8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 1, 2015

CloudCommerce, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

              0-13215                                                                                    30-0050402                         

(Commission File Number)                                          (I.R.S. Employer Identification No.)

1933 Cliff Drive, Suite 11, Santa Barbara, California                                              93109             

(Address of principal executive offices)                                                     (Zip Code)

                                                            (805) 964-3313                                                                      

(Registrant's telephone number, including area code)

                                                            Warp 9, Inc.                                                                          

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[_]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))

[_]  Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2.  FINANCIAL INFORMATION

ITEM 2.01  Completion of Acquisition or Disposition of Assets.

On October 1, 2105, CloudCommerce, Inc., a Nevada corporation ("CCI" or the "Company") closed the agreement and plan of merger (the "Agreement"), with Indaba Group, LLC, a Colorado limited liability company ("Indaba"), Warp 9, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the "Merger Sub"), and Ryan Shields, an individual holding outstanding membership interests of Indaba, Blake Gindi, an individual holding outstanding membership interests of Indaba, and Jack Gindi, an individual holding outstanding membership interests of Indaba (collectively, the "Sellers" or "Indaba Members"), pursuant to which  Indaba merged with and into the Merger Sub and the Merger Sub, as the surviving entity, changed its name to Indaba Group, Inc. ("IGI").  The Sellers will receive a total of two million dollars ($2,000,000.00) paid in the form of the issuance of ten thousand (10,000) shares of the Company's Series A Convertible Preferred Stock (the "Series A Preferred Stock"), at a liquidation preference of two hundred dollars ($200.00) per share, which have the rights, preferences and privileges as set forth in the Certificate of Designation, the form of which is attached to this Report as Exhibit 3.1.

Effective as of the closing of the Agreement, the boards of directors of CCI and IGI each consist of five members, Ryan Shields, Blake Gindi, Andrew Van Noy, Zachary Bartlett, and Gregory Boden.  See Item 5.02 of this Report on Form 8-K for additional information regarding Ryan Shields and Blake Gindi.

IGI is headquartered in a 3,300 square foot facility at 2854 Larimer Street, Denver, Colorado.  IGI is engaged in the business of providing technology services and solutions specializing in enterprise software development, ecommerce, creative services, and customer experience management.  The services provided by IGI include the following: (i) enterprise solutions (business process analysis, cloud computing solutions and consulting, community management and marketing strategy, creative and branding services, custom application development, customer relationship management solutions and integration, enterprise application integration, enterprise content management systems, enterprise messaging and collaboration platform development, loyalty system development, mobile application development, social and gamification consulting, and platform development), (ii) e-commerce development (third party integrations, customer module development, data management and strategy, Ebay and Amazon integration, Ebay enterprise solutions, Magento enterprise custom deployment, Magento site audit, Magento site maintenance and support, Magento site upgrade, managed services, mobile ecommerce, multilingual/multicurrency, multisite/multistore, subscription and recurring billing payment solutions, Oro commerce, and BigCommerce), (iii) digital marketing analytics and reporting, audience insights, campaign management, community engagement, conversion rate optimization, and email marketing, and (iv) creative design (branding, discovery, graphic design, multisite/multistore, responsive design, and usability).

SECTION 5.  CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02.  Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

General.  On October 1, 2015, Ryan Shields and Blake Gindi were appointed as directors of CCI and IGI. 

Effective as of October 1, 2015 and pursuant to the terms of the Agreement, Ryan Shields and Blake Gindi will be employees of IGI for two years.  Mr. Shields will serve as the chief executive officer of IGI.  Blake Gindi will serve as the chief technology officer of IGI.

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Compensation Arrangements.

Effective as of October 1, 2015, CCI entered into an employment agreement with Ryan Shields pursuant to which Mr. Shields will serve as the chief executive officer of IGI in consideration for annual compensation in the amount of $175,000.  Mr. Shields is eligible to receive a bonus or bonuses during each year, as mutually determined by IGI and CCI.  During the term of the employment agreement, Mr. Shields may not directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder (in a private company), corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in direct competition with the business of IGI or its affiliates.

Effective as of October 1, 2015, CCI entered into an employment agreement with Blake Gindi pursuant to which Mr. Gindi will serve as the chief technology officer of IGI in consideration for annual compensation in the amount of $175,000.  Mr. Gindi is eligible to receive a bonus or bonuses during each year, as mutually determined by IGI and CCI.  During the term of the employment agreement, Mr. Gindi may not directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder (in a private company), corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in direct competition with the business of IGI or its affiliates.

Biographical Information.

Ryan Shields, age 37, co-founded Indaba in October 2010 and was its chief executive officer from its inception until Indaba's merger with the Merger Sub at which time he was appointed as the chief executive officer of IGI.  Mr. Shields brings experience in global payments, telecommunications, hospitality, fast moving consumer goods, and digital marketing, through his work at companies including VISA (UK) where he was a business analyst from 1999 to 2002, NTT/VERIO (UK) (from 2002 to 2004), Chez Bean Restaurant Group (South Africa) where he was the president from 2005 to 2007), and Moodia (UK) where he was the vice president of business development from 2006 to 2009.  From January 2009 until co-founding Indaba, Mr. Shields was an independent business development consultant to various digital companies.  Mr. Shields received a Bachelor of Business Administration degree from the University of South Africa in 2001.  He also received a diploma in management accounting and finance from The Business School of South Africa in 2006.

Blake Gindi, age 32, co-founded Indaba in October 2010 and was its director of eCommerce from inception until January 2014, and its chief technology officer from January 2014 until Indaba's merger with the Merger Sub at which time he was appointed as the chief technology officer of IGI.  Prior to co-founding Indaba, from 2006 to 2011, Mr. Gindi worked as an independent consultant to several agencies and merchants providing eCommerce and creative expertise in the areas of web development, project management, branding and advertising, graphic design, and search engine marketing solutions. Mr. Gindi received his Bachelor of Fine Arts degree in graphic design from Colorado State University in 2006 and his Associates of Applied Science degree in web design and interactive media from the Art Institute of Colorado in 2008.

