001-38248
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46-3951329
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4521 Sharon Road, Suite 370
Charlotte, North Carolina
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28211
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(Address of Principal Executive Offices)
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(Zip Code)
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Exhibit No.
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Description
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Press
Release of RumbleOn, Inc., dated November 9, 2017.
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RUMBLEON, INC.
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Date:
November 9, 2017
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By:
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/s/
Steven R.
Berrard
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Steven
R. Berrard
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Chief
Financial Officer
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Three-months
ended
September
30,
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Nine-months
ended
September
30,
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||
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2017
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2016
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2017
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2016
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Revenue:
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Used vehicle
sales:
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Consumer
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$1,626,864
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$-
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$1,626,864
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$-
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Dealer
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1,745,948
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-
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1,745,948
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-
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Auction
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171,560
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-
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253,500
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-
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Other sales and
revenue
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134,573
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-
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134,573
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-
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Subscription and
other fees
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27,197
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-
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100,668
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-
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Total
Revenue
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3,706,142
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-
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3,861,553
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-
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Cost of
Revenue
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3,478,124
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-
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3,627,455
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-
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Selling, general
and administrative
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2,326,043
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36,706
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4,690,216
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58,135
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Depreciation and
amortization
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129,277
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475
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302,697
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1,425
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Total
expenses
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5,933,444
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37,181
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8,620,368
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59,560
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Operating
loss
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(2,227,302)
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(37,181)
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(4,758,815)
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(59,560)
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Interest
expense
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90,201
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2,878
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373,808
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7,431
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Net
loss before provision for income taxes
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(2,317,503)
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(40,059)
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(5,132,623)
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(66,991)
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Benefit
for income taxes
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-
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-
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-
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-
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Net
loss
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$(2,317,503)
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$(40,059)
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$(5,132,623)
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$(66,991)
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Weighted
average number of common shares outstanding – basic and fully
diluted
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10,018,541
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5,500,000
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9,105,429
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5,500,000
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Net
loss per share – basic and fully diluted
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$(0.23)
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$(0.01)
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$(0.56)
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$(0.01)
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ASSETS
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Balance
at
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September 30,
2017
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December 31,
2016
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Current
assets:
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Cash
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$656,220
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$1,350,580
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Accounts
Receivable
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320,575
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-
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Vehicle
Inventory
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1,244,658
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-
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Prepaid
expense
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123,513
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1,667
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Other
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174,419
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-
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Total current
assets
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2,519,385
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1,352,247
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Property and
Equipment - Net of Accumulated Depreciation
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2,166,326
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-
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Goodwill
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3,240,000
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-
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Intangible Assets,
net
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121,765
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45,515
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Total
assets
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$8,047,476
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$1,397,762
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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Current
liabilities:
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Accounts payable
and accrued liabilities
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$1,902,543
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$219,101
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Accrued interest
payable
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17,998
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-
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Current portion of
long term debt
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1,510,274
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-
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Other current
liabilities
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-
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-
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Total
current liabilities
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3,430,815
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219,101
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Long
term liabilities:
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Notes
payable
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1,414,937
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1,282
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Accrued interest
payable - related party
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21,736
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5,508
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Deferred tax
liability
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-
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78,430
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Total long-term
liabilities
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1,436,673
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85,220
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Total
liabilities
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4,867,488
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304,321
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Commitments
and Contingencies
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Stockholders'
equity:
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Preferred stock,
$0.001 par value, 10,000,000 shares authorized, no shares issued
and outstanding as of September 30, 2017 and December 31,
2016
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-
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-
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Common A stock,
$0.001 par value, 1,000,000 shares authorized, 1,000,000 shares
issued and outstanding as of September 30, 2017 and none
outstanding at December 31, 2016
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1,000
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-
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Common B stock,
$0.001 par value, 99,000,000 shares authorized, 9,018,541 and
6,400,000 shares issued and outstanding as of September 30, 2017
and December 31, 2016
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9,019
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6,400
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Additional paid in
capital
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8,749,566
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1,534,015
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Subscriptions
receivable
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(1,000)
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(1,000)
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Accumulated
deficit
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(5,578,597)
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(445,974)
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Total
stockholders' equity
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3,179,988
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1,093,441
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Total
liabilities and stockholders' equity
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$8,047,476
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$1,397,762
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Nine-months
ended
September
30,
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2017
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2016
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
loss
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$(5,132,623)
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$(66,991)
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Adjustments to
reconcile net income
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to net cash used in
operating activities:
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Depreciation and
amortization
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302,697
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1,425
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Amortization of
debt discount
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91,877
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-
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Interest expense on
conversion of debt
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196,076
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-
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Share based
compensation expense
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287,550
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-
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Changes
in operating assets and liabilities:
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Increase in prepaid
expenses
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(121,846)
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(4,167)
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Increase in
inventory
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(1,244,658)
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Increase in
accounts receivable
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(320,575)
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-
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Increase in other
current assets
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(174,419)
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-
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Increase in
accounts payable and accrued liabilities
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1,683,442
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18,095
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Increase in accrued
interest payable - related party
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43,351
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(10,478)
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Net
cash used in operating activities
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(4,389,128)
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(62,116)
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CASH
FLOWS FROM INVESTING ACTIVITIES
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Cash used for
acquisitions
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(750,000)
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-
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Technology
development
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(435,097)
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-
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Purchase of
property and equipment
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(600,175)
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-
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Net
cash used in investing activities
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(1,785,272)
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-
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Proceeds from note
payable
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2,167,000
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214,358
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Repayments for note
payable - related party
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-
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(158,000)
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Proceeds from sale
of common stock
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3,313,040
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7,000
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Net
cash provided by financing activities
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5,480,040
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63,358
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NET
CHANGE IN CASH
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(694,360)
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1,242
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CASH
AT BEGINNING OF PERIOD
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1,350,580
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3,713
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CASH
AT END OF PERIOD
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$656,220
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$4,955
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