SecProbe.io

United States securities and exchange commission logo
February 11, 2021
Andrew Van Noy
Chief Executive Officer
CloudCommerce, Inc.
321 Sixth Street
San Antonio, TX 78215
Re:CloudCommerce, Inc.
Registration Statement on Form S-3
Response dated February 5, 2021
File No. 333-252358
Dear Mr. Van Noy:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Correspondence dated February 5, 2021
Cover Page
1.Describe the recent price volatility in your stock and briefly disclose any known risks of
investing in your stock under these circumstances.
2.Add, for comparison purposes, disclosure of the market price of your common stock prior
to the recent price volatility in your stock.  For example, disclose the price at which your
stock was trading 60 days prior to your filing.

 FirstName LastNameAndrew Van Noy
 Comapany NameCloudCommerce, Inc.
 February 11, 2021 Page 2
 FirstName LastName
Andrew Van Noy
CloudCommerce, Inc.
February 11, 2021
Page 2
3.Describe any recent change in your financial condition or results of operations, such as
your earnings, revenues or other measure of company value that is consistent with the
recent change in your stock price.  If no such change to your financial condition or results
of operations exists, disclose that fact.
Risk Factors, page 4
4.Include a risk factor addressing the recent extreme volatility in your stock price.  Your
disclosure should include intra-day stock price range information and should cover a
period of time sufficient to demonstrate the recent price volatility and should address the
impact on investors.  Your disclosure should also address the potential for rapid and
substantial decreases in your stock price, including decreases unrelated to your operating
performance or prospects.  To the extent recent increases in your stock price are
significantly inconsistent with improvements in actual or expected operating performance,
financial condition or other indicators of value, discuss the inconsistencies and where
relevant quantify them.  If you lack information to do so, explain why.
5.We note the significant number of shares you may offer relative to the number currently
outstanding.  Include a risk factor that addresses the impact that the offering could have on
your stock price and on investors.
6.To the extent you expect to conduct additional offerings in the future to fund your
operations or provide liquidity, include a risk factor that addresses the dilutive impact of
those offerings on investors that purchase shares in this offering at a significantly higher
price.
General
7.Please amend each prospectus to state that securities in the primary and resale offerings
will be sold at a fixed price until your shares are quoted on an established market. In this
regard, please remove disclosure that securities will be sold at the market, at prevailing
prices, or at negotiated prices.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameAndrew Van Noy
 Comapany NameCloudCommerce, Inc.
 February 11, 2021 Page 3
 FirstName LastName
Andrew Van Noy
CloudCommerce, Inc.
February 11, 2021
Page 3
            Please contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202) 551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Barrett DiPalo