2019 Report WhiteClouds

Filed on June 08, 2020

Dear investors,

We were extremely pleased with our 2019 results.  Our main goal for 2019 was getting to profitability and we accomplished that in 4 different months.  Financially, 2020 started off very strong and we were optimistic that continued profitability would continue throughout 2020.  The COVID-19 pandemic changed that.  March 2020 was a really tough month for us, but April rebounded and we think the worst has past.   We have been really pleased with the results of our team pivoting the business to temporarily produce face shields for medical professionals (over 65,000 and counting).  We are still fabricating face shields but are now working towards getting back to our normal business.  We are seeing some signs of life coming back from our customers, but we know this will take time to get to a normal flow.  We are really excited for our future.  

We need your help!

We were really pleased with the support shown to us during these crazy COVID-19 times.  Many of our investors stepped up and made orders with our new face shield fabrication initiatives.  We also had many of our investors supply us with new sales leads.  Please keep spreading the word about what we are doing at WhiteClouds.  We are considering another round of funding in the June time frame.  We would love to have you participate in our next round.  Thanks, 


Jerry Ropelato


Lesa May


How did we do this year?

Report Card

☺ The Good

  • Top Tier Customers

  • Improved EBITDA

  • Broader customer mix

☹ The Bad

  • Profitability in every month.

  • The move to our new location took longer than anticipated

  • Selling off our old equipment - it didn't retain any value.

2019 At a Glance

January 1 to December 31

cash register full of money

$2,201,273 [25%]


money on fire


Net Loss

i owe you note

$1,204,183 [82%]

Short Term Debt

whiteboard of nonsense


Raised in 2019

money in wallet


Cash on Hand
As of 02/ 2/22

  • Net Margin: -17%
  • Gross Margin: 79%
  • Return on Assets: -119%
  • Earnings per Share: -$0.01
  • Revenue per Employee: $53,690
  • Cash to Assets: 1%
  • Revenue to Receivables: 1,790
  • Debt Ratio: 1,025%

We Our 1,013 Investors

Thank You For Believing In Us

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Thank You!

From the WhiteClouds Team

Jerry Ropelato

Jerry Ropelato


Jerry founded Purch, an Internet Technology Media company, which exited for $172M. His career has spanned IT, product development, and manufacturing. He has a BS in Technology, has authored two technology books, and loves to coach basketball.

Jared Page

Jared Page

VP of Marketing

Jared has 25 years experience in design and marketing and 10+ years experience as Director of Revenue Optimization and Website General Manager. He was a co-founder of $172M Purch. He has a BA in Graphic Design and breeds dart frogs as a hobby.

Garrett Douglas

Garrett Douglas

VP of Sales

16 years of sales experience. 10+ years in sales management and developing processes. 15 years in the office technology / printer supply industry. He loves basketball, pickleball, and outdoor sports.

Lesa May

Lesa May


25+ years of working accounting experience. 25+ years of management experience. Set-up 17 companies with new accounting programs to increase efficiency and accuracy of information. BS Degree in accounting.

Wayne Ropelato

Wayne Ropelato

Production Manager

Prior to 5 years of 3D Production management at WhiteClouds, Wayne has spent decades in management in Ecommerce Operations, Warehousing, Manufacturing, and Autobody. Wayne has an AS in Automotive Engineering and is an avid golfer.

Kelly Root

Kelly Root

3D Digital Design Manager

15 years of digital 3D experience. 7 years in design management. Kelly has a BA in Film and Media Arts with an emphasis in Computer Animation.


The Board of Directors

Director Occupation Joined
Lesa May Accounting @ WhiteClouds 2018
Jerry Ropelato Technology @ WhiteClouds 2013
Darinda Ropelato Retired @ None 2019


Officer Title Joined
Lesa May Controller 2018
Jerry Ropelato CEO, President 2013
Voting Power
Holder Securities Held Voting Power
Jerry Ropelato 13,400,352 Common Stock 29.6%
Jerry Ropelato and Family Enterprise 40,998,683 Common Stock 64.1%

Past Equity Fundraises

Date Amount Security Exemption
01/2013 $500,000 Common Stock Section 4(a)(2)
05/2013 $2,500,000 Section 4(a)(2)
12/2015 $600,000 Section 4(a)(2)
01/2016 $3,844,000 Section 4(a)(2)
01/2017 $321,000 Section 4(a)(2)
04/2017 $1,300,000 Section 4(a)(2)
07/2017 $1,070,000 4(a)(6)
03/2018 $80,000 Section 4(a)(2)
06/2018 $180,000 Section 4(a)(2)
09/2018 $228,029 4(a)(6)
04/2019 $246,974 4(a)(6)
08/2019 $200,000 Common Stock Regulation D, Rule 506(b)
04/2020 $267,400 Other
01/2021 $267,475 Other
12/2021 $1,105,374 Section 4(a)(2)
05/2022 $82,600 4(a)(6)
The use of proceeds is to fund general operations.

