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CloudCommerce

Summary

Earn 10% per year – Paid Monthly* – $500 Minimum Investment

Earn 10% per Year

Paid Monthly

$500 Minimum Investment

 
 
 
 
 

$20,000,000
Public Offering

We accept Debit Cards, ACH transfer from your bank, Checks and Wire transfers from your bank. We also accept investments from self-directed IRA accounts.

$20,000,000
Public Offering

We accept Debit Cards, ACH transfer from your bank, Checks and Wire transfers from your bank. We also accept investments from self-directed IRA accounts.

 

We Use Advanced Data Science to Deliver Digital Advertising Solutions to a $129 Billion Market

CloudCommerce was Ranked Number 235th Fastest Growing Company in North America on Deloitte’s 2019 Technology Fast 500™

We have successfully served the online needs of businesses since 2003. Our clients range from Fortune 100 companies, to five diamond destination resorts, to leading brands.

In 2015 we began a period of very rapid growth. Today, we are 60 employees strong and focused on creating highly targeted, data driven, digital advertising campaigns in a $129 billion market.

To learn more about CloudCommerce, visit www.CloudCommerce.com

 

How We Do It

SWARM, our flagship solution, slices and dices 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 advertising campaigns.

SWARM is currently offered as a custom solution. With funding from this offering, we intend to develop SWARM into a full data management software platform (DMP) for the advertising technology (AdTech) industry.

See SWARM in Action

 

Market Opportunity

According to eMarketer, 2019 is the first time digital advertising spending in the U.S. will overtake traditional advertising. This trend seems unstoppable. Our goal is to help companies maximize their advertising and marketing dollars.

 
 

Leadership

Message From Our Chief Executive Officer

Andrew Van Noy Chairman and CEO

“The past few years have been transformational for CloudCommerce.  Today, Fortune 100 companies rely on us daily to help them market their business in an increasingly digital world.  I am very excited about the future of our company and our industry.  I invite you to become an investor today and join us in the digital revolution!”

Message From Our Chief Financial Officer

Greg Boden Chief Financial Officer

“My primary responsibility as Chief Financial Officer is to maintain fiscal discipline. As part of that fiscal discipline, we will set aside and reserve sufficient funds to pay your dividends for at least one year. We intend to invest a significant part of the proceeds from this offering to build an enduring AdTech company of which we will all be proud.”

Message From Our Chief Executive Officer

Andrew Van Noy
Chairman and CEO

“The past few years have been transformational for CloudCommerce.  Today, Fortune 100 companies rely on us daily to help them market their business in an increasingly digital world.  I am very excited about the future of our company and our industry.  I invite you to become an investor today and join us in the digital revolution!”

Message From Our Chief Financial Officer

Greg Boden
Chief Financial Officer

“My primary responsibility as Chief Financial Officer is to maintain fiscal discipline. As part of that fiscal discipline, we will set aside and reserve sufficient funds to pay your dividends for at least 18 months. We intend to invest a significant part of the proceeds from this offering to build an enduring AdTech company of which we will all be proud.”

 
 
 

The Investment

Your Preferred Stock

When you invest, you will receive a special class of CloudCommerce dividend paying preferred stock. This preferred stock will pay you a fixed annual dividend equal to 10% of the amount of your investment. The dividend will be divided into monthly payments and each month, your dividend will be directly paid electronically to your bank account.

Minimum Investment

You may invest as little as $500. Each share of preferred stock is valued at $25. Therefore, if you make the minimum investment of $500, then you will receive 20 shares of preferred stock. Investments greater than the minimum of $500 must be in increments of $25. For example, if you invest $525, then you will receive 26 shares of preferred stock. Or, if you invest $2,500, then you will receive 100 shares of preferred stock.

Advantages of Preferred Stock

Investors holding shares of preferred stock enjoy benefits over holding shares of common stock, including:

  • Attractive fixed income investment
  • Stable high dividend rate of 10% per year
  • Preferred position over common stock
  • Additional tax benefits

Economic Benefit to Investors

In addition to potential tax benefits, investing in high yield preferred stock provides investors with substantial economic benefits over investing in bank certificates of deposit (CDs). Compared to a 5-year CD yielding 2.50% per year, your investment in 10% per year CloudCommerce preferred stock would be 400% greater. For example, $2,500 invested in a 5-year CD at 2.50% per year would yield $62.50 per year, while the same investment in 10% per year CloudCommerce preferred stock would yield $250 per year – a 400% greater yield.

Potential Federal Tax Benefits

Qualified preferred stock dividends are taxed at 0%, 15% or 20%, depending on your income, rather than at your marginal income tax rate. CloudCommerce advises potential investors to seek advice from a tax professional to determine the potential tax benefit before investing in the preferred stock.

Funds Reserved to Pay Your Dividend

We will set aside and reserve sufficient funds to pay your dividend for one year. Because we are a revenue producing business that has grown rapidly in the past and expects to continue to grow in the future, we believe that we will produce enough free cash flow to meet our dividend obligation to you after all funds in the dividend reserve have been paid. However, there is no guarantee that we will produce enough future free cash flow to pay
dividends after the dividend reserve has been exhausted. 

