,000
Depreciation and amortization		57,488
Debt discount		242,273
Notes payable		$ 429,727
Convertible Promissory Note Dated December 10, 2020 - The December 2020 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount	$ 150,000
Proceeds from issuance of notes payable	$ 130,875
Debt instrument interest rate	12.00%
Debt instrument description	The Company issued 5,769,230 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $34,615 against the balance, amortized over the term of the note.
Debt instrument carrying amount inclusive of accrued interest	$ 168,000
Accrued interest	18,000
Interest expense included in repayment	18,000
Depreciation and amortization	1,897
Debt discount	32,718
Notes payable	$ 135,282
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated October 11, 2017 - The October 11, 2017 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount											$ 103,500
Proceeds from issuance of notes payable											$ 103,500
Debt instrument interest rate											5.00%
Debt instrument description											Payable upon demand, but in no event later than 36 months from the effective date.
Debt instrument carrying amount inclusive of accrued interest												120,188
Accrued interest												16,688
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated October 27, 2017 - The October 27, 2017 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount										$ 106,000
Proceeds from issuance of notes payable										$ 106,000
Debt instrument interest rate										5.00%
Debt instrument description										Payable upon demand, but in no event later than 36 months from the effective date.
Debt instrument carrying amount inclusive of accrued interest												122,858
Accrued interest												16,858
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated November 15, 2017 - The November 15, 2017 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount									$ 62,000
Proceeds from issuance of notes payable									$ 62,000
Debt instrument interest rate									5.00%
Debt instrument description									Payable upon demand, but in no event later than 36 months from the effective date.
Debt instrument carrying amount inclusive of accrued interest												71,699
Accrued interest												9,699
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated November 27, 2017 - The November 27, 2017 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount								$ 106,000
Proceeds from issuance of notes payable								$ 106,000
Debt instrument interest rate								5.00%
Debt instrument description								Payable upon demand, but in no event later than 36 months from the effective date.
Debt instrument carrying amount inclusive of accrued interest												122,408
Accrued interest												16,408
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated December 19, 2017 - The December 19, 2017 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount							$ 42,000
Proceeds from issuance of notes payable							$ 42,000
Debt instrument interest rate							5.00%
Debt instrument description							Payable upon demand, but in no event later than 36 months from the effective date.
Debt instrument carrying amount inclusive of accrued interest												48,375
Accrued interest												6,375
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated January 03, 2018 - The January 3, 2018 Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount						$ 49,000
Proceeds from issuance of notes payable						$ 49,000
Debt instrument interest rate						5.00%
Debt instrument description						Payable upon demand, but in no event later than 36 months from the effective date.
Debt instrument carrying amount inclusive of accrued interest												56,337
Accrued interest												$ 7,337

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Derivative Liabilities (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Debt discount	$ 270,607	$ 60,274
Derivative Liabilities [Member]
Loss on derivative liabilities	0	0
Interest expenses	37,387	31,168
Debt discount	270,067	387,124
Accrued interest related to convertible notes	$ 0	$ 57,964

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Capital Stock (Narrative) (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Payment of dividends		$ 23,452	$ 24,142
Series A Preferred Stock [Member]
Preferred stock conversion terms		Each share of Series A Preferred stock is convertible into 10,000 shares of the Company's common stock.
Preferred stock dividend terms		The holders of outstanding shares of Series A Preferred Stock are entitled to receive dividends, payable quarterly, out of any assets of the Corporation legally available therefor, at the rate of $8 per share annually, payable in preference and priority to any payment of any dividend on the common stock. As of December 31, 2020, the Company has 10,000 shares of Series A Preferred Stock outstanding.
Payment of dividends		$ 20,000	20,000
Dividend payable		$ 140,000
Series B Preferred Stock [Member]
Preferred stock conversion terms		The Series B Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.004 per share.
Preferred stock stated or face value per share		$ 100
Preferred stock voting rights		Series B Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company
Series C Preferred Stock [Member]
Preferred stock conversion terms		The Series C Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.01 per share
Preferred stock stated or face value per share		$ 100
Preferred stock voting rights		Series C Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company.
Series D Preferred Stock [Member]
Preferred stock conversion terms		Each share of Series D Preferred Stock shall have a stated value of $100. The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common stock per share of preferred stock, and pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue) of the Company’s subsidiary Parscale Digital.
Preferred stock stated or face value per share		$ 100
Preferred stock voting rights		Series D Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company.
Payment of dividends		$ 0	$ 0
Dividend payable		$ 237,753
Series E Preferred Stock [Member]
Preferred stock conversion terms	The Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.05 per share.
Preferred stock stated or face value per share	$ 100
Preferred stock voting rights	Series E Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company.
Series F Preferred Stock [Member]
Preferred stock conversion terms		The Series F Preferred Stock is not convertible into common stock.
Preferred stock dividend terms		The holders of outstanding shares of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the Company’s common stock.
Preferred stock stated or face value per share		$ 25
Preferred stock voting rights		The Series F Preferred Stock does have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation.
Dividend payable		$ 615
Series G Preferred Stock [Member]
Preferred stock conversion terms		The Series G Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.0019 per share.
Preferred stock stated or face value per share		$ 100
Preferred stock voting rights		The Series G Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series G Preferred Stock.