SECTION 7.  REGULATION FD DISCLOSURE.

Press Release.  The information in this Item 7.01 of the Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section.  The

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information in this Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act regardless of any general incorporation language in such filing.

On October 6, 2015, the Company issued a press release.  The text of the press release is attached herewith as Exhibit 99.1.

SECTION 9.  FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS

(d)       Exhibits

3.1       Certificate of Designation for Series A Preferred Stock.

10.1     Statement of Merger between Indaba Group, LLC, a Colorado limited liability company, and Warp 9, Inc., a Delaware corporation.

10.2     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.

10.3     Employment Agreement between Indaba Group, Inc., a Delaware corporation, and Ryan Shields.

10.4     Employment Agreement between Indaba Group, Inc., a Delaware corporation, and Blake Gindi.

99.1     Press Release, dated October 6, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CLOUDCOMMERCE, INC.

_________________________

(Registrant)

Date: October 6, 2015

/s/  Andrew Van Noy.                         

Andrew Van Noy, Chief Executive

Officer and President

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EX-3.1

EXHIBIT 3.1

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EX-10.3

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

 This EMPLOYMENT AGREEMENT (this "Agreement") is made as of the October 1, 2015, by and between Indaba Group, Inc., a Delaware corporation (the "Company", which is a wholly owned subsidiary of CloudCommerce, Inc., (formerly Warp 9, Inc.) a Nevada corporation ("CloudCommerce"), and Ryan Shields, an individual ("Employee"), and is made with respect to the following facts:

R E C I T A L S

A.        The Company and the Employee wish to ensure that the Company will receive the benefit of Employee's loyalty and service during Employee's tenure and that the Employee will be appropriately treated and compensated for services rendered. 

B.        The parties have entered into this Agreement for the purpose of setting forth the terms of employment of the Employee by the Company.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:

1.                  Employment of Employee and Duties.  The Company hereby hires Employee and Employee hereby accepts employment upon the terms and conditions described in this Agreement.  The Employee shall be the Chief Executive Officer of the Company, with the responsibility for the day-to-day management of the Company's operations.  Subject to (a) the general supervision of the board of directors of the Company (the "Board of Directors"), and (b) the Employee's duty to report to the Board of Directors periodically, as specified by them from time-to-time, Employee shall have all of the authority to perform his employment duties for the Company.

2.                  Time and Effort.  Employee agrees to devote his full working time and attention to the management of the Company's business affairs, the implementation of its strategic plan, as determined by the Board of Directors, and the fulfillment of his duties and responsibilities as Chief Executive Officer.  Expenditure of a reasonable amount of time for personal matters and business and charitable activities shall not be deemed to be a breach of this Agreement, provided that those activities do not materially interfere with the services required to be rendered to the Company under this Agreement.

3.                  The Company's Authority.  Employee agrees to comply with the Company's reasonable rules and regulations as adopted by the Company's Board of Directors regarding performance of his duties, and to carry out and perform those orders, directions and policies established by the Company with respect to his engagement.  Employee shall promptly notify the Company's Board of Directors of any objection he has to the Board's directives and the reasons for such objection.

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4.                  Noncompetition by Employee.  Employee is subject to noncompetition obligations pursuant to Section 3.1 of that certain Agreement and Plan of Merger, dated as of June 26, 2015, by and among Indaba Group, LLC, a Colorado limited liability company, Employee, Blake Gindi, Jack Gindi, CloudCommerce, and Warp 9, Inc., a Delaware corporation (the "Merger Agreement").  Upon the expiration of the term of those obligations, and if Employee is then employed by the Company, then thereafter and throughout the remaining term of this Agreement, Employee shall not, directly or indirectly, either as an employee, employer,  consultant, agent, principal, partner, stockholder (in a private company), corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in direct competition with the business of the Company or its affiliates.  Furthermore, any commissions, referral fees or other compensation paid to Employee by other payors during the term of this Agreement will be the property of the Company, and therefore, all such compensation will promptly be remitted by Employee to the Company.

5.                  Term of Agreement.  Subject to earlier termination as provided herein, the term of this Agreement shall be for two (2) years.  Notwithstanding the foregoing, the Company and Employee agree that Employee's employment hereunder may be terminated by the Employee resigning with "Good Reason" or by the Company's declaration of termination with "Cause" at any time, subject to the terms of this Section 5 and Section 6.  Such termination shall be effective upon delivery of written notice from the acting party to the other of its election to terminate employment pursuant to this Section 5.  "Cause" when used in connection with the termination of employment with the Company, shall mean the termination of the Employee's employment by the Company by reason of (i) Employee's material breach of any of this Agreement which breach, if curable, is not cured within thirty (30) days of written notice to Employee of such breach; (ii) the conviction of, or the entering of a guilty plea or no contest plea by, the Employee for a crime involving moral turpitude by a court of competent jurisdiction; (iii) the commission by the Employee of an act of fraud upon the Company or any of its affiliates; (iv) the misappropriation of any funds or property of the Company or any of its affiliates by the Employee; (v) the failure by the Employee to perform material duties reasonably assigned to him or otherwise assigned to and accepted by Employee, or to comply with any written Company policy after reasonable written notice and opportunity to cure such performance; (vi) the engagement by the Employee in any direct, material conflict of interest with the Company without compliance with the Company's conflict of interest policy, if any, then in effect;  or (vii) the engagement in any activity which would constitute a material violation of the provisions of the Company's insider trading policy, if any, then in effect.  Cause shall not be present unless (1) the Company shall have given Employee written notice specifying in reasonable detail the event or circumstances constituting Cause, and (2) Employee fails to cure such event or circumstances within forty-five (45) days from the date of such notice from the Company. "Good Reason" when used in connection with the resignation of employment from the Company by Employee, shall mean the resignation from the Company by Employee by reason of: (i) any deliberate breach by the Company with any of the material provisions of this Agreement, other than an isolated, insubstantial or inadvertent failure which is remedied by Company promptly after Company's receipt of written notice thereof from Employee; (ii) a material diminution in Executive's authorities, duties or responsibilities normally associated with Employee's position or  Employee is assigned duties and responsibilities that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with Employee's status as a senior executive officer; (iii) the Company's failure to nominate the Employee for election to the Board of Directors and to use its best efforts to have him elected and re-elected, as applicable or (iii) a material breach by the Company of the Company's Articles of

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Incorporation or By-laws if such breach would materially prejudice Employee.  Good Reason shall not be present unless (1) Employee shall have given the Company written notice specifying in reasonable detail the event or circumstances constituting Good Reason, and (2) the Company fails to cure such event or circumstances within forty-five (45) days from the date of such notice from Employee. 