Liquidity and a Market for Your Shares of Preferred Stock

We intend to list your shares of preferred stock for trading on the OTC Markets. When the shares are approved for trading, a special stock symbol will be assigned by the US Financial Industry Regulatory Authority (FINRA). At that time, you may, if you choose to do so, deposit your shares in a stock brokerage account where the shares may be held or sold just like any other stock. However, you will always have the option of indefinitely holding your shares in electronic form and will never be required to deposit your shares in a stock brokerage account.  Whichever option you choose, we will always directly pay your monthly dividend electronically.

 

Frequently Asked Questions (FAQ)

The following are some frequently asked questions about our offering.  For full details, please review our Offering Circular that was filed with and qualified by the U.S. Securities and Exchange Commission (SEC).

This offering is for a special class of dividend paying preferred stock of CloudCommerce, Inc. called Series F preferred stock.  The Series F preferred stock pays a fixed annual dividend of 10% of the amount paid for the preferred stock, payable monthly. To facilitate payment, the dividend will be directly paid electronically to your bank account, instead of by means of a check.

Preferred stock generally carries certain preferential rights over the common stock of a company, such as priority in payment of dividends or certain superior liquidation rights. As a holder of the Series F preferred stock, your dividends will be paid first before any dividend may be paid to the holders of our common stock.  At this time, our common stockholders do not receive dividends and may never receive dividends. In the event that our Board of Directors declares a dividend on our common stock, then you and the other preferred shareholders are required to be paid first. For details of the preferred stock, please refer to the Offering Circular.

No.  The stock certificate representing your investment will be issued in electronic form. You will receive a statement from our Transfer Agent, Colonial Stock Transfer, which will show the number of shares of preferred stock you own.  You will receive periodic statements from the Transfer Agent that show your current holdings. If you need to make any changes, such as changing the bank account where you receive your dividend payment, update your mailing address, transfer your shares, or split up your shares for gifting or selling, please contact our Transfer Agent directly at:

Colonial Stock Transfer Company, Inc.
66 Exchange Place, 1st floor
Salt Lake City, UT 84111
Phone: 801-355-5740
Fax: 801-355-6505
www.colonialstock.com

Yes you can.  The preferred stock is being sold pursuant to an offering that is exempt from registration under federal securities laws and will be freely transferable upon issuance. Accordingly, you can freely sell your shares to your friends or acquaintances.

We intend to list your shares of preferred stock for trading on the OTC Markets. When and if the shares are approved for trading, a special stock symbol will be assigned by the US Financial Industry Regulatory Authority (FINRA). At that time, you may, if you choose to do so, deposit your shares in a stock brokerage account where the shares may be held or sold just like any other stock. However, you will always have the option of indefinitely holding your shares in electronic form.

No. You may indefinitely hold your shares in electronic form and are not required to deposit in a stock brokerage account.

No.  Unlike a savings account where the rate of interest payment may vary, the dividend rate under the preferred stock will always be 10% per year.  However, the Company may redeem the preferred stock after the first year of issuance, which means the Company may repurchase your preferred stock at the purchase price of your original investment. If that occurs, you would keep all the dividend payments you had received.  We will set aside and reserve sufficient funds to pay your dividend for one and a half years (18 months). Because we are a revenue producing business that has grown rapidly in the past and expects to continue to grow in the future, we believe that we will produce enough free cash flow to meet our dividend obligation to you after all funds in the dividend reserve have been paid.

 
CloudCommerce is a public company and files annual reports on Form 10-K and quarterly reports on Form 10-Q on an ongoing basis.
Disclaimer

AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. THE SEC HAS QUALIFIED THAT OFFERING STATEMENT, WHICH ONLY MEANS THAT THE COMPANY MAY MAKE SALES OF THE SECURITIES DESCRIBED BY THE OFFERING STATEMENT. IT DOES NOT MEAN THAT THE SEC HAS APPROVED, PASSED UPON THE MERITS OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN THE OFFERING STATEMENT. YOU MAY OBTAIN A COPY OF THE OFFERING CIRCULAR THAT IS PART OF THAT OFFERING STATEMENT FROM:

 

OFFERING CIRCULAR

YOU SHOULD READ THE OFFERING CIRCULAR BEFORE MAKING ANY INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

IMAGES CONTAINED IN THIS OFFERING CIRCULAR ARE ARTIST’S IMPRESSIONS AND THE ACTUAL FACILITIES MAY VARY.

Copyright © 2019 CloudCommerce, Inc.

Offering Circular

Please read the Offering Circular here: Get Offering Circular

AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. THE SEC HAS QUALIFIED THAT OFFERING STATEMENT, WHICH ONLY MEANS THAT THE COMPANY MAY MAKE SALES OF THE SECURITIES DESCRIBED BY THE OFFERING STATEMENT. IT DOES NOT MEAN THAT THE SEC HAS APPROVED, PASSED UPON THE MERITS OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN THE OFFERING STATEMENT. YOU MAY OBTAIN A COPY OF THE OFFERING CIRCULAR THAT IS PART OF THAT OFFERING STATEMENT FROM:

https://www.manhattanstreetcapital.com/offering-circular/18992

YOU SHOULD READ THE OFFERING CIRCULAR BEFORE MAKING ANY INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY.  THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT.  WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS.  INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.