Convertible Note Outstanding

Issued Amount Interest Discount Valuation Cap Maturity
12/26/2015 $600,000
8.0% 0.0% None 12/25/2017
01/23/2016 $3,844,000
8.0% 0.0% None 01/01/2018
01/28/2017 $321,000
8.0% 0.0% None 01/27/2019
03/05/2018 $80,000
8.0% 20.0% $18,000,000 03/05/2020

Outstanding Debts

Lender Issued Amount Oustanding Interest Maturity Current?
Connect VC
04/17/2017 $1,300,000 $859,160
8.0% 05/21/2019 Yes
Jerry Ropelato
06/30/2018 $180,000 $0
0.0% 06/30/2019 Yes
PPP Loan
04/20/2020 $267,400 $0
0.0% 09/30/2020
PPP Loan
01/28/2021 $267,475 $0
0.0% 12/31/2021
Jerry Ropelato
12/31/2021 $1,105,374 $1,105,374
0.0% 12/31/2022 Yes

Related Party Transactions

Key Value
NameJerry Ropelato
Amount Invested$180,000
Transaction typeLoan
Outstanding principal plus interest$180,000 as of 07/2018
Interest0.0 per annum
Current with paymentsYes

Capital Structure

Class of Security Securities
(or Amount)
(or Amount)
Preferred Stock 50,000,000 0 No
Common Stock 80,000,000 52,477,486 Yes
Securities Reserved for
Issuance upon Exercise or Conversion
Warrants: 3
Options: 4

Form C Risks:

Our management team has limited experience in the 3D Printing industry and has not managed a business with similar risks and challenges specific to our business.

While the Company believes in good faith that its business plans have a reasonable chance of success, the operations of the Company are ultimately speculative and involve the possibility of a total loss of investment, due to any number of considerations. Investment is suitable only for individuals who are financially able to withstand total loss of their investment.

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

We may face potential difficulties in obtaining outside capital from venture capital or investment firms.

In order for the Company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience.

The Company could be negatively impacted if found to have infringed on intellectual property rights.

Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of the products can lead to injury or other adverse events.

The Company’s success depends on the experience and skill of its executive officers and key employees.

Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving the Company’s products and services and maintaining the integrity of the data that supports the safety and efficacy of our products.

Through our operations, we collect and store certain personal information that our customers provide to purchase products or services, register on our web site, or otherwise communicate and interact with us.

Changes in employment laws or federal or state regulations could negatively impact or harm our performance.

From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights.

Although dependent on certain key personnel, the Company does not have any key man life insurance policies on any such people.

We rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and increasing operating costs.

We rely on agreements with third parties to provide certain services, goods, technology, and intellectual property rights necessary to enable us to implement some of our applications, products, and services.

As 3D Printing technology changes, we may need to invest in additional technologies which may have an effect on our business.

If we fail to maintain or expand our relationships with our suppliers and manufacturers, we may not have adequate access to new or key technology necessary for our products, which may impair our ability to deliver leading-edge products and services.

Cyclical and seasonal fluctuations in the economy, in internet usage and in traditional retail shopping may have an effect on our business.

We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies.

At some future date, we may be subject to healthcare PHI data and HIPAA requirements that may require additional investment, expertise, consulting expense, employee hires that may have additional risks and challenges specific to our business.

Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue.

Our failure to deliver high quality 3D Prints could damage our reputation and diminish demand for our products.

If we do not respond to technological changes or upgrade our technology systems, our growth prospects and results of operations could be adversely affected.

The market for technology companies is not predictable. While we may be able to sell the company for its technology, client relationships, team or other factors, there is no guarantee that it can be sold, nor that it will become profitable, nor that it will reach an Initial Public Offering (IPO). Even if those do occur, there is no guarantee that investor returns will be positive.

The Company will depend on the performance of distributors, retailers, and other resellers in promoting our products and services.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.

We currently obtain consumables and certain equipment parts from single or limited sources, and are subject to significant supply and pricing risks.

We do not plan to pay dividends to its shareholders in the near future and there is no guarantee it will ever receive any profit from its operations so as to be able to declare and pay dividends to its shareholders.

We may experience substantial competition in the future from companies that have more financial capabilities and resources.

The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions. Our securities may not be marketable in the foreseeable future.

We may not have sufficient product liability insurance to cover potential damages that may arise from legal suits or litigation.

Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.