6.                  Severance Benefits. 

6.1  Continuation of Salary and Benefits.  In the event that the Employee's employment is terminated by the Employee for Good Reason prior to the end of the initial term, the Company shall, subject to the terms of Sections 6.2 and 6.3 below, and only if and as long as Employee is not in breach of his obligations under this Agreement, pay compensation to Employee in the manner set forth below. If the Employee's employment is terminated by the Employee for Good Reason during the term of this Agreement, then the Company shall continue to pay to Employee his current base salary provided for under this Agreement in periodic payments in accordance with its customary payroll practices for a period of until the second (2^nd) anniversary date of this Agreement (the "Severance Payment Period"). If the Employee's employment is terminated by the Employee for Good Reason, the Company shall also continue to provide benefits in the kind and amounts provided to its employees generally throughout the Severance Payment Period, including continuation of any Company-paid benefits provided pursuant hereto, for the Employee and, if applicable, the Employee's spouse and minor children, provided such benefits will be subject to immediate termination to the extent Employee receives benefits under another similar benefit plan.  Employee agrees that the above payments shall be a full settlement of the Company's obligations to Employee hereunder in the event of a termination for Good Reason.

                        6.2       Disability; Death.       If at any time during the term of this Agreement, Employee is unable, due to physical or mental disability, to perform effectively his duties hereunder, the Company shall continue payment of compensation as provided in Section 9.1 during the first six (6) months of such disability to the extent not covered by the Company's disability insurance policies.  Upon the expiration of such six-month period, the Company, at its sole option, may continue payment of Employee's salary for such additional periods as the Company elects, or may terminate this Agreement without any further obligations hereunder.  If Employee should die during the term of this Agreement, Employee's employment and the Company's obligations hereunder shall terminate as of the end of the month in which Employee's death occurs and there will be no salary and benefit continuation period.  Employee shall be deemed to have incurred a disability if Employee suffers a physical or mental condition which (i) satisfies the definition of "total disability" in the Company's disability insurance policies, or (ii) if no such policy or plan is then covering Employee, in the reasonable judgment of the Board of Directors, prevents Employee from engaging in any substantial gainful employment with the Company for a period of more than six (6) months.

6.3       Standstill Agreement; Lock-up Letters.      So long as Employee is employed by the Company or receives severance compensation as provided in Section 6.1 above, Employee agrees that he will sign any reasonable securities lock-up letters, standstill agreements, or other similar documentation required by an underwriter in connection with a public offering of securities by the Company or its parent corporation or take other actions reasonably related thereto as requested by the Board of Directors under similar terms and conditions as for other management employees of the Company generally.  Failure to take

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any such action shall be a "Cause" for termination and shall cause Employee to forfeit any further rights to compensation or other payments hereunder.  In addition, Employee agrees that in such event the Company can seek and obtain specific performance of such covenant, including any injunction requiring execution thereof, and the Employee hereby appoints the then current president of the Company to sign any such documents on his behalf so long as such documents are prepared on the same basis as for other management shareholders generally.

6.4       Relocation or Material Changes in Duties. If Employee's employment is terminated because of Employee' refusal to relocate to another office of the Company that is more than twenty (20) statute miles from the Employee's then current office, or to accept a material change in duties, such termination shall be deemed a termination with Cause. 

7.                  Confidential Information: Nondisclosure Covenant.

7.1.      Confidential Information.  As used herein the term "Confidential Information" shall mean all customer and contract lists, records, financial data, trade secrets, business and marketing plans and studies, suppliers, investors, financing sources, manuals for employee and personnel policies, manufacturing and/or production manuals, computer programs and software, strategic plans, formulas, manufacturing and production processes and techniques (including without limitation types of machinery and equipment used together with improvements and modifications thereon), tools, applications for patents, designs, models, patterns, drawings, tracings, sketches, blueprints, and all other similar information developed and/or used by Company in the course of its business and which is not known by or readily available to the general public.

7.2       Nondisclosure Covenant.  Employee acknowledges that, in the course of performing services for and on behalf of Company, Employee has had and will continue to have access to Confidential Information.  Employee hereby covenants and agrees to maintain in strictest confidence all Confidential Information in trust for Company, its successors and assigns, and to disclose such information only on a "need-to-know" basis in furtherance and for the benefit of the Company's business.  During the period of Employee's employment with Company and at any and all times following Employee's termination of employment for any reason, including without limitation Employee's voluntary resignation with or without Good Reason or involuntary termination with Cause, Employee agrees to not misappropriate, utilize for any purpose other than for the direct benefit of the Company, or disclose or make available to anyone outside Company's organization, any Confidential Information or anything relating thereof without the prior written consent of Company, which consent may be withheld by Company for any reason or no reason at all.

7.3       Return of Property.  Upon Employee's termination of his employment with Company for any reason, including without limitation Employee's voluntary resignation with or without Good Reason or involuntary termination by the Company with Cause, Employee hereby agrees to immediately return to Company's possession all copies of any writings, computer discs or equipment, drawings or any other information relating to Confidential Information which are in Employee's possession or control.  Employee further agrees that, upon the request of Company at any time during Employee's period of employment

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with Company, Employee shall promptly return to Company all such copies of writings, computer discs or equipment, drawings or any other information relating to Confidential Information which are in Employee's possession or control.

