RumbleOn, Inc. - FORM S-1

Attached files

file	filename
EX-23.2 - CONSENTS OF EXPERTS AND COUNSEL - RumbleOn, Inc.	rmbl_ex232.htm
EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - RumbleOn, Inc.	rmbl_ex231.htm
EX-21.1 - SUBSIDIARIES OF THE REGISTRANT - RumbleOn, Inc.	rmbl_ex211.htm
EX-5.1 - OPINION ON LEGALITY - RumbleOn, Inc.	rmbl_ex51.htm

As filed with the Securities and Exchange Commission on June 29, 2017

Registration No. 333-_________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RumbleON, Inc.

(Exact Name of registrant as specified in its charter)

Nevada	7371	46-3951329
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

4521 Sharon Road

Suite 370

Charlotte, North Carolina 28211

Telephone: (704) 448-5240

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

________________

Marshall Chesrown

Chairman and Chief Executive Officer

RumbleON, Inc.

4521 Sharon Road

Suite 370

Charlotte, North Carolina 28211

Telephone: (704) 448-5240

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

________________

Please send a copy of all communications to:

Michael Francis

Christina C. Russo

Akerman LLP

350 East Las Olas Boulevard

Suite 1600

Fort Lauderdale, Florida 33301

Telephone: (954) 463-2700

________________

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act ☒

________________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(2)
Shares of Class B Common Stock, par value $0.001 per share	8,993,541(1)	$6.50	$58,458,017	$6,776

(1)

The officers, directors and certain stockholders of RumbleON, Inc. have entered into a Lock-up Agreement that restricts the sale of the company's common stock by them pursuant to this registration statement or otherwise through December 31, 2017. An aggregate of 6,848,800 shares of Class B Common Stock registered hereby are subject to this Lock-up Agreement.

(2)

Estimated solely for the purpose of calculating the registration fee under Rule 457(c) under the Securities Act of 1933, as amended.

________________

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JUNE 29, 2017.

PROSPECTUS

8,993,541 shares of Class B Common Stock

RumbleON, Inc.

The selling stockholders may offer and sell from time to time up to an aggregate of 8,993,541 shares of RumbleON, Inc. Class B common stock (the "Class B Common Stock") that they own. For information concerning the selling stockholders and the manner in which they may offer and sell shares of Class B Common Stock, see “Selling Stockholders” and “Plan of Distribution” in this prospectus.

We are not selling any securities under this prospectus and we will not receive any proceeds from the sale by the selling stockholders of their shares of Class B Common Stock.

Our Class B Common Stock is traded on the OTCQB Market under the symbol “RMBL.” On June 28, 2017, the last reported sale price for our Class B Common Stock was $6.50 per share.

Investing in shares of our Class B Common Stock involves a high degree of risk. See the section titled “Risk Factors,” which begins on page 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus. We have not authorized any dealer, salesperson or other person to provide you with information concerning us, except for the information contained in this prospectus. The information contained in this prospectus is complete and accurate only as of the date on the front cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of any common stock. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is [●], 2017

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
THE OFFERING	2
RISK FACTORS	3
USE OF PROCEEDS	15
DILUTION	15
SELLING STOCKHOLDERS	16
DESCRIPTION OF BUSINESS	18
DESCRIPTION OF PROPERTY	23
LEGAL PROCEEDINGS	23
MARKET PRICE AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR RUMBLEON	25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR NEXTGEN	34
FORWARD-LOOKING STATEMENTS	37
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	40
DIRECTORS AND EXECUTIVE OFFICERS	40
EXECUTIVE COMPENSATION	44
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	48
PLAN OF DISTRIBUTION	49
DESCRIPTION OF SECURITIES TO BE REGISTERED	50
INTERESTS OF NAMED EXPERTS AND COUNSEL	50
LEGAL MATTERS	51
EXPERTS	51
HOW TO GET MORE INFORMATION	51
INDEX TO FINANCIAL STATEMENTS	F-1
INDEX TO PRO FORMA FINANCIAL STATEMENT	PF-1

PROSPECTUS SUMMARY

This summary does not contain all of the information that is important to you. You should read the entire prospectus, including the Risk Factors and our consolidated financial statements and related notes appearing elsewhere in this prospectus before making an investment decision.

Our Business

RumbleON, Inc., a Nevada corporation, is an early stage company with a business plan to create a unique, capital light, and disruptive e-commerce platform facilitating the ability of both consumers and dealers to Buy-Sell-Trade-Finance pre-owned recreation vehicles. It is our goal to have the platform recognized as the most trusted and effective solution for the sale, acquisition, and distribution of recreation vehicles and provide users an efficient, fast, transparent, and engaging experience. Our initial focus is the market for 650cc and larger on road motorcycles, particularly those concentrated in the Harley-Davidson brand; we will look to extend to other brands and additional vehicle types and products as the platform matures. In this Registration Statement on Form S-1, we refer to RumbleON, Inc. as “RumbleON,” “RMBL,” the “Company,” “we,” “us,” and “our,” and similar words.

Serving both consumers and dealers, the Company makes cash offers for the purchase of their vehicles and provides, or is developing, the flexibility for customers to trade, list, or auction their vehicle through the website and mobile application of the Company and our dealer partners. In addition, the Company intends to continue expanding its inventory of vehicles as well as add financing and related products to its offerings. The Company’s operations are designed to be scalable by leveraging our technology and working through an infrastructure and capital light model that is achievable by virtue of a synergistic relationship with dealers. The Company will utilize dealer partners in the acquisition of motorcycles as well as to provide inspection, reconditioning and distribution services. Correspondingly, the Company will earn fees and transaction income, and dealer partners will earn incremental revenue and enhance profitability through increased sales, leads, and fees from inspection, reconditioning and distribution programs.

The Company’s business plan is currently driven by a technology platform that it acquired on February 8, 2017 (the “NextGen Acquisition”) from NextGen Dealer Solutions, LLC (“NextGen”), which the Company owns and operates through its wholly-owned subsidiary NextGen Pro, LLC (“NextGen Pro”). The NextGen technology platform will provide integrated appraisal, inventory management, customer relationship management (“CRM”), lead management, equity mining, and other key services necessary to drive the online marketplace.

With its new online platform, the Company intends to (1) offer consumers or dealers cash for the purchase of their vehicles, (2) provide the flexibility for consumers or dealers to trade, list, or auction their vehicle through the Company and its dealer partners, and (3) offer a large inventory of vehicles for sale on its website as well as financing and associated products. The Company will earn fees and transaction income, while its dealer partners earn incremental revenue and enhance profitability through increased sales leads as well as income from inspection, reconditioning and distribution programs.

Our principal executive offices are located at 4521 Sharon Road, Suite 370, Charlotte, North Carolina 28211 and our telephone number is (704) 448-5240. Our Internet website is www.rumbleon.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, under the Investor Relations tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission ("SEC"). You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.

THE OFFERING

Common Stock Offered:		The selling stockholders may offer from time to time up to an aggregate of 8,993,541 shares of our Class B Common Stock. Our officers, directors, and certain stockholders have entered into a Lock-up Agreement that restricts the sale of our common stock by them pursuant to this registration statement or otherwise through December 31, 2017. An aggregate of 6,848,800 shares of Class B Common Stock registered hereby are subject to this Lock-up Agreement.

Outstanding Shares of Class B Common Stock:		As of June 28, 2017, 9,018,541 shares of our Class B Common Stock were issued and outstanding.

Use of Proceeds:		We are not selling any securities under this prospectus and we will not receive any proceeds from any sale of shares by the selling stockholders.

RISK FACTORS

Investing in our common stock involves a high degree of risk. Investors should carefully consider the risks described below and all of the other information set forth in this Registration Statement on Form S-1, including our financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our common stock. If any of the events or developments described below occur, our business, financial condition, or results of operations could be materially or adversely affected. As a result, the market price of our common stock could decline, and investors could lose all or part of their investment.

Risks Related to Our Business

We have a limited operating history and we cannot assure you the Company will achieve or maintain profitability.

Our business model is unproven and we have a limited operating history. We are only in the initial development stage of our business. We expect to make significant investments in the further development and expansion of our business and these investments may not result in the successful development, operation, or growth of our business on a timely basis or at all. We may not generate sufficient revenue and we may incur significant losses in the future for a number of reasons, including a lack of demand for our products and services, increasing competition, weakness in the motorcycle, power sport, and other recreational vehicle industries generally, as well as other risks described in these Risk Factors, and we may encounter unforeseen expenses, difficulties, complications and delays, and other unknown factors relating to the development and operation of our business. Accordingly, we may not be able to successfully develop and operate our business, generate revenue, or achieve or maintain profitability.

The initial development and progress of our business to date may not be indicative of our future growth prospects and, if we continue to grow rapidly, we may not be able to manage our growth effectively.

We expect that, in the future, as our revenue increases, our rate of growth will decline. In addition, we will not be able to grow as fast or at all if we do not accomplish the following:

●

maintain and grow our dealer relationships and network;

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increase the number of users of our products and services, and in particular the number of unique visitors to our website and our branded mobile applications;

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increase the number of transactions between our users and both RumbleON and our dealer networks;

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introduce third party ancillary products and services;

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acquire sufficient number of vehicles at attractive cost; and

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sell sufficient number of vehicles at acceptable prices.

We may not successfully accomplish any of these objectives. We plan to continue our investment in future growth. We expect to continue to expend substantial financial and other resources on:

●

marketing and advertising;

●

product and service development; including investments in our website, business processes, infrastructure, inventory, product and service development team and the development of new products and services and new features for existing products; and

●

general administration, including legal, accounting and other compliance expenses related to being a public company.

In addition, our anticipated growth may place and may continue to place significant demands on our management and our operational and financial resources. As we grow, we expect to hire additional personnel. Also, our organizational structure will become more complex as we add additional staff, and we will need to ensure we adequately develop and maintain operational, financial and management controls as well as our reporting systems and procedures.

Our auditor’s report reflects the fact that the ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately the achievement of significant operating revenue. If we are unable to continue as a going concern, you will lose your investment.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our auditor’s report reflects that the ability of the Company to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock or through other debt or equity financings and, ultimately, the achievement of significant operating revenue. If we are unable to continue as a going concern, stockholders will lose their investment. We will be required to seek additional capital to fund future growth and expansion. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms acceptable to us. Moreover, favorable financing may be dilutive to investors.

We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If capital is not available on terms acceptable to us or at all, we may not be able to develop and grow our business as anticipated and our business, operating results and financial condition may be harmed.

We intend to continue to make investments to support the development and growth of our business and, we may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. Accordingly, we may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when we need them, on terms that are acceptable to us, or at all. Volatilityin the credit markets may also have an adverse effect on our ability to obtain debt financing. Also, the incurrence of leverage, the debt service requirements resulting therefrom, and the possibility of a need for financing or any additional financing could have important and negative consequences, including the following: (a) the Company’s ability to obtain additional financing for working capital, capital expenditures, or general corporate or other purposes may be impaired in the future; (b) certain future borrowings may be at variable rates of interest, which will expose the Company to the risk of increased interest rates; (c) the Company may need to use a portion of the money it earns to pay principal and interest on their credit facilities, which will reduce the amount of money available to finance operations and other business activities, repay other indebtedness, and pay distributions; and (d) substantial leverage may limit the Company’s flexibility to adjust to changing economic or market conditions, reduce their ability to withstand competitive pressures and make them more vulnerable to a downturn in general economic conditions.

If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results, financial condition and prospects could be adversely affected.

If key industry participants, including recreation vehicle dealers and recreation vehicle manufacturers, perceive us in a negative light or our relationships with them suffer harm, our ability to operate and grow our business and our financial performance may be damaged.

We anticipate that we will derive a significant portion of or revenue from fees paid by existing recreation vehicle dealers for dealer services we may provide them. In addition, we intend to utilize a select set of dealers to perform services for our benefit, including, among other things, vehicle reconditioning, vehicle storage and vehicle photography. If our relationships with our network of dealers suffer harm in a manner that leads to the departure of these dealers from our network, then our ability to operate our business, grow revenue, and lower our costs will be adversely affected.

We cannot assure you that we will maintain strong relationships with the dealers in our network or that we will not suffer dealer attrition in the future. We may also have disputes with dealers from time to time, including relating to the collection of fees from them and other matters. We may need to modify our products, change pricing or take other actions to address dealer concerns in the future. If we are unable to create and maintain a compelling value proposition for dealers to become and remain dealers, our dealer network will not grow and may begin to decline. If a significant number of these dealers decided to leave our network or change their financial or business relationship with us, then our business, growth, operating results, financial condition and prospects would suffer. Additionally, if we are unable to add dealers to our network, our growth could be impaired.

We may be unable to maintain or grow relationships with information data providers or may experience interruptions in the data feeds they provide, which may limit the information that we are able to provide to our users and dealers as well as adversely affect the timeliness of such information and may impair our ability to attract or retain consumers and our dealers and to timely invoice all parties.

We expect to receive data from third-party data providers, including our network of dealers, dealer management system data feed providers, data aggregators and integrators, survey companies, purveyors of registration data and possibly others. There may be some instances in which we use this information to collect a transaction fee from those dealers and recognize revenue from the related transactions.

From time to time, we may experience interruptions in one or more data feeds that we receive from third-party data providers, particularly dealer management system data feed providers, in a manner that affects our ability to timely invoice the dealers in our network. These interruptions may occur for a number of reasons, including changes to the software used by these data feed providers and difficulties in renewing our agreements with third-party data feed providers. Additionally, when an interruption ceases, we may not always be able to collect the appropriate fees and any such shortfall in revenue could be material to our operating results.

If we suffer a significant interruption in our ability to gain access to third-party data, our business and operating results will suffer.

Our business also relies on our ability to analyze significant amounts of data in a timely manner. The effectiveness of our user acquisition efforts depends in part on the availability of data relating to existing and potential users of our platform. If we experience a material disruption in the data provided to us or if third-party data providers terminate their relationship with us, the quality of this information may suffer, and our business, results of operations and financial conditions could be materially and adversely affected.

The success of our business relies heavily on our marketing and branding efforts, especially with respect to the RumbleON website and our branded mobile applications, and these efforts may not be successful.

We believe that an important component of our development and growth will be the business derived from the RumbleON website and our branded mobile applications. Because RumbleON is a consumer brand, we rely heavily on marketing and advertising to increase the visibility of this brand with potential users of our products and services.

Our business model relies on our ability to scale rapidly and to decrease incremental user acquisition costs as we grow. Some of our methods of marketing and advertising may not be profitable because they may not result in the acquisition of a sufficient users visiting our website and mobile applications such that we may recover these costs by attaining corresponding revenue growth. If we are unable to recover our marketing and advertising costs through increases in user traffic and in the number of transactions by users of our platform, it could have a material adverse effect on our growth, results of operations and financial condition.

The failure to develop and maintain our brand could harm our ability to grow unique visitor traffic and to expand our dealer network.

Developing and maintaining the RumbleON brand will depend largely on the success of our efforts to maintain the trust of our users and dealers and to deliver value to each of our users and dealers. If our potential users perceive that we are not focused primarily on providing them with a better recreation vehicle buying experience, our reputation and the strength of our brand will be adversely affected.