We may be subject to future governmental regulations. Aspects of our business and our products may be regulated at the local, state, and federal levels. Our products may be subject to state, local and Federal environmental laws and regulations, including those relating to the handling and storage of hazardous materials. We and our products may also be subject to significant governmental regulation relating to labor conditions, safety in the workplace, healthcare and other human resource issues. The nature and scope of future legislation, regulations and programs cannot be predicted. While we anticipate that we and our products will be in compliance with all applicable governmental regulations, there still may be risks that such laws and regulations may change with respect to present or future operations. Such additional costs would increase the cost of investments and operations and decrease the demand for products and services. We and our products will be ultimately responsible for compliance with such regulations and for obtaining and maintaining all required permits and licenses. Such compliance may be time consuming and costly, and such expenses may materially affect our future ability to break even or generate profits.

The company intends to use a significant portion of the proceeds from the offering for unspecified working capital. The offering proceeds will be used by the Company in the ways management deems most effective towards the Company’s goals. This means that although we definitely have plans for the proceeds (focused on sales, marketing, and product development) the Company will have ultimate discretion to use the proceeds as it sees fit and the Company has chosen not to limit the Company’s use of the funds to specific uses that investors could evaluate. Such portion of the proceeds from this offering will be used for the purpose that the company’s management deems to be in its best interest in order to address changed circumstances or opportunities. As a result of the foregoing, the Company’s success will be substantially dependent upon its discretion and judgement with respect to application and allocation of such portion of the proceeds of this Offering. The company may choose to use the proceeds in the manner that the investors do not agree with and investor may have no recourse. A use of proceeds that does not further the Company’s business and goals could harm the Company and its operations, and ultimately cause an investor to lose all or portion of his or her investment.

Description of Securities for Prior Reg CF Raise

Additional issuances of securities. Following the Investor’s investment in the Company, the Company may sell interests to additional investors, which will dilute the percentage interest of the Investor in the Company. The Investor may have the opportunity to increase its investment in the Company in such a transaction, but such opportunity cannot be assured. The amount of additional financing needed by the Company, if any, will depend upon the maturity and objectives of the Company. The declining of an opportunity or the inability of the Investor to make a follow-on investment, or the lack of an opportunity to make such a follow-on investment, may result in substantial dilution of the Investor’s interest in the Company. Issuer repurchases of securities. The Company may have authority to repurchase its securities from shareholders, which may serve to decrease any liquidity in the market for such securities, decrease the percentage interests held by other similarly situated investors to the Investor, and create pressure on the Investor to sell its securities to the Company concurrently. A sale of the issuer or of assets of the issuer. As a minority owner of the Company, the Investor will have limited or no ability to influence a potential sale of the Company or a substantial portion of its assets. Thus, the Investor will rely upon the executive management of the Company and the Board of Directors of the Company to manage the Company so as to maximize value for shareholders. Accordingly, the success of the Investor’s investment in the Company will depend in large part upon the skill and expertise of the executive management of the Company and the Board of Directors of the Company. If the Board Of Directors of the Company authorizes a sale of all or a part of the Company, or a disposition of a substantial portion of the Company’s assets, there can be no guarantee that the value received by the Investor, together with the fair market estimate of the value remaining in the Company, will be equal to or exceed the value of the Investor’s initial investment in the Company. Transactions with related parties. The Investor should be aware that there will be occasions when the Company may encounter potential conflicts of interest in its operations. On any issue involving conflicts of interest, the executive management and Board of Directors of the Company will be guided by their good faith judgement as to the Company’s best interests. The Company may engage in transactions with affiliates, subsidiaries or other related parties, which may be on terms which are not arm’s-length, but will be in all cases consistent with the duties of the management of the Company to its shareholders. By acquiring an interest in the Company, the Investor will be deemed to have acknowledged the existence of any such actual or potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest.

Minority Ownership

An Investor in the Company will likely hold a minority position in the Company, and thus be limited as to its ability to control or influence the governance and operations of the Company.

The marketability and value of the Investor’s interest in the Company will depend upon many factors outside the control of the Investor. The Company will be managed by its officers and be governed in accordance with the strategic direction and decision-making of its Board Of Directors, and the Investor will have no independent right to name or remove an officer or member of the Board Of Directors of the Company.

Following the Investor’s investment in the Company, the Company may sell interests to additional investors, which will dilute the percentage interest of the Investor in the Company. The Investor may have the opportunity to increase its investment in the Company in such a transaction, but such opportunity cannot be assured.

The amount of additional financing needed by the Company, if any, will depend upon the maturity and objectives of the Company. The declining of an opportunity or the inability of the Investor to make a follow-on investment, or the lack of an opportunity to make such a follow-on investment, may result in substantial dilution of the Investor’s interest in the Company.

Exercise of Rights Held by Principal Shareholders

As holders of a majority-in-interest of voting rights in the Company, the shareholders may make decisions with which the Investor disagrees, or that negatively affect the value of the Investor’s securities in the Company, and the Investor will have no recourse to change these decisions. The Investor’s interests may conflict with those of other investors, and there is no guarantee that the Company will develop in a way that is optimal for or advantageous to the Investor.