7.4       Rights to Inventions and Trade Secrets.  Employee hereby assigns to Company all right, title and interest in and to any ideas, inventions, original works or authorship, developments, improvements or trade secrets which Employee solely or jointly has conceived or reduced to practice, or will conceive or reduce to practice, or cause to be conceived or reduced to practice during his employment with Company.  All original works of authorship which are made by Employee (solely or jointly with others) within the scope of Employee's services hereunder and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act.

8.                  Noninterference and Nonsolicitation Covenants.  In further reflection of the Company's important interests in its proprietary information and its trade, customer, vendor and employee relationships, Employee agrees that, during the thirty-six (36) month period following the termination of Employee's employment with Company for any reason, including without limitation Employee's voluntary resignation with or without Good Reason or involuntary termination by the Company with Cause, Employee will not directly or indirectly, for or on behalf of any person, firm, corporation or other entity, (a) interfere with any contractual or other business relationships that Company has with any of its customers, clients, service providers or materials suppliers as of the date of Employee's termination of employment, or (b) solicit or induce any employee of Company to terminate his/her employment relationship with Company. 

9.                  Compensation.  During the term of this Agreement, the Company shall pay the following compensation to Employee:

9.1       Base Salary.  The Company shall pay Employee an annual rate of base salary of One Hundred Seventy Five Thousand Dollars ($175,000.00) in periodic installments in accordance with the Company's customary payroll practices, but no less frequently than monthly.  Employee's base salary shall be reviewed at least annually by the Board of Directors and the Board of Directors may, but shall not be required to, increase the base salary during the term.  Employee's annual base salary, as in effect from time to time, is hereinafter referred to as "Base Salary."

9.2       Annual Bonus.  Any compensation bonuses to be paid to Employee will be mutually determined by the Company and CloudCommerce.

9.3       Equity Awards.  During the term, Employee shall be eligible to participate in any Company incentive compensation plan, as determined by the Board of Directions, in its discretion.

9.4       Benefits.  So long as Employee is employed by the Company, the Employee shall participate in any employee benefit plans sponsored by the Company generally for its employees serving in similar employment capacities as the Employee as determined from time to time by the Board of Directors or any compensation committee of the Board of Directors, if any, and on terms at least as favorable to Employee as are generally offered to other employees of the Company serving in a similar capacity. 

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10.              Office and Staff.  In order to enable Employee to perform his obligations and duties pursuant to this Agreement, the Company agrees that it shall provide suitable office space for Employee in Denver, Colorado, or in another location mutually agreed upon, together with all necessary and appropriate supporting staff and secretarial assistance, equipment, stationery, books and supplies.  Employee agrees that the office space and supporting staff presently in place is suitable for the purposes of this Agreement. The Company agrees to provide at its expense parking for one (1) vehicle by the Employee at the Company's executive offices. 

11.              Reimbursement of Expenses.  The Company shall reimburse Employee for the reasonable (and pre-approved by the Company in writing) travel and other expenses incurred by Employee in connection with the performance of Employee's duties under this Agreement.  Employee's pre-approved reimbursable expenses shall be paid by the Company in cash or check within a reasonable time after presentment by Employee of an itemized list of invoices sufficiently describing such expenses.  All compensation provided in Sections 8 of this Agreement shall be subject to customary withholding tax and other employment taxes, to the extent required by law.  Expense reimbursements will not be subject to withholding. 

12.              Rights In And To Inventions And Patents.

            12.1     Description of Parties' Rights.  The Employee agrees that with respect to any inventions made by him or the Company during the term of this Agreement, solely or jointly with others, (i) which are made with the Company's equipment, supplies, facilities, trade secrets or time, or (ii) which relate to the business of the Company or the Company's actual or demonstrably anticipated research or development, or (iii) which result from any work performed by the Employee for the Company, such inventions shall belong to the Company.  The Employee also agrees that the Company shall have the right to keep such inventions as trade secrets, if the Company chooses.

            12.2     Disclosure Requirements.  For purposes of this Agreement, an invention is deemed to have been made during the term of this Agreement if, during such period, the invention was conceived or first actually reduced to practice.  In order to permit the Company to claim rights to which it may be entitled, the Employee agrees to disclose to the Company in confidence the nature of all patent applications filed by the Employee during the term of this Agreement.

13.              Assignability of Benefits.  Except to the extent that this provision may be contrary to law, no assignment, pledge, collateralization or attachment of any of the benefits under this Agreement shall be valid or recognized by the Company.  Except as provided by law, payment provided for by this Agreement shall not be subject to seizure for payment of any debts or judgments against the Employee, nor shall the Employee have any right to transfer, modify, anticipate or encumber any rights or benefits hereunder.

14.              Notice.  All notices and other communications required or permitted hereunder shall be in writing or in the form of email, facsimile or letter to be given only during the recipient's normal business hours unless arrangements have otherwise been made to receive such notice outside of normal business hours, and can be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand, messenger, email or facsimile (as provided above) addressed (a)

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if to the Employee, at the address for such Employee set forth on the signature page hereto or at such other address as such Employee shall have furnished to the Company in writing or (b) if to the Company, to its principal executive offices and addressed to the attention of the Chairman of the Board, or at such other address as the Company shall have furnished in writing to the Employee.

In case of the Company:

                      Indaba Group, Inc.

                      C/O CloudCommerce, Inc.

                      1933 Cliff Dr. Suite 11

                      Santa Barbara, CA 93109

                      Attention: Andrew Van Noy, CEO

                      Telephone: 805-964-3313

                      Facsimile: 805-964-6968

In case of the Employee:

The address listed below

signature to this Agreement.

15.              Attorneys' Fees.  In the event that any of the parties must resort to legal action in order to enforce the provisions of this Agreement or to defend such suit, the prevailing party shall be entitled to receive reimbursement from the nonprevailing party for all reasonable attorneys' fees and all other costs incurred in commencing or defending such suit.