Complaints or negative publicity about our business practices, our marketing and advertising campaigns, our compliance with applicable laws and regulations, the integrity of the data that we provide to users, data privacy and security issues, and other aspects of our business, irrespective of their validity, could diminish users’ and dealers’ confidence in and the use of our products and services and adversely affect our brand. There can be no assurance that we will be able to develop, maintain or enhance our brand, and failure to do so would harm our business growth prospects and operating results.

We will rely on Internet search engines to drive traffic to our website, and if we fail to appear prominently in the search results, our traffic would decline and our business would be adversely affected.

We will depend in part on Internet search engines such as Google™, Bing™, and Yahoo!™ to drive traffic to our website. For example, when a user searches the internet for a particular type of recreational vehicle, we will rely on a high organic search ranking of our webpages in these search results to refer the user to our website. However, our ability to maintain high, non-paid search result rankings is not within our control. Our competitors’ Internet search engine optimization efforts may result in their websites receiving a higher search result page ranking than ours, or Internet search engines could revise their methodologies in a way that would adversely affect our search result rankings. If Internet search engines modify their search algorithms in ways that are detrimental to us, or if our competitors’ efforts are more successful than ours, overall growth in our user base could slow or our user base could decline. Internet search engine providers could provide recreation vehicle dealer and pricing information directly in search results, align with our competitors or choose to develop competing services. Any reduction in the number of users directed to our website through Internet search engines could harm our business and operating results.

A significant disruption in service on our website or of our mobile applications could damage our reputation and result in a loss of consumers, which could harm our business, brand, operating results, and financial condition.

Our brand, reputation and ability to attract consumers, affinity groups and advertisers depend on the reliable performance of our technology infrastructure and content delivery. We may experience significant interruptions with our systems in the future. Interruptions in these systems, whether due to system failures, computer viruses, or physical or electronic break-ins, could affect the security or availability of our products on our website and mobile application, and prevent or inhibit the ability of consumers to access our products. Problems with the reliability or security of our systems could harm our reputation, result in a loss of consumers, dealers and affinity group marketing partners, and result in additional costs.

We intend to locate our communications, network, and computer hardware used to operate our website and mobile applications at facilities in various parts of the country to minimize the risk and create an environment where we can remain online if one of the facilities in which our equipment is housed goes offline. Nevertheless, we will not own or control the operation of these facilities, and our systems and operations will be vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, computer viruses, earthquakes, and similar events. The occurrence of any of these events could result in damage to our systems and hardware or could cause them to fail.

Problems faced by any third-party web hosting providers we may utilize could adversely affect the experience of our consumers. Any third-party web hosting providers could close their facilities without adequate notice. Any financial difficulties, up to and including bankruptcy, faced by any third-party web hosting providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict. If our third-party web hosting providers are unable to keep up with our growing capacity needs, our business could be harmed.

Any errors, defects, disruptions, or other performance or reliability problems with our network operations could cause interruptions in access to our products as well as delays and additional expense in arranging new facilities and services and could harm our reputation, business, operating results, and financial condition.

If we are unable to provide a compelling recreation vehicle buying experience to our users, the number of transactions between our users, RumbleON and dealers will decline and our revenue and results of operations will suffer harm.

We cannot assure you that we are able to provide a compelling recreation vehicle buying experience to our users, and our failure to do so will mean that the number of transactions between our users, RumbleON and dealers will decline and we will be unable to effectively monetize our user traffic. We believe that our ability to provide a compelling recreation vehicle buying experience is subject to a number of factors, including:

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our ability to launch new products that are effective and have a high degree of consumer engagement; and

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compliance of the dealers within our dealer network with applicable laws, regulations and the rules of our platform.

The growth of our business relies significantly on our ability to increase the number of dealers in our network such that we are able to increase the number of transactions between our users and dealers. Failure to do so would limit our growth.

Our ability to grow the number of dealers in our network is an important factor in growing our business. We are a new participant in the recreational vehicle industry, our business may be viewed in a negative light by recreation vehicle dealerships, and there can be no assurance that we will be able to maintain or grow the number of recreation vehicle dealers in our network.

Our ability to grow our complementary product offerings may be limited, which could negatively impact our development, growth, revenue and financial performance.

As we introduce or expand additional offerings for our platform, such as recreation vehicle trade-ins, lead management, transaction processing, financing, leasing, maintenance and insurance, we may incur losses or otherwise fail to enter these markets successfully. Our expansion into these markets may place us in competitive and regulatory environments with which we are unfamiliar and involves various risks, including the need to invest significant resources and the possibilitythat returns on such investments will not be achieved for several years, if at all. In attempting to establish such new product offerings, we may incur significant expenses and face various other challenges, such as expanding our sales force and management personnel to cover these markets and complying with complicated regulations that apply to these markets. In addition, we may not successfully demonstrate the value of these ancillary products to consumers or dealers, and failure to do so would compromise our ability to successfully expand into these additional revenue streams.

We will be relying on third-party financing providers to finance a significant portion of our customers’ vehicle purchases.

We will be relying on third-party financing providers to finance a significant portion of our customers’ vehicle purchases. Accordingly, our revenue and results of operations are partially dependent on the actions of these third parties. We will provide financing to qualified customers through a number of third-party financing providers. If one or more of these third-party providers cease to provide financing to our customers, provide financing to fewer customers or no longer provide financing on competitive terms, it could have a material adverse effect on ourbusiness, sales and results of operations. Additionally, if we were unable to replace the current third-party providers upon the occurrence of one or more of the foregoing events, it could also have a material adverse effect on our business, sales and results of operations. We will rely on third-party providers to supply Extended Protection Plan (“EPP”) products to our customers. Accordingly, our revenue and results of operations will be partially dependent on the actions of these third-parties. If one or more of these third-party providers cease to provide EPP products, make changes to their products or no longer provide their products on competitive terms, it could have a material adverse effect on our business, revenue and results of operations. Additionally, if we were unable to replace the current third-party providers upon the occurrence of one or more of the foregoing events, it could also have a material adverse effect on our business, revenue and results of operations.

Retail sales of recreational vehicles by the Company may be adversely impacted by increased supply of and/or declining prices for used recreational vehicles and excess supply of new recreational vehicles. The Company believes that when prices for used recreational vehicles have declined, it can have the effect of reducing demand among retail purchasers for new recreational vehicles (at or near manufacturer’s suggested retail prices). Further, the manufacturers of recreational vehicles can and do take actions that influence the markets for new and used recreational vehicles. For example, introduction of new models with significantly different functionality, technology or other customer satisfiers can result in increased supply of used recreational vehicles, and a decrease in the inventory of used recreational vehicles available for saleat dealers in the U.S. could result in an increased supply or decreased demand in the market for used recreational vehicles, which could result in declining prices for used recreational vehicles, and prior model-year new recreational vehicles. Also, whilehistorically manufacturers have taken steps designed to balance production volumes for its new recreational vehicles with demand, those steps may not be effective, or further manufacturers could choose to supply new recreational vehicles to the market in excess of demand at reduced prices which could also have the effect of reducing demand for used recreational vehicles. Ultimately, reduced demand among retail purchasers for new recreational vehicles leads to reduced shipments by the Company.

We rely on a number of third parties to perform certain operating and administrative functions for the Company.

We rely on a number of third parties to perform certain operating and administrative functions for us. We may experience problems with outsourced services, such as unfavorable pricing, untimely delivery of services, or poor quality. Also, these suppliers may experience adverse economic conditions due to difficulties in the global economy that could lead to difficulties supporting our operations. In light of the amount and types of functions that we will outsource, these service provider risks could have a material adverse effect on our business and results of operations.

We participate in a highly competitive market, and pressure from existing and new companies may adversely affect our business and operating results.

We face significant competition from companies that provide listings, information, lead generation, and recreation vehicle buying services designed to reach consumers and enable dealers to reach these consumers. We will compete for a share of overall recreation vehicle purchases as well as recreation vehicle dealer’s marketing and technology spend. To the extent that recreation vehicle dealers view alternative strategies to be superior to RumbleON, we may not be able to maintain or grow the number of dealers in our network, we may sell fewer recreation vehicles to users of our platform, and our business, operating results and financial condition will be harmed.

We also expect that new competitors will continue to enter the online recreation vehicle retail industry with competing products and services, which could have an adverse effect on our revenue, business and financial results.

Our competitors could significantly impede our ability to expand our network of dealers and to reach consumers. Our competitors may also develop and market new technologies that render our existing or future products and services less competitive, unmarketable or obsolete. In addition, if our competitors develop products or services with similar or superior functionality to our solutions, we may need to decrease the prices for our solutions in order to remain competitive. If we are unable to maintain our current pricing structure due to competitive pressures, our revenue will be reduced and our operating results will be negatively affected.

Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we have, and the ability to devote greater resources to the development, promotion, and support of their products and services. Additionally, they may have more extensive recreation vehicle industry relationships than we have, longer operating histories and greater name recognition. As a result, these competitors may be better able to respond more quickly to undertake more extensive marketing or promotional campaigns. If we are unable to compete with these companies, the demand for our products and services could substantially decline.

In addition, if one or more of our competitors were to merge or partner with another of our competitors, the change in the competitive landscape could adversely affect our ability to compete effectively. Our competitors may also establish or strengthen cooperative relationships withour current or future third-party data providers, technology partners, or other parties with whom we may have relationships, thereby limiting our ability to develop, improve, and promote our solutions. We may not be able to compete successfully against current or future competitors, and competitive pressures may harm our revenue, business and financial results.

Seasonality or weather trends may cause fluctuations in our unique visitors, revenue and operating results.

Our revenue trends are likely to be a reflection of consumers’ recreation vehicle buying patterns. While different types of recreation vehicles are designed for different seasons (motorcycles are typically for non-snow seasons, while snowmobiles are typically designed for winter), our revenue may be cyclical if, for example, motorcycles and motorcycle dealers represent a large percentage of our revenue. Our business will also be impacted by cyclical trends affecting the overall economy, specifically the retail recreation vehicle industry, as well as by actual or threatened severe weather events.

We collect, process, store, share, disclose and use personal information and other data, and our actual or perceived failure to protect such information and data could damage our reputation and brand and harm our business and operating results.

We collect, process, store, share, disclose and use personal information and other data provided by consumers and dealers. We rely on encryption and authentication technology licensed from third parties to effect secure transmission of such information. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches. Any failure or perceived failure to maintain the security of personal and other data thatis provided to us by consumers and dealers could harm our reputation and brand and expose us to a risk of loss or litigation and possible liability, any of which could harm our business and operating results. In addition, from time to time, it is possiblethat concerns will be expressed about whether our products, services, or processes compromise the privacy of our users. Concerns about our practices with regard to the collection, use or disclosure of personal information or other privacy related matters, even if unfounded, could harm our business and operating results.

There are numerous federal, state and local laws around the world regarding privacy and the collection, processing, storing, sharing, disclosing, using and protecting of personal information and other data, the scope of which are changing, subject to differing interpretations, and which may be costly to comply with and may be inconsistent between countries and jurisdictions or conflict with other rules. We generally comply with industry standards and are subject to the terms of our privacy policies and privacy-related obligations to third parties. We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection, to the extent possible. However, it is possible that these obligations may be interpreted and applied in new ways or in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices or that new regulationscould be enacted. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to consumers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which may include personally identifiable information or other user data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause consumers and recreation vehicle dealers to lose trust in us, which could have an adverse effect on our business. Additionally, if vendors, developers or other third parties that we work with violate applicable laws or our policies, such violations may also put consumer or dealer information at risk and could in turn harm our reputation, business and operating results.

Failure to adequately protect our intellectual property could harm our business and operating results.

A portion of our success may be dependent on our intellectual property, the protection of which is crucial to the success of our business. We expect to rely on a combination of patent, trademark, trade secret and copyright law and contractual restrictions to protect our intellectual property. In addition, we will attempt to protect our intellectual property, technology, and confidential information by requiring our employees and consultants to enter into confidentiality and assignment of inventions agreements and third parties to enter into nondisclosure agreements. These agreements may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property, or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property, or technology. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our website features, software, and functionality or obtain and use information that we consider proprietary.

Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the term “RumbleON” or “RMBL.”

We currently hold the “RumbleON.com” Internet domain name and various other related domain names. The regulation of domain names in the United States is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain all domain names that use the name RumbleON or RMBL.

We may in the future be subject to intellectual property disputes, which are costly to defend and could harm our business and operating results.

We may from time to time face allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors or non-practicing entities.

Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may require us to stop offering some features, purchase licenses or modify our products and features while we develop non-infringing substitutes or may result in significant settlement costs.

In addition, we use open source software in our products and will use open source software in the future. From time to time, we may face claims against companies that incorporate open source software into their products, claiming ownership of, or demandingrelease of, the source code, the open source software or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our platform or services, any of which would have a negative effect on our business and operating results.

Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, our operating results and our reputation.

We depend on key personnel to operate our business, and if we are unable to retain, attract and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed.

We believe our success will depend on the efforts and talents of our executives and employees, including Marshall Chesrown, our Chairman and Chief Executive Officer, and Steven R. Berrard, our Chief Financial Officer and Secretary. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. In addition, the loss of any of our senior management or key employees could materially adversely affect our ability toexecute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. Our executive officers are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be materially and adversely affected.

We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.

Our success will depend, in part, on our ability to grow our business in response to the demands of consumers, dealers and other constituents within the recreation vehicle industry as well as competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses and technologies rather than through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:

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diversion of management time and focus from operating our business to addressing acquisition integration challenges;

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coordination of technology, research and development and sales and marketing functions;

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transition of the acquired company’s users to our website and mobile applications;

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retention of employees from the acquired company;

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cultural challenges associated with integrating employees from the acquired company into our organization;

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integration of the acquired company’s accounting, management information, human resources, and other administrative systems;

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the need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked effective controls, procedures, and policies;

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potential write-offs of intangibles or other assets acquired in such transactions that may have an adverse effect our operating results in a given period;

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liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities; and

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litigation or other claims in connection with the acquired company, including claims from terminated employees, consumers, former stockholders, or other third parties.

Our failure to address these risks or other problems encountered in connection with our future acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities, and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses, or the impairment of goodwill, any of which could harm our financial condition. Also, the anticipated benefits of any acquisitions may not materialize to the extent we anticipate or at all.

We may not be able to protect our proprietary technology.

Our success will depend, in part, on our ability to obtain patents, protect our trade secrets and operate without infringing on the proprietary rights of others. We may rely upon a combination of patents, trade secret protection, and confidentiality agreements to protect the intellectual property of our products and services. Patents might not be issued or granted with respect to our patent applications that are currently pending, and issued or granted patents might later be found to be invalid or unenforceable, be interpreted in a manner that does not adequately protect our business, or fail to otherwise provide us with any competitive advantage. As such, we do not know the degree of future protection, if any, that we will have on what we consider our intellectual property, if any, and a failure to obtain adequate intellectual property protection with respect to our technology and marketplace solutions could have a material adverse impact on our business.

If we must spend significant time and money protecting or enforcing our intellectual property rights our business, results of operations and financial condition may be harmed.