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Stock Options And Warrants (Narrative) (Details) - USD ($)						6 Months Ended	12 Months Ended
	Jun. 02, 2020	Jan. 17, 2020	Sep. 30, 2018	Sep. 18, 2017	Aug. 01, 2017	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jan. 03, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercise price							$ 0.0081	$ 0.015
Stock options exercised
Non-Qualified Stock Options [Member] | Key Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock shares could be issued under stock option plan					10,000,000				20,000,000
Options exercise price					$ 0.01				$ 0.04
Vesting period					36 months
Expiration date					Aug. 01, 2022
Stock options exercised			3,324,201
Non-Qualified Stock Options [Member] | Key Employee [Member] | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued for stock option exercise, shares			1,233,509
Non-Qualified Stock Options [Member] | Three Key Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock shares could be issued under stock option plan				1,800,000
Options exercise price				$ 0.05
Vesting period				36 months
Expiration date				Sep. 18, 2022
Stock options exercised								1,200,000
Shares issued for stock option exercise, shares						600,000
Non-Qualified Stock Options [Member] | Ten Key Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock shares could be issued under stock option plan		283,000,000
Options exercise price		$ 0.0019
Vesting period		36 months
Expiration date		Jan. 17, 2025
Non-Qualified Stock Options [Member] | Parscale Strategy, LLC - A Largest Customer Of Parscale Digital Owned By Mr.Brad Parscale, Director Of The Company [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock shares could be issued under stock option plan	17,000,000
Options exercise price	$ 0.0018
Vesting period	36 months
Expiration date	Jun. 02, 2025
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value of the stock options							$ 1,366,650	$ 0
Warrant [Member] | Consulting Agreement Related - Reg A+ offering [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Guranteed purchase of warrant							10,912,852
Warrants exercise price								$ 0.0067
Warrants outstanding							20,912,852	10,000,000
Warrant [Member] | Consulting Agreement Related - Reg A+ offering [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants exercise price							$ 0.005
Warrant [Member] | Consulting Agreement Related - Reg A+ offering [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants exercise price							$ 0.0118