16.              Entire Agreement.  This Agreement and the Merger Agreement embody the entire understanding among the parties and merge all prior discussions or communications among them, and no party shall be bound by any definitions, conditions, warranties, or representations other than as expressly stated in this Agreement and the Merger Agreement or as subsequently set forth in a writing signed by the duly authorized representatives of all of the parties to this Agreement.

17.              No Oral Change; Amendment.  This Agreement may only be changed or modified and any provision hereof may only be waived in writing signed by the party against whom enforcement of any waiver, change or modification is sought.  This Agreement may be amended only in writing by mutual consent of the parties.

18.              Severability.  In the event that any provision of this Agreement shall be void or unenforceable for any reason whatsoever, then such provision shall be stricken and of no force and effect.  The remaining provisions of this Agreement shall, however, continue in full force and effect, and to the extent required, shall be modified to preserve their validity.

19.              Applicable Law.  This Agreement shall be construed as a whole and in accordance with its fair meaning.  This Agreement shall be interpreted in accordance with the laws of the State of California.

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20.              Successors and Assigns.  Each covenant and condition of this Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, personal representatives, assigns and successors in interest.  Without limiting the generality of the foregoing sentence, this Agreement shall be binding upon any successor to the Company whether by merger, reorganization or otherwise.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

COMPANY:                                                              INDABA GROUP, INC.

a Delaware corporation

By:                                                                 

Andrew Van Noy, Chairman of the Board

EMPLOYEE:                                                                                                                                   

Ryan Shields

Street Address

City, State and Zip Code

Telephone Number:                                        

Facsimile Number:                                         

Email Address:                                                

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EX-10.4

EXHIBIT 10.4

EMPLOYMENT AGREEMENT

 This EMPLOYMENT AGREEMENT (this "Agreement") is made as of the October 1,  2015, by and between Indaba Group, Inc., a Delaware corporation (the "Company", which is a wholly owned subsidiary of CloudCommerce, Inc. (formerly Warp 9, Inc.), a Nevada corporation ("CloudCommerce"), and Blake Gindi, an individual ("Employee"), and is made with respect to the following facts:

R E C I T A L S

A.        The Company and the Employee wish to ensure that the Company will receive the benefit of Employee's loyalty and service during Employee's tenure and that the Employee will be appropriately treated and compensated for services rendered. 

B.        The parties have entered into this Agreement for the purpose of setting forth the terms of employment of the Employee by the Company.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:

1.                  Employment of Employee and Duties.  The Company hereby hires Employee and Employee hereby accepts employment upon the terms and conditions described in this Agreement.  The Employee shall be the Chief Technology Officer of the Company, with the responsibility for the day-to-day management of the Company's technical operations.  Subject to (a) the general supervision of the Chief Executive Officer ("CEO"), and (b) the Employee's duty to report to the Chief Executive Officer periodically, as specified by him from time-to-time, Employee shall have all of the authority to perform his employment duties for the Company.

2.               

3.                  Time and Effort.  Employee agrees to devote his full working time and attention to the management of the Company's business affairs, the implementation of its strategic plan, as determined by the CEO, and the fulfillment of his duties and responsibilities as Chief Technology Officer.  Expenditure of a reasonable amount of time for personal matters and business and charitable activities shall not be deemed to be a breach of this Agreement, provided that those activities do not materially interfere with the services required to be rendered to the Company under this Agreement.

4.                  The Company's Authority.  Employee agrees to comply with the Company's reasonable rules and regulations as adopted by the Company's Board of Directors regarding performance of his duties, and to carry out and perform those orders, directions and policies established by the Company with respect to his engagement.  Employee shall promptly notify the Company's CEO of any objection he has to the CEO's directives and the reasons for such objection.

5.                  Noncompetition by Employee.  Employee is subject to noncompetition obligations pursuant to Section 3.1 of that certain Agreement and Plan of Merger, dated as of June 26, 2015, by and among Indaba Group, LLC, a Colorado limited liability company, Employee, Blake Gindi, Jack Gindi,

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CloudCommerce, and Warp 9, Inc., a Delaware corporation (the "Merger Agreement").  Upon the expiration of the term of those obligations, and if Employee is then employed by the Company, then thereafter and throughout the remaining term of this Agreement, Employee shall not, directly or indirectly, either as an employee, employer,  consultant, agent, principal, partner, stockholder (in a private company), corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in direct competition with the business of the Company or its affiliates.  Furthermore, any commissions, referral fees or other compensation paid to Employee by other payors during the term of this Agreement will be the property of the Company, and therefore, all such compensation will promptly be remitted by Employee to the Company.

6.                  Term of Agreement.  Subject to earlier termination as provided herein, the term of this Agreement shall be for two (2) years.  Notwithstanding the foregoing, the Company and Employee agree that Employee's employment hereunder may be terminated by the Employee resigning with "Good Reason" or by the Company's declaration of termination with "Cause" at any time, subject to the terms of this Section 5 and Section 6.  Such termination shall be effective upon delivery of written notice from the acting party to the other of its election to terminate employment pursuant to this Section 5.  "Cause" when used in connection with the termination of employment with the Company, shall mean the termination of the Employee's employment by the Company by reason of (i) Employee's material breach of any of this Agreement which breach, if curable, is not cured within thirty (30) days of written notice to Employee of such breach; (ii) the conviction of, or the entering of a guilty plea or no contest plea by, the Employee for a crime involving moral turpitude by a court of competent jurisdiction; (iii) the commission by the Employee of an act of fraud upon the Company or any of its affiliates; (iv) the misappropriation of any funds or property of the Company or any of its affiliates by the Employee; (v) the failure by the Employee to perform material duties reasonably assigned to him or otherwise assigned to and accepted by Employee, or to comply with any written Company policy after reasonable written notice and opportunity to cure such performance; (vi) the engagement by the Employee in any direct, material conflict of interest with the Company without compliance with the Company's conflict of interest policy, if any, then in effect;  or (vii) the engagement in any activity which would constitute a material violation of the provisions of the Company's insider trading policy, if any, then in effect.  Cause shall not be present unless (1) the Company shall have given Employee written notice specifying in reasonable detail the event or circumstances constituting Cause, and (2) Employee fails to cure such event or circumstances within forty-five (45) days from the date of such notice from the Company. "Good Reason" when used in connection with the resignation of employment from the Company by Employee, shall mean the resignation from the Company by Employee by reason of: (i) any deliberate breach by the Company with any of the material provisions of this Agreement, other than an isolated, insubstantial or inadvertent failure which is remedied by Company promptly after Company's receipt of written notice thereof from Employee; (ii) a material diminution in Executive's authorities, duties or responsibilities normally associated with Employee's position or  Employee is assigned duties and responsibilities that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with Employee's status as a senior executive officer; (iii) the Company's failure to nominate the Employee for election to the Board of Directors and to use its best efforts to have him elected and re-elected, as applicable or (iii) a material breach by the Company of the Company's Articles of Incorporation or By-laws if such breach would materially prejudice Employee.  Good Reason shall not be present unless (1) Employee shall have given the