Risks Related to Ownership of our Common Stock and this Offering

There has been a limited public market for our common stock, and we do not know if one will develop that will provide you with adequate liquidity. The trading price for our common stock may be volatile and could be subject to wide fluctuations.

Although our common stock is listed for trading on the OTCQB Market under the trading symbol “RMBL,” we cannot assure you that an active trading market for our common stock will develop. The liquidity of any market for the shares of our common stock will depend on a number of factors, including:

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the number of stockholders;

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our operating performance and financial condition;

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the market for similar securities;

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the extent of coverage of us by securities or industry analysts; and

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the interest of securities dealers in making a market in the shares of our common stock.

Historically, the market for equity securities has also been subject to disruptions that have caused substantial volatility in the prices of these securities, which may not have corresponded to the business or financial success of the particular company. We cannot assure you that the market for the shares of our common stock will be free from similar disruptions. Any such disruptions could have an adverse effect on stockholders. In addition, the price of the shares of our common stock could decline significantly if our future operating results fail to meet or exceed the expectations of market analysts and investors.

Even if an active trading market develops, the market price for our common stock may be highly volatile and could be subject to wide fluctuations. Actual or anticipated variations in our quarterly operating results could negatively affect our share price.

Our principal stockholders and management own a significant percentage of our stock and an even greater percentage of the Company’s voting power and will be able to exert significant control over matters subject to stockholder approval.

Our executive officers and directors as a group beneficially own shares of our Class A and Class B common stock representing 85.4% in aggregate voting power of the Company, including 72.1% in aggregate voting power held by Messrs. Chesrown and Berrard as the only holders of our 1,000,000 outstanding shares of Class A common stock (the "Class A Common Stock"), which has 10 votes for each one share outstanding. As a result, these stockholders have the ability to determine all matters requiring stockholder approval. For example, these stockholders are able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may believe are in your best interest as a stockholder or to take other action that you may believe are not in your best interest as a stockholder.

The pro forma financial statements were presented for illustrative purposes only and may not be an indication of our financial condition or results of operations following the NextGen Acquisition.

The pro forma financial statements we have filed with the SEC in connection with the NextGen Acquisition were presented for illustrative purposes only and may not be an indication of our financial condition or results of operations following the NextGen Acquisition for several reasons. For example, the pro forma financial statements were derived from our historical financial statements and NextGen’s, and certain adjustments and assumptions have been made regarding us after giving effect to the NextGen Acquisition. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, our actual financial condition and results of operations following the NextGen Acquisition may not be consistent with, or evident from, the pro forma financial statements.

In addition, the assumptions used in preparing the pro forma financial data may not prove to be accurate, and other factors may affect our financial condition or results of operations following the NextGen Acquisition. Any potential decline in our financial condition or results of operations may cause significant variations in the trading price of our securities.

Because our common stock may be deemed a low-priced “penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

Historically, the trading price of our common stock has been $5.00 per share or lower, and deemed a penny stock, as defined in Rule 3a51-1 under the Exchange Act, and subject to the penny stock rules of the Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

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deliver to the customer, and obtain a written receipt for, a disclosure document;

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disclose certain price information about the stock;

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disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

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send monthly statements to customers with market and price information about the penny stock; and

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in some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Exchange Act rule includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no or few securities or industry analysts commence coverage of us, the trading price for our stock would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Our annual and quarterly operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause our stock price to fluctuate or decline.

We expect our operating results to be subject to annual and quarterly fluctuations, and they will be affected by numerous factors, including:

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a change in consumer discretionary spending;

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weather, which may impact the ability or desire for potential end customers to consider whether they wish to own a recreation vehicle;

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the timing and cost of, and level of investment in, research and development activities relating to our software services, which may change from time to time;

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our ability to attract, hire and retain qualified personnel;

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expenditures that we will or may incur to acquire or develop additional product and service offerings;

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future accounting pronouncements or changes in our accounting policies; and

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the changing and volatile U.S., European and global economic environments.

If our annual or quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Furthermore, any annual or quarterly fluctuations in our operating results may, in turn, cause the price of our stock to fluctuate substantially. We believe that annual and quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

Raising additional funds through debt or equity financing could be dilutive and may cause the market price of our common stock to decline.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take certain actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic collaborations or partnerships, or marketing, distribution or licensing arrangements with third parties, we may be required to limit valuable rights to our intellectual property, technologies, or future revenue streams, or grant licenses or other rights on terms that are not favorable to us. Furthermore, any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and grow our business.

Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

On February 8, 2017, certain stockholders entered into an Amended and Restated Stockholders Agreement (the “Stockholders Agreement”) restricting the stockholders’ ability to transfer shares of our common stock through the earlier of (i) October 19, 2017, or (ii) the date on which the Company receives at least $3,500,000 in proceeds of any equity financing (the “Restricted Period”), subject to certain exceptions. The Stockholders Agreement limits the number of shares of our common stock that may be sold. Approximately 7.3 million shares of our Class B Common Stock are subject to these restrictions. Subject to certain limitations, including sales volume limitations with respect to shares held by our affiliates, following termination of the Restricted Period and after December 31, 2017, substantially all of our outstanding shares of common stock will become eligible for sale. Sales of stock by the stockholders currently subject to these lock-ups could have a material adverse effect on the trading price of our common stock.

In addition to the Stockholders Agreement, our executive officers, directors and certain stockholders have entered into a Lock-up Agreement, which restricts the sale of our common stock by such parties through December 31, 2017. Approximately 6,848,800 shares of our Class B Common Stock are subject to this Lock-up Agreement.

Future sales and issuances of our common stock or rights to purchase our common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We expect that additional capital will be needed in the future to continue our planned operations, particularly to fund inventory purchases or develop additional software. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell our common stock, convertiblesecurities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell our common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. These sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.

We have never declared or paid any cash dividends on our common stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the appreciation of their stock.

We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenue exceeds $1 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

Even if we no longer qualify as an “emerging growth company,” we may still be subject to reduced reporting requirements so long as we are considered a “smaller reporting company.”

Many of the exemptions available for emerging growth companies are also available to smaller reporting companies like us that have less than $75 million of worldwide common equity held by non-affiliates. So, although we may no longer qualify as an emerging growth company, we may still be subject to reduced reporting requirements.

We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.

We regard our trademarks, service marks, copyrights, trade dress, trade secrets, proprietary technology, and similar intellectual property as critical to our success, and we rely on trademark, copyright, and patent law, trade secret protection, and confidentiality and/or license agreements with our employees, customers, and others to protect our proprietary rights. Effective intellectual property protection may not be available in every market in which ourproducts and services are made available. We also may not be able to acquire or maintain appropriate domain names in all markets in which we do business. Furthermore, regulations governing domain names may not protect our trademarks and similar proprietary rights. We may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights.

We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights. Third parties that license our proprietary rights also may take actions that diminish the value of our proprietary rights or reputation. The protection of our intellectual property may require the expenditure of significant financial and managerial resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights.

We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights.

Other parties also may claim that we infringe their proprietary rights. We may be subject to claims and legal proceedings regarding alleged infringement by us of the intellectual property rights of third parties. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against us or the payment of damages. We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. In addition, we may not be able to obtain or utilize on terms that are favorable to us, or at all, licenses or other rights with respect to intellectual property we do not own. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

USE OF PROCEEDS

We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of shares by the selling stockholders.

DILUTION

The shares of common stock to be sold by the selling stockholders are currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders in connection with the offer and sale by the selling stockholders of such shares of common stock under this prospectus.

SELLING STOCKHOLDERS

The selling stockholders may offer from time to time up to an aggregate of 8,993,541 shares of our Class B Common Stock. Our executive officers, directors, and certain stockholders have entered into a Lock-up Agreement that restricts the sale of our common stock by them pursuant to this registration statement or otherwise through December 31, 2017. Approximately 6,848,800 shares of our Class B Common Stock registered hereby are subject to this Lock-up Agreement.

Except as otherwise provided, the following table sets forth certain information with respect to the beneficial ownership of our common stock including the names of the selling stockholders, the number of shares of our Class B Common Stock owned beneficially by the selling stockholders as of June 28, 2017, the number of shares of Class B Common Stock being offered by each selling stockholder hereby, and the number and percentage of shares of Class B Common Stock that will be owned by each selling stockholder following the completion of this offering:

Name of Selling Stockholder	Shares of Class B Common Stock Owned Before the Offering	Shares of Class B Common Stock to be Offered for the Selling Stockholder’s Account	Shares of Class B Common Stock Owned by the Selling Stockholder after the Offering	Percent of Class B Common Stock to be Owned by the Selling Stockholder after the Offering
Beverly Rath	50,000*	50,000*	--	--
Denmar Dixon (1)	962,179*	962,179*	--	--
Cameron M. Harris	25,000	25,000	--	--
Chris and Samantha Carabell JTWROS	6,250	6,250	--	--
Dale Owens	6,250	6,250	--	--
David Alan Duncan	25,000	25,000	--	--
David Aucamp	12,500	12,500	--	--
George Kovacs	50,000	50,000	--	--
Heather J. Larsen (2)	12,500	12,500	--	--
Jack Lynn	15,000	15,000	--	--
James Bird	10,000	10,000	--	--
James Dillon	25,000	25,000	--	--
Jason and Anissa Larsen JTWROS	6,250	6,250	--	--
Jay Goodart	268,750	268,750	--	--
Jeff Cheek (3)	262,500*	262,500*	--	--
Jeffrey Larson (4)	21,250	21,250	--	--
Jon T. Goodart	5,000*	5,000*	--	--
Kartik Kakarala (5)	1,523,809*	1,523,809*	--	--
Kevin Westfall	12,500*	12,500*	--	--
Klaire Odumody Taylor	3,750	3,750	--	--
Lori Sue Chesrown	458,204	458,204	--	--
Mango Mist, Inc.	8,750	8,750	--	--
Marshall Chesrown	1,737,656*	1,737,656*	--	--
Marvin Neuman	25,000	25,000	--	--
Michael Cook	8,750	8,750	--	--
Matthew Galliano (6)	12,500	12,500	--	--
Pierce Family Trust	37,500*	37,500*	--	--
Ralph Wegis	891,537	891,537	--	--
Richard A. Gray Jr.	25,000	25,000	--	--
Robert Thigpen, Jr.	25,000	25,000	--	--
Shawn B. Welch	25,000	25,000	--	--
Special Trust FBO Daniel L. Grubb	12,500	12,500	--	--
Steven Hatleman	3,750	3,750	--	--
Steven R. Berrard (7)	1,970,000*	1,970,000*	--	--
The Just B Irrevocable Trust	37,500	37,500	--	--
Tim Duplantis	12,500	12,500	--	--
Tim J. Setnicka	37,500	37,500	--	--
Tin Roof, Inc.	8,750	8,750	--	--
Tom Aucamp	287,656*	287,656*	--	--
Tom Byrne	65,000	65,000	--	--

These shares are subject to a Lock-up Agreement, restricting their resale through December 31, 2017.

(1)

Shares are held by Blue Flame Capital, LLC, an entity controlled by Mr. Dixon

(2)

Shares are held by Mainstar Trust, Custodian (“Mainstar”), for the benefit of Ms. Larsen.

(3)

12,500 shares are held by Mainstar for the benefit of Mr. Cheek.

(4)

Shares are held by Fidelity Management Trust Company, for the benefit of Mr. Larson.

(5)

Shares are held by NextGen Dealer Solutions, LLC, an entity controlled by Mr. Kakarala.

(6)

Shares are held by Mainstar for the benefit of Mr. Galliano.

(7)

Shares are held by Berrard Holdings Limited Partnership, an entity controlled by Mr. Berrard.

None of the selling stockholders has, or within the past three years has had, any position, office or material relationship with us or any of our predecessors or affiliates, except as follows:

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Marshall Chesrown serves as Chair of the Company’s Board of Directors and as Chief Executive Officer of the Company.

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Steven R. Berrard serves as a Director and as Chief Financial Officer and Secretary of the Company.

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Kartik Kakarala serves as a Director of the Company.

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Kevin Westfall serves as a Director of the Company.

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Mitch Pierce, trustee of Pierce Family Trust, serves as a Director of the Company.

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Denmar Dixon, who serves as a Director of the Company, is the founder of Blue Flame Capital, LLC.

DESCRIPTION OF BUSINESS

Overview

RumbleON, Inc. was originally incorporated in the State of Nevada in October 2013 as Smart Server, Inc. ("Smart Server"), which was engaged in the business of designing and developing mobile payment application software. After Smart Server ceased its software development activities in 2014 with no ongoing operations and nominal assets, it met the definition of a “shell company” under the Exchange Act, and regulations thereunder.

In July 2016, Berrard Holdings acquired 99.5% of the common stock of Smart Server from the principal stockholder. Shortly after the Berrard Holdings common stock purchase, the Company began exploring the development of a capital light disruptive e-commerce platform facilitating the ability of both consumers and dealers to Buy-Sell-Trade-Finance pre-owned recreation vehicles in one online location. The Company’s goal is for its platform to be widely recognized as the leading solution for the sale, acquisition, and distribution of recreation vehicles by providing users with the most efficient, timely and transparent experience. Our initial focus is the market for 650cc and larger on road motorcycles, particularly those concentrated in the “Harley-Davidson” brand. We will look to extend to other brands and additional vehicle types and products as the platform matures. In February 2017, the Company’s name was changed to RumbleON, Inc.

The Company’s business model is driven by a technology platform that the Company acquired on February 8, 2017 through its acquisition of NextGen. The system will provide integrated appraisal, inventory management, CRM, lead management, equity mining, and other key services necessary to drive the online marketplace. Over the past 16 years, the developers of the software have designed and built, for large multi-national clients, a number of successful dealer and high quality online software applications solutions including applications for vehicle appraisal and inventory management, credit reporting and compliance, CRM and lead management, and a vehicle purchase platform. The NextGen product suite currently can support the motorcycle, RV, marine, and auto segments and is believed to be expandable to encompass additional products in the future.

Corporate History

Acquisition of Smart Server

RumbleON, Inc. was originally incorporated in the State of Nevada in October 2013 as a development stage company under the name Smart Server, Inc. Smart Server was formed to engage in the business of designing and developing computer application software for smart phones and tablet computers to provide customers at participating restaurants, bars, and clubs the ability to pay their bill with their smartphone without having to ask for the check. Smart Server ceased its software development activities in 2015 and, having no operations and no or nominal assets, met the definition of a “shell company” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder. Smart Server continued as a public shell company through the year ended December 31, 2016, however Smart Server engaged in no business or operations during 2016.

In July 2016, Berrard Holdings Limited Partnership (“Berrard Holdings”) acquired 5,475,000 shares of common stock of Smart Server from the prior owner of such shares pursuant to an Amended and Restated Stock Purchase Agreement, dated July 13, 2016. The shares acquired by Berrard Holdings represented 99.5% of the Smart Server’s issued and outstanding shares of common stock. Steven Berrard, a director and our Chief Financial Officer and Secretary, has voting and dispositive control over Berrard Holdings. The aggregate purchase price of the shares was $148,141. In addition, at the closing, Berrard Holdings loaned Smart Server, and Smart Server executed a convertible promissory note (the “BHLP Note”), in the principal amount of $191,858 payable to Berrard Holdings. Effective August 31, 2017, the note was amended to increase the principal amount by $5,500 to $197,358 in aggregate amount payable to Berrard Holdings. On March 31, 2017, we issued Berrard Holdings 275,312 shares of Class B Common Stock upon full conversion of the BHLP Note, having an aggregate principal amount, including accrued interest, of $206,484 at a conversion price of $0.75 per share.

