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CORRESP
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filename1.htm

Barrett
S. DiPaolo Partner

bdipaolo@srf.law

D
+1.646.810.2173

February
16, 2021

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, NE

Washington,
DC 20549

Attention: Daniel
                                         Morris

 Mara Ransom

    Re:
    CloudCommerce, Inc.

    Registration Statement on Form S- 3

    Filed January 22, 2021

    File No. 333-252358

Ladies
and Gentlemen:

Set
forth below, on behalf of our client CloudCommerce, Inc. (the “Company”), we are submitting the Company’s responses
to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated February 11, 2021 (the “Comment Letter”), with respect to
the Company’s Registration Statement on Form S-3 filed with the Commission on January 22, 2021 (the “Registration
Statement”). Concurrently with this letter the Company is filing Amendment No. 1 to the Registration Statement to respond
to the comments contained in the Comment Letter and to make certain other changes.

To
facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Comment Letter
in bold text and have provided the Company’s responses immediately following the numbered comments in plain text.

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.

1185
Avenue of the Americas | 37th Floor | New York, NY 10036

T
+1.212.930.9700 | F +1.212.930.9725 | www.srf.law

Securities
and Exchange Commission

Division
of Corporation Finance

February
16, 2021

Page
2

 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.

 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.

We
have added disclosures to the cover page of the prospectus that we believe are responsive to these comments.

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.

We have added new Risk Factor
disclosures that we believe are responsive to these comments.

    www.srf.law

Securities
and Exchange Commission

Division
of Corporation Finance

February
16, 2021

Page
3

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
have amended both prospectuses to provide that securities will be sold at a fixed price until our common stock is quoted on an
established market and only thereafter at the market, at prevailing prices, or at negotiated prices.

We
trust that you will find the responses above and the changes in Amendment No. 1 to the Registration Statement to adequately address
the foregoing comments.

As
it is the goal of the Company to have the Form S-3 declared effective no later than 5:30 P.M. EST on Tuesday, February 16, 2021,
the Company would greatly appreciate the Staff’s review of this letter as promptly as practicable. If you have any questions
with respect to the foregoing, please contact the undersigned by telephone at 646.810.2173 or by email at bdipaolo@srf.law.

Sincerely
yours,

/s/
Barrett S. DiPaolo

    www.srf.law