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Company written notice specifying in reasonable detail the event or circumstances constituting Good Reason, and (2) the Company fails to cure such event or circumstances within forty-five (45) days from the date of such notice from Employee. 

7.                  Severance Benefits.                         

6.1  Continuation of Salary and Benefits.  In the event that the Employee's employment is terminated by the Employee for Good Reason prior to the end of the initial term, the Company shall, subject to the terms of Sections 6.2 and 6.3 below, and only if and as long as Employee is not in breach of his obligations under this Agreement, pay compensation to Employee in the manner set forth below. If the Employee's employment is terminated by the Employee for Good Reason during the term of this Agreement, then the Company shall continue to pay to Employee his current base salary provided for under this Agreement in periodic payments in accordance with its customary payroll practices for a period of until the second (2^nd) anniversary date of this Agreement (the "Severance Payment Period"). If the Employee's employment is terminated by the Employee for Good Reason, the Company shall also continue to provide benefits in the kind and amounts provided to its employees generally throughout the Severance Payment Period, including continuation of any Company-paid benefits provided pursuant hereto, for the Employee and, if applicable, the Employee's spouse and minor children, provided such benefits will be subject to immediate termination to the extent Employee receives benefits under another similar benefit plan.  Employee agrees that the above payments shall be a full settlement of the Company's obligations to Employee hereunder in the event of a termination for Good Reason.

  6.2       Disability; Death.       If at any time during the term of this Agreement, Employee is unable, due to physical or mental disability, to perform effectively his duties hereunder, the Company shall continue payment of compensation as provided in Section 9.1 during the first six (6) months of such disability to the extent not covered by the Company's disability insurance policies.  Upon the expiration of such six-month period, the Company, at its sole option, may continue payment of Employee's salary for such additional periods as the Company elects, or may terminate this Agreement without any further obligations hereunder.  If Employee should die during the term of this Agreement, Employee's employment and the Company's obligations hereunder shall terminate as of the end of the month in which Employee's death occurs and there will be no salary and benefit continuation period.  Employee shall be deemed to have incurred a disability if Employee suffers a physical or mental condition which (i) satisfies the definition of "total disability" in the Company's disability insurance policies, or (ii) if no such policy or plan is then covering Employee, in the reasonable judgment of the Board of Directors, prevents Employee from engaging in any substantial gainful employment with the Company for a period of more than six (6) months.

6.3       Standstill Agreement; Lock-up Letters.      So long as Employee is employed by the Company or receives severance compensation as provided in Section 6.1 above, Employee agrees that he will sign any reasonable securities lock-up letters, standstill agreements, or other similar documentation required by an underwriter in connection with a public offering of securities by the Company or its parent corporation or take other actions reasonably related thereto as requested by the Board of Directors under similar terms and conditions as for other management employees of the Company generally.  Failure to take any such action shall be a "Cause" for termination and shall cause Employee to forfeit any further rights to compensation or other payments hereunder.  In addition,

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Employee agrees that in such event the Company can seek and obtain specific performance of such covenant, including any injunction requiring execution thereof, and the Employee hereby appoints the then current president of the Company to sign any such documents on his behalf so long as such documents are prepared on the same basis as for other management shareholders generally.

 6.4       Relocation or Material Changes in Duties. If Employee's employment is terminated because of Employee' refusal to relocate to another office of the Company that is more than twenty (20) statute miles from the Employee's then current office, or to accept a material change in duties, such termination shall be deemed a termination with Cause. 

8.                  Confidential Information: Nondisclosure Covenant.

7.1.      Confidential Information.  As used herein the term "Confidential Information" shall mean all customer and contract lists, records, financial data, trade secrets, business and marketing plans and studies, suppliers, investors, financing sources, manuals for employee and personnel policies, manufacturing and/or production manuals, computer programs and software, strategic plans, formulas, manufacturing and production processes and techniques (including without limitation types of machinery and equipment used together with improvements and modifications thereon), tools, applications for patents, designs, models, patterns, drawings, tracings, sketches, blueprints, and all other similar information developed and/or used by Company in the course of its business and which is not known by or readily available to the general public.

7.2       Nondisclosure Covenant.  Employee acknowledges that, in the course of performing services for and on behalf of Company, Employee has had and will continue to have access to Confidential Information.  Employee hereby covenants and agrees to maintain in strictest confidence all Confidential Information in trust for Company, its successors and assigns, and to disclose such information only on a "need-to-know" basis in furtherance and for the benefit of the Company's business.  During the period of Employee's employment with Company and at any and all times following Employee's termination of employment for any reason, including without limitation Employee's voluntary resignation with or without Good Reason or involuntary termination with Cause, Employee agrees to not misappropriate, utilize for any purpose other than for the direct benefit of the Company, or disclose or make available to anyone outside Company's organization, any Confidential Information or anything relating thereof without the prior written consent of Company, which consent may be withheld by Company for any reason or no reason at all.