In October 2016, Berrard Holdings sold an aggregate of 3,312,500 shares of Smart Server common stock to Marshall Chesrown, our Chairman of the Board and Chief Executive Officer, and certain other purchasers pursuant to letter agreements dated October 24, 2016. The 2,412,500 shares acquired by Mr. Chesrown represented 43.9% of Smart Server’s issued and outstanding shares of common stock at the time of the purchase. The remaining shares owned by Berrard Holdings after giving effect to the transaction represented 39.3% of Smart Server’s issued and outstanding shares of common stock. The aggregate purchase price for the shares sold in this transaction was $139,125.

November 2016 Private Placement

On November 28, 2016, Smart Server completed a private placement (the “2016 Private Placement”) with three accredited investors, with respect to the sale of an aggregate of 900,000 shares of Smart Server common stock at a purchase price of $1.50 per share for total consideration of $1,350,000. In connection with the 2016 Private Placement, Smart Server also entered into loan agreements with the purchasers pursuant to which each purchaser agreed to loan the Company their pro rata share of up to $1,350,000 in the aggregate upon the request of the Company at any time on or after January 31, 2017 and before November 1, 2020.

On March 31, 2017, the Company completed funding of the second tranche of the 2016 Private Placement pursuant to which, the purchasers each received their pro rata share of (1) 1,161,920 shares of Class B Common Stock and (2) a promissory note in the aggregate principal amount of $667,000 (the “Private Placement Notes”), in consideration of cancellation of loan agreements having an aggregate principal amount committed by the purchasers of $1,350,000.

Acquisition of NextGen Dealer Solutions

On January 8, 2017, Smart Server entered into an Asset Purchase Agreement with NextGen Dealer Solutions, LLC, Halcyon Consulting, LLC, and members of Halcyon, pursuant to which NextGen agreed to sell to the Company substantially all of the assets of NextGen in exchange for a payment of approximately $750,000 in cash, the issuance to NextGen of 1,523,809 unregistered shares of Class B Common Stock (the “NextGen Shares”), the issuance of a subordinated secured promissory note issued by the Company in favor of NextGen in the amount of $1,333,333 (the “NextGen Note”) and the assumption by the Company of certain specified post-closing liabilities of NextGen under the contracts being assigned to the Company as part of the transaction. On February 8, 2017, the Company assigned to NextGen Pro, LLC, a wholly-owned subsidiary of the Company, the right to acquire NextGen’s assets and liabilities.

Also, on February 8, 2017 (the “Closing Date”), RumbleON and NextGen Pro completed the NextGen Acquisition in exchange for approximately $750,000 in cash, the NextGen Shares, the NextGen Note, and the other consideration described above. The NextGen Note matures on the third anniversary of the Closing Date (the “Maturity Date”). Interest accrues and will be paid semi-annually (i) at a rate of 6.5% annually from the Closing Date through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the Closing Date through the Maturity Date. The Company’s obligations under the NextGen Note are secured by substantially all the assets of the NextGen Pro pursuant to an Unconditional Guaranty Agreement (the “Guaranty Agreement”), by and among NextGen and NextGen Pro, and a related Security Agreement between the parties, each dated as of the Closing Date. Under the terms of the Guaranty Agreement, NextGen Pro has agreed to guarantee the performance of all of the Company’s obligations under the NextGen Note.

Establishment of Class A and Class B Capital Structure

On January 9, 2017, the Company’s Board of Directors (the “Board”) and stockholders holding 6,375,000 of the Company’s issued and outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) to change the name Smart Server, Inc. to RumbleON, Inc. and to create an additional class of Company common stock. The Certificate of Amendment became effective on February 13, 2017 (the “Effective Date”), after the notice and accompanying Information Statement describing the amendment was furnished to non-consenting stockholders of the Company in accordance with Nevada and Federal securities law.

Immediately before approving the Certificate of Amendment, the Company had authorized 100,000,000 shares of common stock, $0.001 par value (the “Authorized Common Stock”), including 6,400,000 issued and outstanding shares of common stock (the “Outstanding Common Stock,” and together with the Authorized Common Stock, the “Common Stock”). Pursuant to the Certificate of Amendment, the Company designated 1,000,000 shares of Authorized Common Stock as Class A Common Stock, which Class A Common Stock ranks pari passu with all of the rights and privileges of the Common Stock, except that holders of Class A Common Stock will be entitled to 10 votes per share of Class A Common Stock issued and outstanding and (ii) all other shares of Common Stock, including all shares of Outstanding Common Stock shall be deemed Class B Common Stock, which Class B Common Stock will be identical to the Class A Common Stock in all respects, except that holders of Class B Common Stock will be entitled to one vote per share of Class B Common Stock issued and outstanding.

Also on January 9, 2017, the Company’s Board and stockholders holding 6,375,000 of the Company’s issued and outstanding shares of common stock approved the issuance to (i) Mr. Chesrown of 875,000 shares of Class A Common Stock in exchange for an equal number of shares of Class B Common Stock held by Mr. Chesrown, and (ii) Mr. Berrard of 125,000 shares of Class A Common Stock in exchange for an equal number of shares of Class B Common Stock held by Mr. Berrard.

On February 13, 2017, the Effective Date, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada changing the Company’s name to RumbleON, Inc. and creating the Class A and Class B Common Stock. Also on the Effective Date, the Company issued an aggregate of 1,000,000 shares of Class A Common Stock to Messrs. Chesrown and Berrard in exchange for an aggregate of 1,000,000 shares of Class B Common Stock held by them. Also on the Effective Date, the Company amended its bylaws to reflect the name change to RumbleON, Inc. and to reflect the Company’s primary place of business as Charlotte, North Carolina.

2017 Private Placement

On March 31, 2017, the Company completed the sale of 620,000 shares of Class B Common Stock, par value $0.001, at a price of $4.00 per share for aggregate proceeds of $2,480,000 in the private placement (the “2017 Private Placement”). The Company sold an additional 37,500 shares of Class B Common Stock in connection with the 2017 Private Placement on April 30, 2017. Officers and directors of the Company acquired 175,000 shares of Class B Common Stock in the 2017 Private Placement. Proceeds from the 2017 Private Placement will be used to complete the launch of the Company’s website, acquire vehicle inventory, continue development of the Company’s platform, and for working capital purposes.

Our Strategy

RumbleON’s strategy is to provide a complete online, direct, pre-owned recreational vehicle marketplace solution for both consumers and dealers, while providing dealers access to additional software solutions and services allowing them to earn incremental revenue and enhance profitability through increased sales leads, and fees earned from inspection, reconditioning and distribution programs. The recognition of the need for RMBL solutions is the result of our management team gaining a clear understanding of the key drivers of complete supply chain solutions necessary to create a different and disruptive way to both acquire and distribute cars and trucks online from their deep experience in the automotive sector with disruptive businesses such as: AutoNation, Auto America, and Vroom. We believe that there is a significant opportunity to disrupt the pre-owned marketplace in recreational vehicles as it suffers from many of the same negative consumer sentiments and dealer practices that existed in the automotive sector prior to the advent of and the significant influx of new entrants with improved business models. In addition, the recreation vehicle segment lacks the significant competition that exists in the automotive sector due to its fragmented dealer network, relative size and the niche nature of its products. Management believes consumers prefer to transact through a well-designed online/mobile solution, with a broad selection of vehicles at highly competitive prices. RumbleON applications will provide appraisal, cash-offer, vehicle listing, financing options, and logistics/delivery solutions designed to provide an exceptional consumer experience. We intend to replicate and improve upon the positive attributes of the various “Sell us your car” and other related programs that have proven successful in automotive retail for entities such as AutoNation, CarMax, Carvana, Vroom and others.

RumbleON dealer strategy is focused on creating a synergistic relationship wherein dealers have the ability to leverage the RumbleON marketplace and dealer services offerings to drive increased revenue through the purchase or sale of vehicles via the online platform and the ability to earn fees from inspection, reconditioning and distribution programs. Dealer partners will have the ability to show the complete RumbleON vehicle inventory on their website and will have access to preferred pricing on the acquisition of vehicles. Management believes that partners utilizing the platform will significantly enhance their existing online retail strategies. RumbleON has agreed to add dealers to its network and is in discussions with other dealers regarding joining the network. RumbleON operations,designed to be both capital and infrastructure light, will leverage the dealer network to provide inspection, reconditioning and distribution, thus alleviating the need for RumbleON to operate multiple warehouse locations, reconditioning centers and logistics facilities. RumbleON plans on operating a centralized headquarters, warehouse and call center model while decentralizing inspection and reconditioning activities.

RumbleON’s initial focus on pre-owned Harley-Davidson motorcycles provides a targeted, identifiable segment to establish the functionality of the platform and the RumbleON brand. Harley-Davidson is a highly regarded and dominant brand (representing approximately 50% market share of new 650 cc+ on-road motorcycles according to both Harley-Davidson public filings and the Motorcycle Industry Council) in the motorcycle market, with a base of over three million pre-owned motorcycles registered for use in the United States. According to Harley-Davidson, as disclosed in their 2017 investor presentation, and management estimates, each year approximately 400,000 pre-owned Harley-Davidsons are sold, with Harley-Davidson dealers selling approximately 125,000 units, 250,000 units sold in private consumer and independent dealer transactions, and 25,000 sold via other means. Further, as Harley-Davidson has discussed in its public filings, their objective is to build two million new Harley-Davidson riders in the United States in the next 10 years, principally, we believe, via brand marketing, estimated at $75 million in 2016, dealer hosted experiences and the Harley-Davidson Riding Academy. We believe such efforts will benefit us as, per Harley-Davidson’s public filings, there are 2.4 million owners of non-Harley-Davidson motorcycles, and 15.0 million people who don’t currently own a motorcycle, who have an interest in Harley-Davidson and are planning to purchase a motorcycle within three years. Further, Harley-Davidson’s estimates that there are 7.8. million motorcycle license holders who do not currenly own a motorcycle and that the sale of used Harley-Davidson motorcycles to young adults (ages 18-34) was three times the sale of new Harley-Davidson motorcycles to the same age group. These statistics support our contention that there is expected to be a growing market for used Harley-Davison transactions and a more informed buyer.

We believe RumbleON may potentially enjoy a halo effect from Harley-Davidson’s advertising as not all young new buyers will purchase new motorcycles. RumbleON’s extension into the “metric” brands (Honda, Yamaha, Kawasaki, Suzuki, etc.) essentially doubles the available market and is a natural extension as these vehicles are often sold or traded for Harley-Davidson vehicles. The metric market and dealer profile closely mirrors that of the Harley-Davidson market although it is more highly fragmented. In addition, many of the metric dealers also retail ATVs, UTVs, snowmobiles and personal watercraft providing the next organic product extension leveraging existing dealer relationships.

RumbleON initially intends to gain market share by targeting the significant number of private consumer transactions. We believe we can drive RumbleON brand recognition and awareness at a relatively low expense by utilizing aggressive digital, social media and guerrilla marketing techniques, as there are few national competitors and consumers are very brand focused and loyal. For example, approximately 15 key motorcycle events such as Daytona Bike Week and the Sturgis Bike Rally attract roughly 4.8 million attendees annually, many of whom are both motorcycle enthusiasts and Harley-Davidson consumers. RumbleON intends to have a significant presence at these events, with onsite advertising and sales facilities to build brand awareness. In addition, we anticipate engaging with or sponsoring active Harley Owner Group® (“HOG”) chapters, providing us a targeted audience to which to market RumbleON and showcase the ease with which they can buy, sell, or trade motorcycles. Once motorcycle enthusiasts have sampled the RumbleON website, we believe the unique experience will be compelling and drive organic growth. Over time, management believes RumbleON will build a proprietary database of customers and their interests, which will facilitate customer retention and cross sell activities.

Our Market

We operate in a market with significant scale and breadth of products. The Motorcycle Industry Council estimates that 9.2 million people own 10.1 million motorcycles in the United States. 87% of these are on-highway models, our initial targeted segment. Used motorcycle registrations were 1.1 million units in 2015 with new unit sales of approximately 500,000 or approximately $7 billion in new vehicle sales. The owner demographic is favorable to the market outlook as millennials and baby boomers are maturing into the median ranges. The owner group is characterized by brand loyal riding enthusiasts. The median owner age is 47 years with a median income of $62,170 which is approximately 10% above the United States’ average. The dealer market is fragmented with an estimated 5,000 new vehicle retail outlets in the motorcycle segment.

The ATV, UTV/side-by-side, snowmobile and personal watercraft vehicle (“PWC”) markets (collectively with motorcycles,“Powersports”) are a logical next extension for our platform, as there is significant overlap in the motorcycle dealer base with dealers of these products. According to data from Power Product Marketing and Powersport Business’ 2016 Market Data Book, there were approximately 630,000 sales of ATV/UTV/Side-by-sides in 2015. There are approximately 1.2 million snowmobiles registered in the United States (another 600,000 in Canada) and in 2016, approximatey 95,000 snowmobiles were sold in the United States and Canada. Lastly, according the the National Marine Manufacturers Assocation and the Personal Watercraft Industry Association, in 2015 there were more than 54,000 new PWCs sold in the United States and there are currently approximately 1.2 million PWCs registered in the United States.

As we look to further extend the platform, the two largest adjacent segments are represented by the recreational boating and recreational vehicle (motor vehicle or trailer equipped with living space and amenities found in a home) industries. According to the National Marine Manufacturers Assocation, there were approxmately 15.7 million recreational boats in the United States in 2015, and there were approximatley 940,000 sales of pre-owned boats in 2015. Correspondingly, according to the Recreational Vehicle Industry Association estimates that currently more than 8.9 million households own an RV and in 2017 there will be over 470,000 shipments of RVs from manufacturers to dealers.

Competition

We will face competition in all our business segments. The U.S. used recreational vehicle marketplace is highly fragmented, and we face competition from franchised dealers, who sell both new and used vehicles; independent dealers; online and mobile sales platforms; and private parties. We believe that the principal competitive factors in our industry are delivering an outstanding consumer experience, competitive sourcing of vehicles, breadth and depth of product selection, and value pricing. Our competitors vary in size and breadth of their product offerings. We believe that our principal competitive advantages in used vehicle retailing will include our ability to provide a high degree of customer satisfaction with the buying experience by virtue of our low, no-haggle prices and our customer-friendly sales process; our breadth of selection of the most popular makes and models available on our website. In addition, we believe our willingness to appraise and purchase a customer’s vehicle, whether or not the customer is buying a vehicle from us, provides a competitive sourcing advantage for retail vehicles. We believe the principal competitive factors for our ancillary products and services include an ability to offer a full suite of products at competitive prices delivered in an efficient manner to the customer. We will compete with a variety of entities in offering these products including banks, finance companies, insurance and warranty providers and extended vehicle service contract providers. We believe ourcompetitive strengths in this category will include our ability to deliver products in an efficient manner to customers utilizing our technology and our ability to partner with key participants in each category to offer a full suite of products at competitive prices. Lastly, additional competitors may enter the businesses in which we will operate.