For example, the shareholders may change the terms of the articles of incorporation for the company, change the terms of securities issued by the Company, change the management of the Company, and even force out minority holders of securities. The shareholders may make changes that affect the tax treatment of the Company in ways that are unfavorable to you but favorable to them. They may also vote to engage in new offerings and/or to register certain of the Company’s securities in a way that negatively affects the value of the securities the Investor owns. Other holders of securities of the Company may also have access to more information than the Investor, leaving the Investor at a disadvantage with respect to any decisions regarding the securities he or she owns. The shareholders have the right to redeem their securities at any time. Shareholders could decide to force the Company to redeem their securities at a time that is not favorable to the Investor and is damaging to the Company. Investors’ exit may affect the value of the Company and/or its viability. In cases where the rights of holders of convertible debt, SAFES, or other outstanding options or warrants are exercised, or if new awards are granted under our equity compensation plans, an Investor’s interests in the Company may be diluted. This means that the pro-rata portion of the Company represented by the Investor’s securities will decrease, which could also diminish the Investor’s voting and/or economic rights. In addition, as discussed above, if a majority-in-interest of holders of securities with voting rights cause the Company to issue additional stock, an Investor’s interest will typically also be diluted. Based on the risks described above, the Investor could lose all or part of his or her investment in the securities in this offering, and may never see positive returns.

Restrictions on Transfer

The securities offered via Regulation Crowdfunding may not be transferred by any purchaser of such securities during the one year period beginning when the securities were issued, unless such securities are transferred:

  • to the issuer;
  • to an accredited investor
  • as part of an offering registered with the U.S. Securities and Exchange Commission; or
  • to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.

Valuation Methodology for Prior Reg CF Raise

The offering price for the securities offered pursuant to this Form C has been determined arbitrarily by the Company, and does not necessarily bear any relationship to the Company’s book value, assets, earnings or other generally accepted valuation criteria. In determining the offering price, the Company did not employ investment banking firms or other outside organizations to make an independent appraisal or evaluation. Accordingly, the offering price should not be considered to be indicative of the actual value of the securities offered hereby.

The initial amount invested in a SAFE is determined by the investor, and we do not guarantee that the SAFE will be converted into any particular number of shares of Preferred Stock . As discussed in Question 13, when we engage in an offering of equity interests involving Preferred Stock , Investors may receive a number of shares of Preferred Stock calculated as either (i) the total value of the Investor’s investment, divided by the price of the Preferred Stock being issued to new Investors, or (ii) if the valuation for the company is more than the Valuation Cap, the amount invested divided by the quotient of (a) the Valuation Cap divided by (b) the total amount of the Company’s capitalization at that time. Because there will likely be no public market for our securities prior to an initial public offering or similar liquidity event, the price of the Preferred Stock that Investors will receive, and/or the total value of the Company’s capitalization, will be determined by our board of directors . Among the factors we may consider in determining the price of Preferred Stock are prevailing market conditions, our financial information, market valuations of other companies that we believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant. In the future, we will perform valuations of our stock (including both common stock and Preferred Stock) that take into account, as applicable, factors such as the following:

  • unrelated third party valuations;
  • the price at which we sell other securities in light of the relative rights, preferences and privileges of those securities;
  • our results of operations, financial position and capital resources;
  • current business conditions and projections;
  • the marketability or lack thereof of the securities;
  • the hiring of key personnel and the experience of our management;
  • the introduction of new products;
  • the risk inherent in the development and expansion of our products;
  • our stage of development and material risks related to our business;
  • the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given the prevailing market conditions and the nature and history of our business;
  • industry trends and competitive environment;
  • trends in consumer spending, including consumer confidence;
  • overall economic indicators, including gross domestic product, employment, inflation and interest rates; and
  • the general economic outlook.
We will analyze factors such as those described above using a combination of financial and market-based methodologies to determine our business enterprise value. For example, we may use methodologies that assume that businesses operating in the same industry will share similar characteristics and that the Company’s value will correlate to those characteristics, and/or methodologies that compare transactions in similar securities issued by us that were conducted in the market.


WhiteClouds, Inc.
  • Utah Corporation
  • Organized January 2013
  • 41 employees
1186 E. 4600 S.
Suite 400
Ogden UT 84403 https://www.whiteclouds.com/

Business Description

Refer to the WhiteClouds profile.

EDGAR Filing

The Securities and Exchange Commission hosts the official version of this annual report on their EDGAR web site. It looks like it was built in 1989.

Compliance with Prior Annual Reports

WhiteClouds has previously not complied with the reporting requirements under Rule 202 of Regulation Crowdfunding.

Delayed filing.

All prior investor updates

You can refer to the company's updates page to view all updates to date. Updates are for investors only and will require you to log in to the Wefunder account used to make the investment.

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