7.3       Return of Property.  Upon Employee's termination of his employment with Company for any reason, including without limitation Employee's voluntary resignation with or without Good Reason or involuntary termination by the Company with Cause, Employee hereby agrees to immediately return to Company's possession all copies of any writings, computer discs or equipment, drawings or any other information relating to Confidential Information which are in Employee's possession or control.  Employee further agrees that, upon the request of Company at any time during Employee's period of employment with Company, Employee shall promptly return to Company all such copies of writings, computer discs or equipment, drawings or any other information relating to Confidential Information which are in Employee's possession or control.

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7.4       Rights to Inventions and Trade Secrets.  Employee hereby assigns to Company all right, title and interest in and to any ideas, inventions, original works or authorship, developments, improvements or trade secrets which Employee solely or jointly has conceived or reduced to practice, or will conceive or reduce to practice, or cause to be conceived or reduced to practice during his employment with Company.  All original works of authorship which are made by Employee (solely or jointly with others) within the scope of Employee's services hereunder and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act.

9.                  Noninterference and Nonsolicitation Covenants.  In further reflection of the Company's important interests in its proprietary information and its trade, customer, vendor and employee relationships, Employee agrees that, during the thirty-six (36) month period following the termination of Employee's employment with Company for any reason, including without limitation Employee's voluntary resignation with or without Good Reason or involuntary termination by the Company with Cause, Employee will not directly or indirectly, for or on behalf of any person, firm, corporation or other entity, (a) interfere with any contractual or other business relationships that Company has with any of its customers, clients, service providers or materials suppliers as of the date of Employee's termination of employment, or (b) solicit or induce any employee of Company to terminate his/her employment relationship with Company. 

10.              Compensation.  During the term of this Agreement, the Company shall pay the following compensation to Employee:

9.1       Base Salary.  The Company shall pay Employee an annual rate of base salary of One Hundred Seventy Five Thousand Dollars ($175,000.00) in periodic installments in accordance with the Company's customary payroll practices, but no less frequently than monthly.  Employee's base salary shall be reviewed at least annually by the Board of Directors and the Board of Directors may, but shall not be required to, increase the base salary during the term.  Employee's annual base salary, as in effect from time to time, is hereinafter referred to as "Base Salary."

9.2       Annual Bonus.  Any compensation bonuses to be paid to Employee will be mutually determined by the Company and CloudCommerce.

9.3       Equity Awards.  During the term, Employee shall be eligible to participate in any Company incentive compensation plan, as determined by the Board of Directions, in its discretion.

9.4       Benefits.  So long as Employee is employed by the Company, the Employee shall participate in any employee benefit plans sponsored by the Company generally for its employees serving in similar employment capacities as the Employee as determined from time to time by the Board of Directors or any compensation committee of the Board of Directors, if any, and on terms at least as favorable to Employee as are generally offered to other employees of the Company serving in a similar capacity. 

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11.              Office and Staff.  In order to enable Employee to perform his obligations and duties pursuant to this Agreement, the Company agrees that it shall provide suitable office space for Employee in Denver, Colorado, or in another location mutually agreed upon, together with all necessary and appropriate supporting staff and secretarial assistance, equipment, stationery, books and supplies.  Employee agrees that the office space and supporting staff presently in place is suitable for the purposes of this Agreement. The Company agrees to provide at its expense parking for one (1) vehicle by the Employee at the Company's executive offices. 

12.              Reimbursement of Expenses.  The Company shall reimburse Employee for the reasonable (and pre-approved by the Company in writing) travel and other expenses incurred by Employee in connection with the performance of Employee's duties under this Agreement.  Employee's pre-approved reimbursable expenses shall be paid by the Company in cash or check within a reasonable time after presentment by Employee of an itemized list of invoices sufficiently describing such expenses.  All compensation provided in Sections 8 of this Agreement shall be subject to customary withholding tax and other employment taxes, to the extent required by law.  Expense reimbursements will not be subject to withholding. 

13.              Rights In And To Inventions And Patents.

            12.1     Description of Parties' Rights.  The Employee agrees that with respect to any inventions made by him or the Company during the term of this Agreement, solely or jointly with others, (i) which are made with the Company's equipment, supplies, facilities, trade secrets or time, or (ii) which relate to the business of the Company or the Company's actual or demonstrably anticipated research or development, or (iii) which result from any work performed by the Employee for the Company, such inventions shall belong to the Company.  The Employee also agrees that the Company shall have the right to keep such inventions as trade secrets, if the Company chooses.

            12.2     Disclosure Requirements.  For purposes of this Agreement, an invention is deemed to have been made during the term of this Agreement if, during such period, the invention was conceived or first actually reduced to practice.  In order to permit the Company to claim rights to which it may be entitled, the Employee agrees to disclose to the Company in confidence the nature of all patent applications filed by the Employee during the term of this Agreement.

14.              Assignability of Benefits.  Except to the extent that this provision may be contrary to law, no assignment, pledge, collateralization or attachment of any of the benefits under this Agreement shall be valid or recognized by the Company.  Except as provided by law, payment provided for by this Agreement shall not be subject to seizure for payment of any debts or judgments against the Employee, nor shall the Employee have any right to transfer, modify, anticipate or encumber any rights or benefits hereunder.

15.              Notice.  All notices and other communications required or permitted hereunder shall be in writing or in the form of email, facsimile or letter to be given only during the recipient's normal business hours unless arrangements have otherwise been made to receive such notice outside of normal business hours, and can be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand, messenger, email or facsimile (as provided above) addressed (a) if to the Employee, at the address for such Employee set forth on the signature page hereto or at such other address as such Employee shall have furnished to

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the Company in writing or (b) if to the Company, to its principal executive offices and addressed to the attention of the Chairman of the Board, or at such other address as the Company shall have furnished in writing to the Employee.