Intellectual Property and Proprietary Rights

Our brand image is a critical element of our business strategy. Our principal trademark, RumbleON has an application pending with the U.S. Patent and Trademark Office.

Government Regulation

Various aspects of our business are or may be subject, directly or indirectly, to U.S. federal and state laws and regulations. Failure to comply with such laws or regulations may result in the suspension or termination of our ability to do business in affected jurisdictions or the imposition of significant civil and criminal penalties, including fines or the award of significant damages against us and our dealers in class action or other civil litigation.

State Motor Vehicle Sales, Advertising and Brokering Laws

The advertising and sale of new or used motor vehicles is highly regulated by the states in which we do business. Although we do not anticipate selling new vehicles, state regulatory authorities or third parties could take the position that some of the regulations applicable to dealers or to the manner in which recreational vehicles are advertised and sold generally are directly applicable to our business. If our products and services are determined to not comply with relevant regulatory requirements, we could be subject to significant civil and criminal penalties, including fines, or the award of significant damages in class action or other civil litigation as well as orders interfering with our ability to continue providing our products and services in certain states. In addition, even absent such a determination, to the extent dealers are uncertain about the applicability of such laws and regulations to our business, we may lose, or have difficulty increasing the number of dealers in our network, which would affect our future growth.

Several states have laws and regulations that strictly regulate or prohibit the brokering of motor recreational vehicles or the making of so-called “bird-dog” payments by dealers to third parties in connection with the sale of motor vehicles through persons other than licensed salespersons. If our products or services are determined to fall within the scope of such laws or regulations, we may be forced to implement new measures, which could be costly, to reduce our exposure to those obligations, including the discontinuation of certain products or services in affected jurisdictions. Additionally, such a determination could subject us to significant civil or criminal penalties, including fines, or the award of significant damages in class action or other civil litigation.

In addition to generally applicable consumer protection laws, many states in which we may do business either have or may implement laws and regulations that specifically regulate the advertising for sale of new or used recreational vehicles. These state advertising laws and regulations may not be uniform from state to state, sometimes imposing inconsistent requirements on the advertiser of a new or used recreational vehicle. If the content displayed on the websites we operate is determined or alleged to be inaccurate or misleading, we could be subject to significant civil and criminal penalties, including fines, or the award ofsignificant damages in class action or other civil litigation. Moreover, such allegations, even if unfounded or decided in our favor, could be extremely costly to defend, could require us to pay significant sums in settlements, and could interfere with our ability to continue providing our products and services in certain states.

Federal Advertising Regulations

The Federal Trade Commission (“FTC”), has authority to take actions to remedy or prevent advertising practices that it considers to be unfair or deceptive and that affect commerce in the United States. If the FTC takes the position in the future that any aspect of our business constitutes an unfair or deceptive advertising practice, responding to such allegations could require us to pay significant damages, settlements, and civil penalties, or could require us to make adjustments to our products and services, any or all of which could result in substantial adverse publicity, loss of participating dealers, lost revenue, increased expenses, and decreased profitability.

Federal Antitrust Laws

The antitrust laws prohibit, among other things, any joint conduct among competitors that would lessen competition in the marketplace. Some of the information that we may obtain from dealers may be sensitive and, if disclosed inappropriately, could potentially be used by dealers to impede competition or otherwise diminishindependent pricing activity. A governmental or private civil action alleging the improper exchange of information, or unlawful participation in price maintenance or other unlawful or anticompetitive activity, even if unfounded, could be costly to defend and adversely impact our ability to maintain and grow our dealer network.

In addition, governmental or private civil actions related to the antitrust laws could result in orders suspending or terminating our ability to do business or otherwise altering or limiting certain of our business practices, including the manner in which we handle or disclose pricing information, or the imposition of significant civil or criminal penalties, including fines or the award of significant damages against us in class action or other civil litigation.

Other

The foregoing description of laws and regulations to which we are or may be subject is not exhaustive, and the regulatory framework governing our operations is subject to continuous change. The enactment of new laws and regulations or the interpretation of existing laws and regulations in an unfavorable way may affect the operation of our business, directly or indirectly, which could result in substantial regulatory compliance costs, civil or criminal penalties, including fines, adverse publicity, loss of participating dealers, lost revenue, increased expenses, and decreased profitability. Further, investigations by government agencies, including the FTC, into allegedly anticompetitive, unfair, deceptive or other business practices by us, could cause us to incur additional expenses and, if adversely concluded, could result in substantial civil or criminal penalties and significant legal liability.

Employees

As of June 23, 2017, we had 24 full-time employees and no part-time employees.

Available Information

We file annual, quarterly and other reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC’s website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt of a written request to us at RumbleON, Inc., 4521 Sharon Road, Suite 370, Charlotte, NC, 28211.

DESCRIPTION OF PROPERTY

We currently maintain an office at 4521 Sharon Road, Suite 370, Charlotte, NC 28211. We currently have no monthly rent, nor do we accrue any expense for monthly rent. During the next 12 months as we continue to implement our business plan, we anticipate requiring additional office and warehouse space and additional personnel; however, it is unknown at this time how much space or how many individuals will be required.

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

MARKET PRICE AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock trades on the OTCQB Market under the symbol RMBL. The following table sets forth the high and low closing sales prices per share of our common stock for the period indicated:

Year Ending December 31, 2017	High	Low
First Quarter	$5.00	$0.00
Second Quarter (through June 28, 2017)	$7.00	$3.40

Before January 1, 2017, our common stock was not traded, except for 5,000 shares, which traded on the OTC Markets Pink Sheets on January 22, 2016 at a price of $0.245 per share.

Holders of Common Stock

As of June 28, 2017, we had approximately 44 stockholders of record of 9,018,541 issued and outstanding shares of Class B Common Stock and two holders of record of 1,000,000 issued and outstanding shares of Class A Common Stock.

Dividends

We have never declared or paid any cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earning in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our board of directors, based upon the Board’s assessment of:

●

our financial condition;

●

earnings;

●

need for funds;

●

capital requirements;

●

prior claims of preferred stock, to the extent issued and outstanding; and

●

other factors, including applicable law.

Therefore, there can be no assurance that any dividends on our common stock will ever be paid.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS FOR RUMBLEON

This Registration Statement on Form S-1 contains forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. The words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. The factors discussed elsewhere in this Form S-1 and in our Annual Report on Form 10-K for the year ended December 31, 2016, and our other filings with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the Company’s forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law.

Overview

RumbleON, Inc. was originally incorporated in the State of Nevada in October 2013 as Smart Server, Inc., which was engaged in the business of designing and developing mobile payment application software. After Smart Server ceased its software development activities in 2014 with no ongoing operations and nominal assets, it met the definition of a “shell company” under the Exchange Act, and regulations thereunder.

Serving both consumers and dealers, the Company will make cash offers for the purchase of their vehicles and provide them the flexibility to trade, list, or auction their vehicle through the website and mobile application of the Company and our dealer partners. In addition, the Company will offer a large inventory of vehicles for sale along with financing and associated products. The Company’s operations are designed to be scalable by working through an infrastructure and capital light model that is achievable by virtue of a synergistic relationship with dealers. The Company will utilize dealer partners in the acquisition of motorcycles as well as to provide inspection, reconditioning and distribution services. Correspondingly, the Company will earn fees and transaction income, and dealer partners will earn incremental revenue and enhance profitability through increased sales, leads, and fees from inspection, reconditioning and distribution programs.

The Company’s business model is driven by a technology platform that the Company acquired on February 8, 2017 through its acquisition of NextGen and the Company anticipates it will begin transacting through the system during the second quarter of 2017. The system provides integrated appraisal, inventory management, CRM, lead management, equity mining, and other key services necessary to drive the online marketplace. Over the past 16 years, the developers of the software have designed and built, for large multi-national clients, a number of successful dealer and high quality online software applications solutions including applications for vehicle appraisal and inventory management, credit reporting and compliance, CRM and lead management, and a vehicle purchase platform. The NextGen product suite currently has modules supporting the motorcycle, RV, marine, and auto segments and is believed to be expandable to encompass additional products in the future.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The Securities and Exchange Commission (the “SEC”) has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results. For additional information, see Item 8 of Part II, Financial Statements Note 1 “Description of Business and Accounting Policies.” Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Purchase Accounting for Business Combinations

The Company will account for acquisitions by allocating the fair value of the consideration transferred to the fair value of the assets acquired and liabilities assumed on the date of the acquisition and any remaining difference will be recorded as goodwill. Adjustments may be made to the preliminary purchase price allocation when facts and circumstances that existed on the date of the acquisition surface during the allocation period subsequent to the preliminary purchase price allocation, not to exceed one year from the date of acquisition. Contingent consideration will be recorded at fair value based on the facts and circumstances on the date of the acquisition and any subsequent changes in the fair value are recorded through earnings each reporting period. Transactions that occur in conjunction with or subsequent to the closing date of the acquisition will be evaluated and accounted for based on the facts and substance of the transactions.

Goodwill

Goodwill will not be amortized but rather tested for impairment at least annually. The Company will test goodwill for impairment annually during the fourth quarter of each year. Goodwill will also be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Impairment testing for goodwill will be done at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component). A component of an operating segment isa reporting unit if the component constitutes a business for which discrete financial information is available, and segment management regularly reviews the operating results of that component. The Company has concluded that currently it has one reporting unit.

Determining fair value includes the use of significant estimates and assumptions. Management will utilize an income approach, specifically the discounted cash flow technique as a means for estimating fair value. This discounted cash flow analysis requires various assumptions including those about future cash flows, transactional and customer growth rates and discount rates. Expected cash flows will be based on historical customer growth and the growth in transactions, including attrition, future strategic initiatives and continued long-term growth of the business. The discount rates used for the analysis will reflect a weighted average cost of capital based on industry and capital structure adjusted for equity risk and size risk premiums. These estimates can be affected by factors such as customer and transaction growth, pricing, and economic conditions that can be difficult to predict.

Other Intangible Assets

Identifiable intangible assets may include customer relationships, non-compete agreements, trademarks, trade names and internet domain names. The estimated fair value of these intangible assets at the time of acquisition will be based upon various valuation techniques including replacement cost and discounted future cash flow projections. Customerrelationships will be amortized on a straight-line basis over the expected average life of the acquired accounts, which will be based upon several factors, including historical longevity of customers and contracts acquired and historical retention rates. Non-compete agreements will be amortized on a straight-line basis over the term of the agreement, which will generally not exceed five years. The Company will review the recoverability of these assets if events or circumstances indicate that the assets may be impaired and will periodically reevaluate the estimated remaining lives of these assets.

Trademarks, trade names and internet domain names are considered to be indefinite lived intangible assets unless specific evidence exists that a shorter life is more appropriate. Indefinite lived intangible assets will be tested, at a minimum, on an annual basis using an income approach or sooner whenever events or changes in circumstances indicate that an asset may be impaired.

Long-Lived Assets

Fixed assets will be reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used will be measured by a comparison of the carrying amount of an asset to the future net cash flows expected to be generated by the asset. If such assets or asset groups are considered to be impaired, the impairment to be recognized will be measured by the amount by which the carrying amount of the assets or asset groups exceeds the related fair values. The Company will also perform a periodic assessment of the useful lives assigned to the long-lived assets.

Technology and Content

Technology costs for the RumbleON technology platform will be accounted for pursuant to Accounting Standards Codification ("ASC") 350, Intangibles — Goodwill and Other and will consist principally of development activities including payroll and related expenses for employees and third-party contractors involved in application, content, production, maintenance, operation, and platform development for new and existing products and services, as well as other technology infrastructure expenses. Technology and content costs for design or maintenance of internal-use software and general website development will be expensed as incurred. Costs incurred to develop new website functionality as well as new software products for resale and significant upgrades to existing platforms or modules will be capitalized and amortized over seven years.

Beneficial Conversion Feature

The Beneficial Conversion Feature (“BCF”) of a convertible security is normally characterized as the convertible portion or feature of certain securities that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible security when issued and also records the estimated fair value of any conversion feature issued with those securities. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved.

The BCF of a convertible note is measured by allocating a portion of the note’s proceeds to the conversion feature, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The Company calculates the fair value of the conversion feature embedded in any convertible security using either a) the Black Scholes valuation model, or b) a discount cash flow analysis tested for sensitivity to key Level 3 inputs using the Monte Carlo simulation.

The value of the proceeds received from the convertible security are then allocated between the conversion features and the underlying security on a relative fair value basis. The allocated fair value is recorded in the financial statements as a debt discount from the face amount of the security with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Revenue Recognition

We will recognize revenue when all of the following conditions are satisfied: (i) there is persuasive evidence of an arrangement; (ii) the product or service has been provided to the customer; (iii) the amount of the product sale or fees to be paid by the customer is fixed or determinable; and (iv) the collection of our sales proceeds or fees are probable.

Valuation Allowance for Accounts Receivable

We will estimate the allowance for doubtful accounts for accounts receivable by considering a number of factors, including overall credit quality, age of outstanding balances, historical write-off experience and specific account analysis that projects the ultimate collectability of the outstanding balances. Ultimately, actual results could differ from these assumptions.

Income Taxes

The Company follows ASC Topic 740, Income Taxes for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when therelated asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2016, December 31, 2015 and November 30, 2015, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

Stock Based Compensation

We will measure and recognize all stock based compensation at fair value at the date of grant and recognize compensation expense over the service period for awards expected to vest. Determining the fair value of stock based awards at the grant date requires judgment, including estimating the share volatility, the expected term the award will be outstanding, and the amount of the awards that are expected to be forfeited. We will utilize the Black-Scholes option pricing model or other industry accepted valuation model, as necessary, to determine the fair value.

Newly Issued Accounting Pronouncements

No recently adopted or new accounting pronouncements have had, or are expected to have, a material effect on the Company’s net loss, financial position or cash flows.

RumbleON Results of Operations for the Three-Months Ended March 31, 2017 and March 31, 2016

The following table provides our results of operations for each of the three-months ended March 31, 2017 and 2016.

	March 31, 2017	March 31, 2016
Revenue	$38,889	$-
Cost and Operating Expenses:
Cost of Sales	34,688	-
General and administrative	230,942	3,831
Technology development cost	78,009	-
Professional fees	346,257	6,773
Depreciation and amortization	60,085	475
Total costs and operating expenses	749,981	11,079
Other expense:
Interest expense	211,803	2,209
Total other expense	211,803	2,209
Net loss before provision for income taxes	$(922,895)	$(13,288)

Revenue

Revenue for the three-months ended March 31, 2017 was $38,889 and consisted of amounts generated from the dealer network acquired in connection with the NextGen Acquisition. Revenue consisted of: (i) monthly subscription fees of $31,692 paid by dealers for access to some (a la carte basis) or all modules that the Company offered; and (ii) $7,197 of implementation and training fees.