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Related Parties (Narrative) (Details) - USD ($)																											1 Months Ended		12 Months Ended
	Jan. 17, 2020	Aug. 28, 2019	Aug. 20, 2019	Jul. 23, 2019	Feb. 02, 2018	Jan. 30, 2018	Jan. 03, 2018	Dec. 19, 2017	Nov. 30, 2017	Nov. 27, 2017	Nov. 15, 2017	Oct. 27, 2017	Oct. 11, 2017	Sep. 28, 2017	Aug. 28, 2017	Aug. 16, 2017	Aug. 03, 2017	Jul. 31, 2017	Jul. 30, 2017	Jul. 14, 2017	Jul. 10, 2017	Jun. 29, 2017	Jun. 14, 2017	May 30, 2017	May 16, 2017	Jan. 12, 2016	Oct. 31, 2016	Apr. 30, 2016	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Proceeds from related party loans																														$ 53,500
Debt conversion converted instrument amount																													291,940	321,265
Notes payable, related party																													792,235	1,018,524
Revenue from providing services to Parscale strategy																													3,640	267,575
Accounts receivable from related parties																														2,876
Accounts payable - Parscale strategy																													10,517	41,738
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Unsecured Promissory Notes - The Bountiful Notes [Member]
Related Party Transaction [Line Items]
Proceeds from related party loans		$ 18,500	$ 10,000	$ 25,000	$ 85,000	$ 72,000	$ 49,000	$ 42,000	$ 30,000	$ 106,000	$ 62,000	$ 106,000	$ 103,500	$ 63,600	$ 92,000	$ 34,000	$ 25,000		$ 53,500	$ 50,500	$ 105,000	$ 23,500	$ 26,000	$ 46,000	$ 38,000	$ 100,000	$ 500,000	$ 500,000
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Unsecured Promissory Notes - The Bountiful Notes [Member] | Series C Preferred Stock [Member]
Related Party Transaction [Line Items]
Debt conversion converted instrument amount																		$ 1,442,500
Accrued interest portion of debt converted																		$ 43,414
Debt converted in shares, shares																		14,425
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Unsecured Promissory Notes - The Bountiful Notes [Member] | Series G Preferred Stock [Member]
Related Party Transaction [Line Items]
Debt conversion converted instrument amount	$ 240,500
Accrued interest portion of debt converted	$ 19,758
Debt converted in shares, shares	2,597
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Promissory Notes [Member]
Related Party Transaction [Line Items]
Notes payable, related party																													792,235	1,018,524
Parscale Strategy, LLC - A Largest Customer Of Parscale Digital Owned By Mr.Brad Parscale, Director Of The Company [Member]
Related Party Transaction [Line Items]
Revenue from providing services to Parscale strategy																													3,640	194,492
Accounts receivable from related parties																													0	$ 5,417
Relative Of A Shareholder [Member] | Fiscal Year 2019 Note [Member]
Related Party Transaction [Line Items]
Debt instrument face amount																													$ 183,884
Debt instrument interest rate																													5.00%

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Concentrations (Narrative) (Details) - Number	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Total Revenue [Member] | Two Major Customers [Member]
Concentration Risk [Line Items]
Customer concentration percentage	34.00%	22.00%
Number of customer	3	3
Total Revenue [Member] | One Major Customer [Member]
Concentration Risk [Line Items]
Customer concentration percentage	34.00%	22.00%
Number of customer	1	1
Accounts Receivable [Member] | Two Customers [Member]
Concentration Risk [Line Items]
Customer concentration percentage	32.00%	35.00%
Number of customer	2	2
Accounts Receivable [Member] | Two And Two Customers [Member]
Concentration Risk [Line Items]
Customer concentration percentage	32.00%	35.00%
Number of customer	2	2

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Commitments and Contingencies (Narrative) (Details) - USD ($)			12 Months Ended
	Aug. 01, 2017	May 21, 2014	Dec. 31, 2020	Dec. 31, 2019
Other Commitments [Line Items]
Operating lease, right of use assets			$ 171,549	$ 266,758
Operating lease, right of use liability			171,548	266,758
Total operating lease expenses			155,119	190,860
Lease Agreements With Giles-Parscale, Inc., Commenced On August 01, 2017 [Member] | Bureau, Inc., - Wholly Owned By Jill Giles, An Employee Of The Company [Member] | Parscale Digital [Member]
Other Commitments [Line Items]
Operating lease terms	On August 1, 2017, Parscale Digital signed a lease agreement with Bureau, Inc., a related party, which commenced on August 1, 2017, for approximately 8,290 square feet, at 321 Sixth Street, San Antonio, TX 78215, for $9,800 per month, plus a pro rata share of the common building expenses. The lease expires on July 31, 2022
Operating lease, right of use assets			171,549
Operating lease, right of use liability			171,549
Monthly rent	$ 9,800
Lease expiration date	Jul. 31, 2022
Settlement With A Prior Landlord [Member]
Other Commitments [Line Items]
Total amount due in settlement with landlord		$ 227,052
Committed amount in settlement with landlord		40,250
Monthly payment of committed amount in settlement		$ 350
Description of settlement terms with landlord		Upon payment of $40,250, the Company will record a gain on extinguishment of debt of $186,802.
Outstanding amount owed with related to settlement agreement			$ 12,600	16,800
Capital Lease Agreement For Use Of Office Equipment And Furniture [Member] | Parscale Strategy, LLC - A Largest Customer Of Parscale Digital Owned By Mr.Brad Parscale, Director Of The Company [Member] | Parscale Digital [Member]
Other Commitments [Line Items]
Capital lease terms	On August 1, 2017, Parscale Digital signed a lease agreement with Parscale Strategy, a related party, for the use of office equipment and furniture. The lease provides for a term of thirty-six (36) months, at a monthly payment of $3,000, and an option to purchase all items at the end of the lease for one dollar. It is certain that the Company will exercise this purchase option. We have evaluated this lease in accordance with ASC 840-30 and determined that it meets the definition of a finance lease.
Lease period	36 months
Monthly capital lease payment	$ 3,000
Supplemental Non Cash Financing Activities [Member] | ROU Operating Leases [Member
Other Commitments [Line Items]
Operating lease terms			Our leases have remaining lease terms of 1 year to 3 years, some of which include options to extend the lease term for up to an undetermined number of years.
Operating lease, right of use assets				266,758
Operating lease, right of use liability				$ 266,758