In case of the Company:

                      Indaba Group, Inc.

                      C/O CloudCommerce, Inc.

                      1933 Cliff Dr. Suite 11

                      Santa Barbara, CA 93109

                      Attention: Andrew Van Noy, CEO

                      Telephone: 805-964-3313

                      Facsimile: 805-964-6968

In case of the Employee:

The address listed below

signature to this Agreement.

16.              Attorneys' Fees.  In the event that any of the parties must resort to legal action in order to enforce the provisions of this Agreement or to defend such suit, the prevailing party shall be entitled to receive reimbursement from the nonprevailing party for all reasonable attorneys' fees and all other costs incurred in commencing or defending such suit.

17.              Entire Agreement.  This Agreement and the Merger Agreement embody the entire understanding among the parties and merge all prior discussions or communications among them, and no party shall be bound by any definitions, conditions, warranties, or representations other than as expressly stated in this Agreement and the Merger Agreement or as subsequently set forth in a writing signed by the duly authorized representatives of all of the parties to this Agreement.

18.              No Oral Change; Amendment.  This Agreement may only be changed or modified and any provision hereof may only be waived in writing signed by the party against whom enforcement of any waiver, change or modification is sought.  This Agreement may be amended only in writing by mutual consent of the parties.

19.              Severability.  In the event that any provision of this Agreement shall be void or unenforceable for any reason whatsoever, then such provision shall be stricken and of no force and effect.  The remaining provisions of this Agreement shall, however, continue in full force and effect, and to the extent required, shall be modified to preserve their validity.

20.              Applicable Law.  This Agreement shall be construed as a whole and in accordance with its fair meaning.  This Agreement shall be interpreted in accordance with the laws of the State of California.

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21.              Successors and Assigns.  Each covenant and condition of this Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, personal representatives, assigns and successors in interest.  Without limiting the generality of the foregoing sentence, this Agreement shall be binding upon any successor to the Company whether by merger, reorganization or otherwise.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

COMPANY:                                                              INDABA GROUP, INC.

a Delaware corporation

By:                                                                 

Andrew Van Noy, Chairman of the Board

EMPLOYEE:                                                                                                                                   

Blake Gindi

Street Address

City, State and Zip Code

Telephone Number:                                        

Facsimile Number:                                         

Email Address:                                                

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EX-99.1

EXHIBIT 99.1

 CloudCommerce Completes Acquisition of Indaba

 Company acquires profitable e-commerce solutions provider as the first step in building a large global enterprise

Santa Barbara, CA - October 6, 2015 - Cloud Commerce, Inc. (OTCQB: CLWD), formerly known as Warp 9, Inc., a leading provider of cloud-driven e-commerce and mobile commerce solutions, today announced that it has completed the acquisition of Indaba Group, LLC, a profitable e-commerce solutions provider based in Denver, CO.

With the acquisition of Indaba, CloudCommerce has effectively completed the first step of its growth-by-acquisition strategy, which is to acquire and consolidate profitable companies with strong management teams within the high-growth cloud-based e-commerce market. In its quest to build a large global enterprise, the Company plans to aggressively pursue the acquisition of other profitable e-commerce companies that it believes can provide revenue-driving solutions for leading brands and other sellers conducting business online.

The market opportunity is substantial. Total worldwide business-to-consumer (B2C) e-commerce sales were $1.5 trillion in 2014, and are projected by eMarketer to grow to $2.4 trillion by 2017. B2C sales in the United States are projected to be almost $500 billion by 2018. Additionally, business-to-business (B2B) e-commerce sales will grow to $6.7 trillion by 2020. 

"Completing the acquisition of Indaba marks a pivotal moment for our company," said Andrew Van Noy, CEO of CloudCommerce. "This first acquisition establishes the blueprint for how we intend to build our company going forward. The acquisition of Indaba not only adds a profitable operation to CloudCommerce, but also strengthens our management team. Indaba founders Ryan Shields and Blake Gindi have demonstrated the type of leadership we seek in building a global e-commerce solutions brand."

"Today's announcement marks an exciting time for our company," said Ryan Shields, Indaba's CEO. "By joining forces with CloudCommerce, we have a major opportunity to grow our existing e-commerce solutions business and penetrate new markets. CloudCommerce's business and vision align perfectly with ours and we look forward to working together to build a rapidly growing and very successful enterprise."

Indaba focuses on the front-end user interface, development, systems integration and digital marketing of Magento, Oro Commerce, and Enterprise Bigcommerce web solutions. It is one of the most trusted names in delivering successful online commerce solutions to retailers and businesses across the country. As part of this

transaction, CloudCommerce will consolidate its own e-commerce operation with Indaba to create a single solutions provider division, Indaba Group, Inc., which will be a wholly owned subsidiary of CloudCommerce.

Van Noy concluded, "Given this tremendous market opportunity, we believe our new acquisition strategy will better serve our customers and create significant and lasting value for our shareholders."

About CloudCommerce

CloudCommerce, Inc. is a global provider of cloud-driven e-commerce and mobile commerce solutions. Through our wholly owned subsidiaries, we provide online merchants and leading brands with complete solutions for successfully conducting business with customers anytime, anywhere and on any device. Whether it is selling products or services online or making business processes available on the cloud, we deliver solutions that maximize user experience with real-time integration to enterprise applications. We focus intently on four main areas to deliver exceptional value to our customers: engaging frontend design, robust backend integration, effective digital marketing and analytics, and complete solutions management. To learn more about CloudCommerce, please visit http://www.CloudCommerce.com.

Safe Harbor Statement

Matters discussed in this press release contain statements that look forward within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such statements that look forward. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the statements that look forward contained herein, and while expected, there is no guarantee that we will attain the aforementioned anticipated developmental milestones. These statements that look forward are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, product, and distributor performance, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company.

Corporate Communications:

Zack Bartlett
Tel: 805-964-3313
Email: zack@CloudCommerce.com