Costs and Expenses

Cost and operating expenses increased $738,902 to $749,981 for the three-months ended March 31, 2017 as compared to the three-months ended March 31, 2016. The primary components of this change were increases in general and administrative expenses, technology development and professional fees.

Cost of sales for the three-months ended March 31, 2017 was $34,688 and consisted of: (i) various data feeds from third parties; (ii) hosting of the customer facing website; (iii) commissions for new sales; and (iv) implementation and training of new and existing customers. These costs and expenses are charged to cost of goods sold as incurred. For the three-months ended March 31, 2017, training costs and hosting costs represented approximately 37% and 26%, respectively, of cost of sales, with the cost of data feeds from information providers or integrated software vendors representing the balance of the costs. General and administrative expenses include expenses for: (i) marketing and advertising; (ii) compensation and related costs associated with technology, product development, accounting, finance, and other support function personnel; and (iii) other corporate overhead expenses, including expenses associated with developing and maintaining management and operational controls which include our reporting systems and procedures. General and administrative expenses increased $227,111 to $230,942 for the three-months ended March 31, 2017, as compared to the three-months ended March 31, 2016. The increase is a result of the continued expansion and progress made on our business plan, including the integration of the NextGen acquisition, which drove an increase in advertising and marketing of $26,130; an increase in headcount resulting in a $121,930 increase in compensation and related costs, and an increase in other administrative expenses of $79,051, which represent costs and expenses associated with establishing and expanding business operations. General and administrative expenses will increase substantially as we continue to execute and aggressively expand our business through increased marketing spending and the addition of management and support personnel to ensure we adequately develop and maintain operational, financial and management controls as well as our reporting systems and procedures.

Technology development costs are accounted for pursuant to ASC 350, Intangibles - Goodwill and Other. Technology development cost, including internally developed software and website applications that are used by the Company for its own internal use and to provide services to its customers, which include consumers, dealer partners and ancillary service providers. Under the terms of these customer arrangements the Company retains the revenue generating technology and hosts the applications on its servers and mobile applications. The customer does not have a contractual right to take possession of the software during the hosting period and is not permitted to run the software itself or contract with another party unrelated to the entity to host the software. Technology development costs consist principally of (i) development activities including payroll and related expenses billed by a third-party contractor involved in application, content, production, maintenance, operation, and platform development for new and existing products and services, (ii) technology infrastructure expenses, and (iii) costs of Company employees devoted to the development and maintenance of software products. Technology and content costs for design, maintenance and post-implementation stages of internal-use software and general website development are expensed as incurred. For costs incurred to develop new website functionality as well as new software products for resale and significant upgrades to existing internally used platforms or modules, capitalization begins during the application development stage and ends whenthe software is available for general use. Capitalized technology development is amortized on a straight-line basis over periods ranging from 3 to 7 years. Total technology development costs incurred for the three-months ended March 31, 2017 was $205,367,of which $127,358 was capitalized and $78,009 was charged to expense. For the three-months ended March 31, 2017, a third-party contractor billed $184,470 of the $205,367 in total technology development costs. The amortization of capitalized technology development costs for the three-months ended March 31, 2017 was $48,248. There were no technology development costs incurred and no amortization of capitalized development costs for the three-months ended March 31, 2016. The Company will perform periodic assessment of the useful lives assigned to capitalized software applications. Additionally, the Company from time-to-time may abandon additional development activities relating to specific software projects or applications and charge accumulated costs to technology development expense in the period such determination is made. We expect our technology development expenses to increase as we continue to upgrade and enhance our technology infrastructure, invest in our products, expand the functionality of our platform and provide new product offerings. We also expect technology development expenses to continue to be affected by variations in the amount of capitalized internally developed technology.

Professional fees consist primarily of legal and accounting fees and costs associated with: (i) financing activities; (ii) general corporate matters; (iii) the NextGen Acquisition; (iv) the preparation of quarterly and annual financial statements; and (v) the filing of regulatory reports required of the Company for public reporting purposes. Professional fees increased $339,484 to $346,257 for the three-months ended March 31, 2017, as compared to the three-months ended March 31, 2016. This increase was primarily a result of legal, accounting and other professional fees and expenses incurred in connection with the: (i) NextGen Acquisition; (ii) 2017 Private Placement; (iii) second tranche of 2016 Private Placement; and (iv) various corporate matters resulting from the discontinuation of the Smart Server business strategy and the adoption of the RumbleON business plan. For additional information, see “Overview,” and Note 1 - “Business Description” in the Notes to the Condensed Consolidated Financial Statements as of March 31, 2017 and March 31, 2016 included in this prospectus. Professional fees including legal, accounting and other fees and expenses related to being a public company will increase as we continue to expand our business.

Depreciation and amortization is comprised of the: (i) amortization of capitalized technology development; (ii) amortization of identifiable intangible assets; and (iii) furniture and equipment. Depreciation and amortization expenses increased $59,610 to $60,085 for the three-months ended March 31, 2017, as compared to the three-months ended March 31, 2016. The increase is a result of the continued expansion and progress made on our business plan. Amortization of capitalized technology development and identifiable intangible assets was $59,498 of the total increase in depreciation and amortization for the three-months ended March 31, 2017.

Interest expense consists of interest on the: (i) BHLP Note; (ii) NextGen Note; and (iii) Private Placement Notes. Interest expense increased $209,594 to $211,803 primarily from a higher level of debt outstanding for the three-months ended March 31, 2017 as compared to the same period in 2016 and the conversion of the BHLP Note, which resulted in a $196,076 charge to interest expense for the remaining balance of the beneficial conversion feature, net of deferred taxes. Included in interest expense for the three-months ended March 31, 2017 is $3,558 of interest related to the beneficial conversion feature on the BHLP Note. There was no interest expense accrued for the Private Placement Notes for the three-months ended March 31, 2017 since the Private Placement Notes became effective on April 1, 2017. For additional information, see Note 7 - “Notes Payable” in the Notes to the Condensed Consolidated Financial Statements as of March 31, 2017 and March 31, 2016 included in this prospectus.

Liquidity and Capital Resources

The following table provides a summary of our cash flows for each of the three-months ended March 31, 2017 and 2016:

	Three-months Ended March 31, 2017	Three-months Ended March 31, 2016
Net cash used in operating activities	$(186,172)	$(18,771)
Net cash used in investing activities	(920,133)	-
Net cash provided by financing activities	3,780,040	20,000
Net increase in cash	$2,673,735	$1,229

Operating Activities

Net cash used in operating activities increased $167,401 to $186,172 for the three-months ended March 31, 2017, as compared to the three-months ended March 31, 2016. The increase in net cash used is primarily due to a $909,607 increase in our net loss offset by an increase in operating assets and liabilities of $480,562. The increase in the net loss for the three-months ended March 31, 2017 was a result of the continued expansion and progress made on our business plan, including the integration of the NextGen Acquisition.

Investing Activities

Net cash used in investing activities increased $920,133 for the three-months ended March 31, 2017, as compared to the three-months ended March 31, 2016. The cash used in investment activities was primarily for the purchase of NextGen and technology development.

On February 8, 2017, the Company acquired substantially all of the assets of NextGen in exchange for $750,000 in cash, plus 1,523,809 unregistered shares of Class B Common Stock of the Company and a subordinated secured promissory note issued by the Company in favor of NextGen in the amount of $1,333,334. The NextGen Note matures on the third anniversary of the closing date. Interest accrues and will be paid semi-annually (i) at a rate of 6.5% annually from the closing date through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the closing date through the Maturity Date. In connection with the closing of the acquisition, certain investors of the Company accelerated the funding of the second tranche of their investment totaling $1,350,000. The investors were issued their pro rata share of 1,161,920 shares of Class B Common Stock and Private Placement Notes in the amount of $667,000. For additional information, see “Financing Activities” in Management’s Discussion and Analysis and Note 7 - “Notes Payable” in the Notes to the Condensed Consolidated Financial Statements as of March 31, 2017 and March 31, 2016 included in this prospectus.

Financing Activities

Net cash provided by financing activities increased $3,760,040 to $3,780,040 for the three-months ended March 31, 2017, compared with net cash provided by financing activities of $20,000 during the three-months ended March 31, 2016. This increase is primarily a result of the: (i) 2017 Private Placement of $2,480,000 in Class B Common Stock; and (ii) second tranche of the 2016 Private Placement of $683,040 in Class B Common Stock and $667,000 in promissory notes. For additional information, see Note 1 - “Business Description,” Note 4 - “Acquisitions,” and Note 7 - “Notes Payable” in the Notes to the Condensed Consolidated Financial Statements as of March 31, 2017 and March 31, 2016 included in this prospectus. On March 31, 2017, the Company completed the 2017 Private Placement of 620,000 shares of Class B Common Stock, par value $0.001, at a price of $4.00 per share for aggregate proceeds of $2,480,000. Officers and directors of the Company acquired 175,000 shares of Class B Common Stock in the 2017 Private Placement. On April 30, 2017, the Company sold an additional 37,500 shares in connection with the 2017 Private Placement. Proceeds from the 2017 Private Placement will be used to complete the launch of the Company’s website, acquire vehicle inventory, continue development of the Company’s platform, and for working capital purposes. For additional information, see Note 8 - “Stockholders’ Equity” in the Notes to the Condensed Consolidated Financial Statements as of March 31, 2017 and March 31, 2016 included in this prospectus.

On March 31, 2017, the Company completed funding of the second tranche of the 2016 Private Placement. The investors were issued their pro rata share of 1,161,920 shares of Class B Common Stock of the Company and the Private Placement Notes in the amount of $667,000, in consideration of cancellation of loan agreements having an aggregate principal amount committed by the purchasers of $1,350,000. Under the terms of the Private Placement Notes, interest shall accrue on the outstanding and unpaid principal amount until paid in full. The Private Placement Notes mature on March 31, 2020. Interest accrues at a rate of 6.5% annually from the closing date through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the closing date through the maturity date. Upon the occurrence of any event of default, the outstanding balance under the Private Placement Notes shall become immediately due and payable upon election of the holder. Based on the relative fair values attributed to the Class B Common Stock and promissory notes issued in the 2016 Private Placement the Company recorded a debt discount on the promissory notes of $667,000 with the corresponding amounts as addition to paid in capital, net of deferred taxes. The debt discount will be amortized to interest expense over the life of the notes using the effective interest method. For additional information, see Note 7 - “Notes Payable” in the Notes to the Condensed Consolidated Financial Statements as of March 31, 2017 and March 31, 2016 included in this prospectus.

On July 13, 2016, the Company entered into the BHLP Note with Berrard Holdings, an entity owned and controlled by our current Chief Financial Officer and director, Mr. Berrard, pursuant to which the Company was required to repay $191,858 on or before July 13, 2026 plus interest at 6% per annum. The BHLP Note was also convertible into common stock, in whole, at any time before maturity at the option of the holder at the greater of $0.06 per share or 50% of the priceper share of the next qualified financing which is defined as $500,000 or greater. Effective August 31, 2016, the principal amount of the BHLP Note was amended to include an additional $5,500 loaned to the Company, on the same terms. On November 28, 2016,the Company completed its qualified financing at $1.50 per share which established the conversion price per share for the BHLP Note of $0.75 per share, resulting in the principal amount of the BHLP Note being convertible into 263,144 shares of Class B Common Stock. As such, November 28, 2016 became the “commitment date” for determining the value of the BHLP Note conversion feature. Because there had been no trading in the Company’s common stock since July 2014, other than the purchase by Berrard Holdings of 99.5% of the outstanding shares in a single transaction, the Company used the Monte Carlo simulation to determine the intrinsic value of the conversion feature of the BHLP Note, which resulted in a value in excess of the principal amount of the BHLP Note. Thus, the Company recorded as a note discount of $197,358 with the corresponding amount as an addition to paid in capital. This note discount will be amortized to interest expense until the scheduled maturity of the BHLP Note in July 2026 or it is converted using the effective interest method. The effective interest rate at March 31, 2017 was 7.4%. Interest expense on the BHLP Note for the three-months ended March 31, 2017 was $2,920 and the amortization of the beneficial conversion feature was $3,558. OnMarch 31, 2017, the Company issued 275,312 shares of Class B Common Stock upon full conversion of the BHLP Note, having an aggregate principal amount, including accrued interest, of $206,484 and a conversion price of $0.75 per share. In connection with the conversion of the BHLP Note, the remaining debt discount of $196,076 was charged to interest expense in the Condensed Consolidated Statements of Operations and the related deferred tax liability was credited to additional paid in capital in the Condensed Consolidated Balance Sheets. For additional information, see Note 7 - “Notes Payable” in the Notes to the Condensed Consolidated Financial Statements as of March 31, 2017 and March 31, 2016 included in this prospectus.

Investment in Growth

As of March 31, 2017, the Company had a total of $4,024,315 in available cash. Our cash requirements for the next twelve months are significant as we have begun to aggressively invest in the growth of our business and we expect this investment to continue. We plan to invest heavily in inventory, marketing, technology and infrastructure to support the growth of the business. These investments are expected to increase our negative cash flow from operations and operating losses at least in the near term, and there is no guarantee that we will be able to realize the return on our investments. If we were to not receive any additional funds, we may not continue in business for the next 12 months with our currently available capital. Since inception, we have financed our cash flow requirements through debt and equity financing. However, additional funds may not be available when we need them, on terms that are acceptable to us, or at all. Volatility in the credit markets may also have an adverse effect on our ability to obtain debt financing. Our limited operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving business model, advancement of technology and the management of growth. To address these risks, we must, among other things, continue our development of relevant applications, stay abreast of changes in the marketplace, as well as implement and successfully execute our business and marketing strategy. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Off-Balance Sheet Arrangements

As of March 31, 2017, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Emerging Growth Company

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing not to take advantage of the extended transition period for complying with new or revised accounting standards.

RumbleON Results of Operations for the Years Ended December 31, 2016 and November 30, 2015, and the Month Ended December 31, 2015

The following table provides our results of operations for the year ended December 31, 2016, for the month ended December 31, 2015, and for the year ended November 30, 2015. As of December 31, 2016, the Company has not generated any revenue. This financial information should be read in conjunction with our audited Financial Statements and Notes thereto included in this prospectus.

Operating expenses:	December 31, 2016	December 31, 2015	November 30, 2015
General and administrative	$57,825	$-	$2,529
Depreciation and amortization	1,900	158	1,900
Impairment of assets	792	-	-
Professional fees	152,876	2,850	37,123

Total operating expenses	213,393	3,008	41,552

Other expense:
Interest expense - related party	11,698	719	7,257
Total other expense	11,698	719	7,257

Net loss before provision for income taxes	$225,091	$3,727	$48,809

Operating Expenses

Operating expenses increased $168,833 or 379% to $213,393 for the year ended December 31, 2016 as compared to the thirteen-month period ended December 31, 2015. The significant components of this change were increases in general and administrative expenses and professional fees. General and administrative expenses increased $55,296 to $57,825 for the year ended December 31, 2016, as compared to the thirteen-month period ended December 31, 2015. The components of this change were an increase in licenses and permits, insurance and travel expenses associated with developing the RumbleON business model and completing the NextGen Acquisition.