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Supplemental Statement Of Cash Flows Information (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Other Significant Noncash Transactions [Line Items]
Right-use-of-assets	$ 171,549	$ 266,758
Right-of-use liability	171,548	266,758
Supplemental Non Cash Financing Activities [Member]
Other Significant Noncash Transactions [Line Items]
Reduction to derivative liability		287,668
Discount on convertible notes and derivative liability	127,273	467,019
Supplemental Non Cash Financing Activities [Member] | ROU Operating Leases [Member
Other Significant Noncash Transactions [Line Items]
Increase in ROU assets	95,209	398,506
Increase in operating lease liability	95,209	398,506
Right-use-of-assets		266,758
Right-of-use liability		$ 266,758
Supplemental Non Cash Financing Activities [Member] | Convertible Promissory Note [Member] | Common Stock [Member]
Other Significant Noncash Transactions [Line Items]
Debt conversion original debt amount	$ 291,940
Debt conversion converted instrument, shares	226,300,034
Reduction to derivative liability	$ 339,105

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Income Taxes (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Taxes Narrative
Effective income tax rate	21.00%	21.00%
Net operating loss carryforward	$ 16,322,673
Operating loss carryforward limitations on use	The Company has no uncertain tax positions

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Subsequent Events (Narrative) (Details) - USD ($)								1 Months Ended	12 Months Ended
	Mar. 05, 2021	Feb. 19, 2021	Feb. 04, 2021	Jan. 28, 2021	Jan. 22, 2021	Jan. 15, 2021	Jan. 05, 2021	Mar. 18, 2021	Dec. 31, 2020	Dec. 31, 2019	Feb. 18, 2021
Subsequent Event [Line Items]
Options exercise price									$ 0.0081	$ 0.015
Proceeds from related party loans										$ 53,500
Proceeds from issuance of notes payable									$ 1,530,680	$ 541,000
Purchase of common stock									683,940,104	419,638,507
Subsequent Event [Member] | Securities Purchase Agreement With An Accredited Investor [Member]
Subsequent Event [Line Items]
Sale of aggregate shares of common stock		85,000,000
Warrants exercise price		$ 0.001
Securities purchase agreement description		The Company entered into a securities purchase agreement with an accredited investor for the purchase and sale of an aggregate of 85,000,000 shares of common stock (the “Shares”), (ii) pre-funded warrants to purchase up to 57,857,143 shares of common stock (the “Pre-funded Warrants), and (iii) warrants to purchase up to 142,857,143 shares of common stock (the “Common Warrants,” and together with the Pre-Funded Warrants, the “Warrants”), in a registered direct offering at a purchase price of $0.07 per Share and Common Warrant, or $0.069 per Pre-Funded Warrant and Common Warrant. The Common Warrants will be exercisable for a period of five years commencing upon issuance, at an exercise price of $0.07 per share, subject to certain adjustments set forth therein. The Pre-funded Warrants will be exercisable commencing upon issuance and expiring upon the exercise of the Pre-funded Warrants in full, at an exercise price of $0.001 per share, subject to certain adjustments set forth therein
Proceeds from accredited investor		$ 10,000,000
Subsequent Event [Member] | Amended Purchase Agreement With An Accredited Investor [Member]
Subsequent Event [Line Items]
Purchase of common stock	28,571,421
Securities purchase agreement description	No other changes to the Common Warrants or other terms of the Purchase Agreement were made.
Subsequent Event [Member] | Amended Purchase Agreement With An Accredited Investor [Member] | Minimum [Member]
Subsequent Event [Line Items]
Warrants exercise price	$ 0.07
Subsequent Event [Member] | Amended Purchase Agreement With An Accredited Investor [Member] | Maximum [Member]
Subsequent Event [Line Items]
Warrants exercise price	$ 0.0454
Subsequent Event [Member] | Common Stock [Member] | 2020 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Total common stock shares could be issued under stock option plan											200,000,000
Vesting option description								the Company adopted the CloudCommerce, Inc. 2020 Equity Incentive Plan (the “Stock Plan”). The Stock Plan will be used as incentive for directors, executive officers, and employees of and key consultants to the Company. Pursuant to the Stock Plan, the Company may issue 200,000,000 shares of common stock. The plan is administered by the Company’s Board of Directors