Professional fees consist primarily of legal and accounting fees and costs associated with: (i) financing activities; (ii) general corporate matters; (iii) acquisitions; (iv) the preparation of quarterly and annual financial statements; and (v) the filing of regulatory reports required of the Company for public reporting purposes. Professional fees increased $112,903 or 282% to $152,876 for the year ended December 31, 2016, as compared to the thirteen-month period ended December 31, 2015. This increase was primarily a result of legal, accounting and other professional fees and expenses incurred in connection with the: (i) change of control transaction in August 2016; (ii) private placement of common stock and convertible loan agreement transaction completed in November 2016; (iii) NextGen Acquisition; and (iv) various corporate matters resulting from the discontinuation of the Smart Server business strategy and the adoption of the RumbleON business plan. For additional information, see Item 1 Business “Background Overview”, and Note 11 “Subsequent Events” in the Notes to the Consolidated Financial Statements.

Interest expense-related party consist of interest on the convertible note-related party and the note payable-related party. Interest expense-related party increased $3,722 or 47% to $11,698 as a result of higher level debt outstanding for the year ended December 31, 2016, as compared to the thirteen-month period ended December 31, 2015. Included in interest expense is $1,282 of interest related to the beneficial conversion feature on the convertible note payable-related party.

Liquidity and Capital Resources

The following table provides a summary of our cash flows for the year ended December 31, 2016, for the month ended December 31, 2015, and for the year ended November 30, 2015:

	December 31, 2016	December 31, 2015	November 30, 2015
Net cash used in operating activities	$(19,976)	$(5,850)	$(32,632)
Net cash used in investing activities	(45,515)	-	-
Net cash provided by financing activities	1,412,358	8,000	28,000
Net increase/(decrease) in cash	$1,346,867	$2,150	$(4,632)

Operating Activities

Net cash used in operating activities decreased $18,506 or 48% to $19,976 for the year ended December 31, 2016, as compared to the thirteen-month period ended December 31, 2015. The decrease in net cash used is primarily due to a $172,042 increase in our net loss offset by an increase in net working capital of $208,635. The increase in the net loss for the year ended December 31, 2016 was a result of beginning to incur startup costs and expenses in connection with the development of the RumbleON business plan.

Investing Activities

Net cash used in investing activities increased $45,515 for the year ended December 31, 2016, as compared to the thirteen-month period ended December 31, 2015. The cash used in investment activities was for the purchase of various domain names. There was no cash used in investing activities for the month ended December 31, 2015 and for the year ended November 30, 2015.

Financing Activities

Net cash provided by financing activities increased $1,376,358 to $1,412,358 for the year ended December 31, 2016, compared with net cash provided by financing activities of $36,000 during the thirteen-month period ended December 31, 2015. This increase is primarily a result of the: (i) issuance of a $197,358 convertible note payable to Berrard Holdings Limited Partnership; (ii) issuance of $17,000 in notes payable to E. Venture Resources Inc. and (iii) sale of $1,354,000 of common stock in a private placement. These amounts were offset by a $158,000 repayment of notes payable E. Venture Resources Inc. Cash Requirements and Financing Transactions.

As of December 31, 2016, the Company had a total of $1,350,580 in available cash. If we were to not receive any additional funds, we could not continue in business for the next 12 months with our currently available capital. Since inception, we have financed our cash flow requirements through debt and equity financing. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending the Company’s ability to generate sustainable cash flow from the implementation of its business strategy and utilization of its e-commerce platform. See Item 1 Business “Background Overview” for a further discussion of the Company’s business strategy.

Since the completion of the Company’s initial public offering it has funded its business activities through a series of promissory notes with E. Venture Resources, Inc., totaling $158,000. The terms of the promissory notes provide for an interest rate of 6% per annum with all accrued balances due and payable within 24 months of the date of the promissory note. During July 2016, the Company repaid the entire amount of principal and accrued interest to E. Venture Resources, Inc. During July 2016, the Company executed a convertible promissory note with Berrard Holdings Limited Partnership for a total of $197,358. The terms of the promissory notes provide for an interest rate of 6% per annum with all accrued balances due and payable in July 2026. The debt is convertible into shares of common stock at a per share price of $0.75.

On November 28, 2016, Smart Server completed the 2016 Private Placement with certain accredited investors, with respect to the sale of an aggregate of 900,000 shares of common stock of the Company at a purchase price of $1.50 per share for total consideration of $1,350,000. In connection with the Private Placement, the Company also entered into loan agreements with the Purchasers pursuant to which the purchasers will loan to the Company their pro rata share of up to $1,350,000 in the aggregate upon the request of the Company at any time on or after January 31, 2017 and before November 1, 2020, pursuant to the terms of the convertible promissory note attached to each of the loan agreements.

Our cash requirements for the next twelve months are significant and will consist primarily of funds needed for: (i) our day-to-day operations; (ii) capital expenditures associated with computer equipment and software development; and (iii) the purchase of inventory held for sale. However, additional funds may not be available when we need them, on terms that are acceptable to us, or at all. Volatility in the credit markets may also have an adverse effect on our ability to obtain debt financing.

Even though we expect to begin generating revenue, we can make no assurances and therefore we may incur operating losses in the next twelve months. Our limited operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving business model, advancement of technology and the management of growth. To address these risks, we must, among other things, continue our development of relevant applications, stay abreast of changes in the marketplace, as well as implement and successfully execute our business and marketing strategy. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS FOR NEXTGEN

Background and Business Overview

On January 8, 2017, NextGen, Halcyon, and members of Halcyon entered into an Asset Purchase Agreement with Smart Server. The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, Smart Server would acquire all of NextGen’s assets, properties and rights of whatever kind, tangible and intangible, other than the excluded assets under the terms of the Agreement. Smart Server also would assume liability only for certain post-closing contractual obligations pursuant to the terms of the Agreement, primarily related to operating and maintaining the CyclePro application. Additionally, Smart Server agreed to be responsible for certain payroll costs and operating expenses of NextGen incurred after January 16, 2017 and through the closing of the NextGen Acquisition, and benefit from all revenue earned from January 16, 2017 forward. On February 8, 2017, before the closing of the NextGen Acquisition, Smart Server assigned to NextGen Pro the right to acquire NextGen’s assets and liabilities (but not any other rights or obligations under the NextGen Agreement). The transaction closed on February 8, 2017.

NextGen Pro acquired substantially all of the assets of NextGen in exchange for the payment of approximately $750,000 in cash, the issuance to NextGen of 1,523,809 NextGen Shares, the issuance of the NextGen Note by Smart Server in the amount of $1,333,333, and the assumption by NextGen Pro of certain specified liabilities of NextGen. The NextGen Note matures on the third anniversary of the date the NextGen Note is entered into (the “Maturity Date”). Interest will accrue on the NextGen Note and be paid semi-annually (i) at a rate of 6.5% annually from the date the NextGen Note is entered into through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the date the NextGen Note is entered into through the Maturity Date.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Any adjustments applied to estimated amounts are recognized in the year such adjustments are determined.

Software Capitalization

NextGen capitalizes the costs associated with the development of its software solutions and website pursuant to ASC Topic 350, Intangibles – Goodwill and Other. Other costs related to the maintenance of the software are expensed as incurred. Amortization is provided over the estimated useful lives of seven years using the straight-line method for financial statement purposes.

Revenue Recognition

NextGen recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. Dealers typically pay monthly subscription fees to access some or all modules on an a la carte basis, as well as, in certain cases, implementation or training fees.

Marketing and Advertising Costs

NextGen expenses marketing and advertising costs as incurred.

Newly Issued Accounting Pronouncements

No recently adopted or new accounting pronouncements have had, or are expected to have, a material effect on NextGen’s net loss, financial position or cash flows.

NextGen Results of Operations for the Year Ended December 31, 2016 and for the Period from December 10, 2015 through December 31, 2015

The following table provides our results of operations for the year ended December 31, 2016, and for the period from December 10, 2015 (inception) and ended on December 31, 2015 (the “period ended December 31, 2015”). This financial information should be read in conjunction with NextGen’s audited Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in this Prospectus.

	For the year ended December 31, 2016	For the period ended December 31, 2015
Revenue:
Gross revenue	$138,141	$6,257

Cost and Expenses:
Cost of goods sold	332,559	17,857
General and administrative expenses	1,586,002	96,608
	1,918,561	114,465
Operating Loss	(1,780,420)	(108,208)

Other Income	644	-

Net Loss	$(1,779,776)	$(108,208)

Revenue

Revenue consists of: (i) monthly subscription fees paid by dealers for access to some (a la carte basis) or all modules that the Company offers; and (ii) implementation and training fees. Subscription fees comprised approximately 80% of total revenue for the year ended December 31, 2016, while implementation accounted for the majority of the balance. Revenue increased $131,884 to $138,141 for the year ended December 13, 2016 as compared to 2015 primarily as a result of 2015 containing only 21 days in the period and an increase in new customers during the year ended December 31, 2016.

Cost of Goods Sold

Cost of sales consists of amount paid by NextGen for: (i) various data feeds from third parties; (ii) hosting of the customer facing website; (iii) commissions for new sales; (iv) labor incurred in development activities which include payroll and third-party contractors involved in application, content, production, maintenance, operation, and platform development of internal-use software and general website development; and (v) implementation and training of new and existing customers. These costs and expenses are charged to cost of goods sold as incurred. For the year ended December 31, 2016 training costs and hosting costs represented approximately 62% and 10%, respectively of Cost of goods sold, with the cost of data feeds from information providers or integrated software vendors representing the balance of costs.

General and administrative

General and administrative for the year ended December 31, 2016 and the period ended December 31, 2015 consisted of the following:

	For the year ended December 31,		For the period ended December 31,
	2016	%	2015	%
Payroll	$548,299	35%	$24,000	25%
Technology costs	384,442	24%	6,495	7%
Depreciation and amortization	253,468	16%	9,369	10%
Marketing	100,035	6%	-	0%
Rent	87,305	6%	4,314	4%
Other	212,453	13%	524,430	54%
	$1,586,002	100%	$96,608	100%

Technology expenditures include those costs that are not capitalized pursuant to ASC 350, Intangibles — Goodwill and Other. Depreciation and amortization is primarily comprised of the amortization of capitalized software and website. Marketing includes the monthly fees and sales commissions earned by the Company’s Marketing Partner under a Marketing Services Agreement. For additional information, see Note 3 “Related Party Transactions” in the Notes to the Consolidated Financial Statements for NextGen.

Liquidity and Capital Resources

The following table provides NextGen’s cash flows from operations for the year ended December 31, 2016 and for the period ended December 2015:

	For the year ended December 31, 2016	For the period ended December 31, 2015
Net cash used in operating activities	$(1,111,190)	$-
Net cash used in investing activities	(341,919)	-
Net cash provided by financing activities	-	1,500,000
Net increase/(decrease) in cash	$(1,453,109)	$1,500,000

Operating Activities

Net cash used in operating activities increased to $1,111,190 for the year ended December 31, 2016, as compared to the period ended December 31, 2015. The increase in net cash used is primarily due to a $1,671,568 increase in our net loss, offset by an increase in net working capital of $408,860. The increase in the net loss for the year ended December 31, 2016 was a result of continuing to incur startup cost and expenses in connection with the development of the NextGen business plan.

Investing Activities

Net cash used in investing activities increased $341,919 for the year ended December 31, 2016, as compared to the period ended December 31, 2015. The cash used in investment activities was for the capitalized costs and expenses associated with the development of the Company’s software solutions and website in accordance with ASC Topic 350, Intangibles — Goodwill and Other. There was no cash used in investing activities for the period ended December 31, 2015.

Financing Activities

There was no net cash provided by financing activities for the year ended December 31, 2016. The Company financially sustained its activities for the year ended December 31, 2016 from the initial contribution of $1,500,000 from an investor in December 2015

FORWARD-LOOKING STATEMENTS

This Registration Statement on Form S-1 contains forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows, and business prospects. These statements include, among other things, statements that:

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We have no operating history and we cannot assure you the Company will achieve or maintain profitability;

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The initial development and growth of our business over the first 24 months of operations, and such growth may not be indicative of our future growth and, if we continue to grow rapidly, we may not be able to manage our growth effectively;

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If we suffer a significant interruption in our ability to gain access to third-party data, our business and operating results will suffer;

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The failure to develop and maintain our brand could harm our ability to grow unique visitor traffic and to expand our dealer network;

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Our ability to grow our complementary product offerings may be limited, which could negatively impact our development, growth, revenue and financial performance;

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We will be relying on third-party financing providers to finance a significant portion of our customers’ vehicle purchases;

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We rely on a number of third parties to perform certain operating and administrative functions for the Company;

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We participate in a highly competitive market, and pressure from existing and new companies may adversely affect our business and operating results;

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Seasonality or weather trends may cause fluctuations in our unique visitors, revenue and operating results;

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Failure to adequately protect our intellectual property could harm our business and operating results;

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We may in the future be subject to intellectual property disputes, which are costly to defend and could harm our business and operating results;

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We may not be able to protect our proprietary technology;

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The pro forma financial statements were presented for illustrative purposes only and may not be an indication of our financial condition or results of operations following the NextGen Acquisition;

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Because our common stock may be deemed a low-priced “penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions;

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Our internal controls may be inadequate which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public;

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Raising additional funds through debt or equity financing could be dilutive and may cause the market price of our common stock to decline;

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Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall;

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We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock;

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Even if we no longer qualify as an “emerging growth company”, we may still be subject to reduced reporting requirements so long as we are considered a “smaller reporting company”;

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We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties;

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as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements may appear throughout this report, including without limitation, the following sections: “Risk Factors,” “Description of Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, those discussed in this Registration Statement on Form S-1, and in particular, the risks discussed under the caption “Risk Factors” and those discussed in other documents we file with the Securities and Exchange Commission (SEC). We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

On December 16, 2016, the Board approved the dismissal of Seale and Beers, CPAs (“Seale and Beers”) as the Company’s independent registered public accounting firm, effective December 16, 2016.

Seale and Beers audited the Company’s financial statements for the years ended November 30, 2015 and November 30, 2014. Seale and Beers’ reports on the Company’s financial statements for the years ended November 30, 2015 and November 30, 2014 did not contain any adverse opinion or disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles. However, the Seale and Beers’ reports on the Company’s financial statements for the years ended November 30, 2015 and November 30, 2014 each contained an explanatory paragraph noting there was substantial doubt as to the Company’s ability to continue as a going concern.

In connection with Seale and Beers’ audit of the Company’s financial statements for the fiscal years ended November 30, 2015 and November 30, 2014 and through the subsequent interim period ended December 16, 2016, the Company has had no disagreement with Seale and Beers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Seale and Beers, would have caused Seale and Beers to make a reference to the subject matter of the disagreements in connection with its reports on the financial statements for the fiscal year ended November 30, 2015 and November 30, 2014.