Issuance of stock option plan											200,000,000
Description of stock option plan								the Company adopted the CloudCommerce, Inc. 2020 Equity Incentive Plan (the “Stock Plan”). The Stock Plan will be used as incentive for directors, executive officers, and employees of and key consultants to the Company. Pursuant to the Stock Plan, the Company may issue 200,000,000 shares of common stock. The plan is administered by the Company’s Board of Directors
Subsequent Event [Member] | Convertible Promissory Note [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Debt conversion original debt amount						$ 183,130
Debt conversion converted instrument, shares						18,313,074
Debt instrument description					The Company filed form S-3 to offer up to $100,000,000 worth of our stock to accredited investors. The offering became effective on February 16, 2021
Subsequent Event [Member] | Unsecured Promissory Notes - The Bountiful Notes [Member]
Subsequent Event [Line Items]
Debt instrument description				The Investor is a related party. The chief financial officer of the Company, Greg Boden, is also the president of Bountiful Capital, LLC. The Promissory Note bears interest at a rate of 5% per year and is not convertible into shares of common stock of the Company. Principal and interest under the Promissory Note are due and payable upon maturity on January 28, 2022. The Promissory Note also enumerates certain customary events of default, which include failure to pay principal and interest, insolvency, and bankruptcy
Debt instrument face amount				$ 840,000
Proceeds from related party loans				$ 840,000
Debt instrument interest rate				5.00%
Debt instrument maturity date				Jan. 28, 2022
Subsequent Event [Member] | Convertible Promissory Note Dated February 04, 2021 [Member]
Subsequent Event [Line Items]
Debt instrument description			The Note has a five-year term, bears interest at the rate of 1.00% per annum, and may be prepaid at any time without payment of any premium. No payments of principal or interest are due during the six-month period beginning on the date of the Note (the “Deferral Period”). The principal and accrued interest under the Note is forgivable after eight weeks if the Company uses the PPP2 Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP2 requirements. In order to obtain forgiveness of the PPP2 Loan, the Company must submit a request and provide satisfactory documentation regarding its compliance with applicable requirements. The Company must repay any unforgiven principal amount of the Note, with interest, on a monthly basis following the Deferral Period. The Company intends to use the proceeds of the PPP2 Loan for eligible purposes and to pursue forgiveness, although the Company may take action that could cause some or all of the PPP Loan to become ineligible for forgiveness. No assurance is provided that forgiveness for all or any portion of the PPP2 Loan will be obtained. The Note contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or covenants. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company
Debt instrument interest rate			1.00%
Proceeds from issuance of notes payable			$ 780,680
Subsequent Event [Member] | Stock Option [Member] | Six Key Employee And Three Directors [Member]
Subsequent Event [Line Items]
Total common stock shares could be issued under stock option plan							368,000,000
Options exercise price							$ 0.0068
Vesting period							36 months
Expiration date							Jan. 05, 2026
Vesting option description							These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 5, 2022.
Issuance of stock option plan							368,000,000
Description of stock option plan							These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 5, 2022.
Subsequent Event [Member] | Pre-funded Warrants [Member] | Securities Purchase Agreement With An Accredited Investor [Member]
Subsequent Event [Line Items]
Purchase of common stock		57,857,143
Warrants exercise price		$ 0.069
Subsequent Event [Member] | Common Warrants [Member] | Securities Purchase Agreement With An Accredited Investor [Member]
Subsequent Event [Line Items]
Purchase of common stock		142,857,143
Warrants exercise price		$ 0.07