On December 20, 2016, the Board also approved the engagement of Scharf Pera & Co., PLLC (“Scharf Pera”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The engagement of Scharf Pera was effective December 20, 2016. During the fiscal years ended November 30, 2014 and November 30, 2015, and the subsequent interim period through December 20, 2016, neither the Company nor anyone on its behalf consulted with Scharf Pera regarding either (i) the application of accounting principles to a specific completed or proposed transaction or the type of audit opinion that might be rendered on the Company’s financial statements, and Scharf Pera did not provide written reports or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue during such periods or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(i)(iv) of Regulation S-K and related instructions to such item) or a reportable event (as described in Item 304(a)(i)(v) of Regulation S-K).

DIRECTORS AND EXECUTIVE OFFICERS

Below are the names of and certain information regarding our current executive officers and directors:

Name	Age	Position
Marshall Chesrown	59	Chief Executive Officer and Chairman
Steven R. Berrard	62	Chief Financial Officer, Secretary and Director
Denmar Dixon	55	Director
Kartik Kakarala	39	Director
Mitch Pierce	60	Director
Kevin Westfall	61	Director

Marshall Chesrown has served as our Chief Executive Officer and Chairman since October 24, 2016. Mr. Chesrown has over 35 years of leadership experience in the automotive retail sector. From December 2014 to September 2016, Mr. Chesrown served as Chief Operating Officer and as a director of Vroom.com, an online direct car retailer (“Vroom”). Mr. Chesrown served as Chief Operating Officer of AutoAmerica, an automotive retail company, from May 2013 to November 2014. Previously, Mr. Chesrown served as the President of Chesrown Automotive Group from January 1985 to May 2013, which was acquired by AutoNation, Inc. (“AutoNation”), a leading automotive retail company, in 1997. Mr. Chesrown served as Senior Vice President of Retail Operations for AutoNation from 1997 to 1999. From 1999 to 2013, Mr. Chesrown served as the Chairman and Chief Executive Officer of Blackrock Development, a real estate development company widely known for development of the nationally recognized Golf Club at Black Rock.

We believe that Mr. Chesrown possesses attributes that qualify him to serve as a member of our board of directors, including his extensive experience in the automotive retail sector.

Steven R. Berrard has served as our Chief Financial Officer since January 9, 2017 and served as Interim Chief Financial Officer from July 13, 2016 through January 9, 2017 and as Chief Executive Officer from July 13, 2016 through October 24, 2016. Mr. Berrard has also served as Secretary and a director of the Company since July 13, 2016. Mr. Berrard served as a director of Walter Investment Management Corp. (“Walter Investment”) from 2010 until May 2017. Mr. Berrard served on the Board of Directors of Swisher Hygiene Inc., a publicly traded industry leader in hygiene solutions and products, from 2004 until May 2014. Mr. Berrard is the Managing Partner of New River Capital Partners, a private equity fund he co-founded in 1997. Mr. Berrard was the co-founder and Co-Chief Executive Officer of AutoNation, Inc. (“AutoNation”), a leading automotive retail company, from 1996 to 1999. Prior to joining AutoNation, Mr. Berrard served as President and Chief Executive Officer of the Blockbuster Entertainment Group, at the time the world’s largest video store operator. Mr. Berrard served as President of Huizenga Holdings, Inc., a real estate management and development company, and served in various positions with subsidiaries of Huizenga Holdings, Inc. from 1981 to 1987. Mr. Berrard was employed by Coopers & Lybrand (now PricewaterhouseCoopers LLP (“PwC”)) from 1976 to 1981. Mr. Berrard currently serves on the Board of Directors of Pivotal Fitness, Inc., a chain of fitness centers operating in a number of markets in the United States. He has previously served on the Boards of Directors of Jamba, Inc., (2005 – 2009), Viacom, Inc., (1987 – 1996), Birmingham Steel (1999 – 2002), HealthSouth (2004 – 2006), and Boca Resorts, Inc. (1996 – 2004). Mr. Berrard earned his B.S. in Accounting from Florida Atlantic University.

We believe that Mr. Berrard’s management experience and financial expertise is beneficial in guiding the Company’s strategic direction. He has served in senior management and/or on the Board of Directors of several prominent, publicly traded companies. In several instances, he has led significant growth of the businesses he has managed. In addition, Mr. Berrard has served as the Chairman of the audit committee of several boards of directors.

Denmar Dixon has served on our board of directors since January 9, 2017. Mr. Dixon served as a director of Walter Investment from April 2009 (and for its predecessor since December 2008) until June 2016. Effective October 2015, Mr. Dixon was appointed Chief Executive Officer and President of Walter Investment and served until his resignation effective June 2016. Mr. Dixon previouslyserved as Vice Chairman of the Board of Directors and Executive Vice President of Walter Investment since January 2010 and Chief Investment Officer of Walter Investment since August 2013. Before becoming an executive officer of Walter Investment, also served as a member of Walter Investment's Audit Committee and Nominating and Corporate Governance Committee and as Chairman of the Compensation and Human Resources Committee (Mr. Dixon resigned from each of these committee positions immediately before his appointment as the Vice Chairman of the Board of Directors and Executive Vice President of the Company). Before serving on the Board of Directors of Walter Investment, Mr. Dixon was elected to the Board of Managers of JWH Holding Company, LLC (“JWHHC”), a wholly-owned subsidiary of Walter Industries, Inc., in anticipation of the spin-off of Walter Investment Management, LLC (“WIM”) from Walter Industries, Inc. (now known as Walter Energy, Inc.). In 2008, Mr. Dixon founded Blue Flame Capital, LLC ("Blue Flame"), a consulting, financial advisory and investment firm. Before forming Blue Flame, Mr. Dixon spent 23 years with Banc of America Securities, LLC (“Banc of America”) and its predecessors. At the time of his retirement, Mr. Dixon was a Managing Director in the Corporate and Investment Banking group and held the position of Global Head of the Basic Industries group.

We believe that Mr. Dixon possesses attributes that qualify him to serve as a member of our board of directors, including his extensive business development, mergers and acquisitions and capital markets/investment banking experience within the financial services industry. As a director, he provides significant input into, and is actively involved in, leading the Company’s business activities and strategic planning efforts. Mr. Dixon has significant experience in the general industrial, consumer and business services industries.

Kartik Kakarala was appointed to our board of directors immediately following the completion of the NextGen Acquisition in February 2017. Mr. Kakarala is the Chief Executive Officer of Halcyon Technologies, a global software solutions company with over 280 employees worldwide. He is responsible for sales, business development and innovation, as well as the creation of technology assets. He has been responsible for the growth of a number of strategic, horizontal competencies, and vertical business units like automotive, utilities, finance and healthcare practices. Mr. Kakarala has served as the Chief Executive Officer and President of NextGen from January 2016 to February 2017, which was acquired by the Company in February 2017, providing inventory management solutions to the powersports, recreational vehicle and marine sectors in North America. He served as Chief Executive Officer and President of NextGenAuto from July 2013 to December 2015. Mr. Kakarala served as Chief Executive Officer of ECarTag solutions since 2014, which provides unique wireless pricing solutions to automotive dealers. He served as Director/Co-Founder of Vehicle Systems since 2013 which provides vehicle purchase program solutions. Mr. Kakarala has served as Co-Founder and Managing Partner of Red Bumper from July 2010 to August 2014, a company which provided used car inventory management solutions used by thousands of automotive dealers across North America and which was later acquired by ADP in 2014. Mr. Kakarala served as Director/Co-Founder of GridFirst solutions since 2012, a company providing home automation solutions to energy customers. Mr. Kakarala holds a Master’s degree in Computer Science from University of Houston.

We believe that Mr. Kakarala possesses attributes that qualify him to serve as a member of our board of directors, as he is regarded as a pioneer in developing several systems in the automotive industry including CRM, ERP, inventory management and financial applications.

Mitch Pierce has served on our board of directors since January 9, 2017. Mr. Pierce has over 35 years of leadership experience in the automotive retail sector. Mr. Pierce served as the President of Tempe Toyota Group from January 1985 to June 1997, which was acquired by AutoNation, Inc. (“AutoNation”), a leading automotive retail company, in 1997. Mr. Pierce served as a Regional Vice President of Retail Operations for AutoNation from 1997 to 2003. Mr. Pierce currently owns one of the five largest Toyota stores in United States and is a partner in six other major auto dealerships. Mr. Pierce is a board member of the Southern California Toyota Dealers. He served on the National Dealer Council for Toyota Dealers in 1996-97. He is Past Chairman of the Arizona Automobile Dealer Association.

We believe that Mr. Pierce possesses attributes that qualify him to serve as a member of our board of directors, including his more than 30 years of executive experience in the automotive retail sector and broad base of business knowledge and experience.

Kevin Westfall has served on our board of directors since January 9, 2017. Mr. Westfall was a co-founder and served as Chief Executive Officer of Vroom from January 2012 through November 2015. Previously, from March 1997 through November 2011, Mr. Westfall served as Senior Vice President of Sales and Senior Vice President of Automotive Finance at AutoNation. Mr. Westfall was a founder of BMW Financial Services in 1990 and served as its President until March 1997. Mr. Westfall also served as Retail Lease Manager of Chrysler Credit Corporation from 1987 until 1990 and as President of World Automotive Imports and Leasing from 1980 until 1987.

We believe that Mr. Westfall possesses attributes that qualify him to serve as a member of our board of directors, including his more than 30 years of executive experience in automotive retail and finance operations.

Corporate Governance Principles and Code of Ethics

The Board is committed to sound corporate governance principles and practices. The Board’s core principles of corporate governance are set forth in the RumbleON Corporate Governance Principles (the “Principles”), which were adopted by the Board in May 2017. In order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable laws and regulations, the Board also adopted a Code of Business Conduct and Ethics (“Code of Ethics”), which is applicable to all directors, officers and employees. A copy of the Code of Ethics and the Principles are available on our corporate website at www.rumbleon.com. You also may obtain a printed copy of the Code of Ethics and Principles by sending a written request to: Investor Relations, RumbleON, Inc., 4521 Sharon Road, Suite 370, Charlotte, North Carolina 28211.

Board of Directors

The business and affairs of the Company are managed by or under the direction of the Board. Pursuant to our bylaws, the Board may establish one or more committees of the Board, however designated, and delegate to any such committee the full power of the Board, to the fullest extent permitted by law.

The Board intends to have regularly scheduled meetings and at such meetings our independent directors will meet in executive session. The Board has not appointed a lead independent director; instead the presiding director for each executive session is rotated among the Chairs of our Board committees.

The Board held one meeting and took three actions by unanimous written consent during the year ended December 31, 2016. In 2016, each person serving as a director attended at least 75% of the total number of meetings of our Board and any Board committee on which he or she served.

Our directors are expected to attend our Annual Meeting of Stockholders. Any director who is unable to attend our Annual Meeting is expected to notify the Chairman of the Board in advance of the Annual Meeting. The Company did not hold an annual meeting in 2016.

Board Committees

Pursuant to our bylaws, the Board may establish one or more committees of the Board, however designated, and delegate to any such committee the full power of the Board, to the fullest extent permitted by law.

Our Board has established three separately designated standing committees to assist the Board in discharging its responsibilities: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The charters for our Board committees set forth the scope of the responsibilities of that committee. The Board will assess the effectiveness and contribution of each committee on an annual basis. The charters for our Board committees were adopted by the Board in May 2017. These charters are available at www.rumbleon.com, and you may obtain a printed copy of any of these charters by sending a written request to: Investor Relations, RumbleON, Inc.

Audit Committee. The Board, by unanimous consent, established an audit committee (the “Audit Committee”) in January 2017. The initial members of this committee are Messrs. Dixon (chair) and Westfall. The Board has determined that Mr. Dixon is an “audit committee financial expert”, as defined in Item 407 of Regulation S-K, and is the Chairman of the Audit Committee.

The primary function of the Audit Committee is to assist the Board in fulfilling its responsibilities by overseeing our accounting and financial processes and the audits of our financial statements. The independent auditor is ultimately accountable to the Audit Committee, as representatives of the stockholders. The Audit Committee has the ultimate authority and direct responsibility for the selection, appointment, compensation, retention and oversight of the work of the Company’s independent auditor that is engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company (including the resolution of disagreements between management and the independent auditors regarding financial reporting), and the independent auditor must report directly to the Audit Committee. The Audit Committee also is responsible for the review of proposed transactions between the Company and related parties. For a complete description of the Audit Committee’s responsibilities, you should refer to the Audit Committee Charter.

Compensation Committee. In January 2017, the Board, by unanimous consent, also established a compensation committee (the “Compensation Committee”). The initial members of the Compensation Committee are Messrs. Westfall (Chair) and Dixon. The Compensation Committee was established to, among other things, administer and approve all elements of compensation and awards for our executive officers. The Compensation Committee has the responsibility to review and approve the business goals and objectives relevant to each executive officer’s compensation, evaluate individual performance of each executive in light of those goals and objectives, and determine and approve each executive’s compensation based on this evaluation. For a complete description of the Compensation Committee’s responsibilities, you should refer to the Compensation Committee Charter.

Nominating and Corporate Governance Committee. In January 2017, the Board, by unanimous consent, also established a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”). The initial members of the Nominating and Corporate Governance Committee are Messrs. Chesrown (Chair), Berrard, Westfall and Dixon. The Nominating Committee is responsible for identifying individuals qualified to become members of the Board or any committee thereof; recommending nominees for election as directors at each annual stockholder meeting; recommending candidates to fill any vacancies on the Board or any committee thereof; and overseeing the evaluation of the Board. For a complete description of the Nominating and Corporate Governance Committee’s responsibilities, you should refer to the Nominating and Corporate Governance Committee Charter.

The Nominating and Corporate Governance Committee will consider all qualified director candidates identified by various sources, including members of the Board, management and stockholders. Candidates for directors recommended by stockholders will be given the same consideration as those identified from other sources. The Nominating and Corporate Governance Committee is responsible for reviewing each candidate’s biographical information, meeting with each candidate and assessing each candidate’s independence, skills and expertise based on a number of factors. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Nominating and Corporate Governance Committee considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural background and professional expertise, among other factors.

Board Leadership

The Board has no policy regarding the need to separate or combine the offices of Chairman of the Board and Chief Executive Officer and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for the Company. The positions of Chairman of the Board and Chief Executive Officer are currently held by Marshall Chesrown. The Board believes the Chief Executive Officer is in the best position to direct the independent directors’ attention on the issues of greatest importance to the Company and its stockholders. As a result, the Company does not have a lead independent director. Our overall corporate governance policies and practices combined with the strength of our independent directors and our internal controls minimize any potential conflicts that may result from combining the roles of Chairman and Chief Executive Officer.

Board Oversight of Enterprise Risk

The Board is actively involved in the oversight and management of risks that could affect the Company. This oversight and management is conducted primarily through the committees of the Board identified above but the full Board has retained responsibility for general oversight of risks. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of risk exposures (including risks related to liquidity, credit, operations and regulatory compliance, among others), and the processes in place to monitor and control such exposures. The other committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

Director Independence

We are not currently subject to listing requirements of any national securities exchange that has requirements that a majority of the board of directors be “independent.” Nevertheless, our board of directors has determined that all of our directors, other than Messrs. Chesrown, Berrard, and Kakarala, qualify as “independent” directors in accordance with the listing requirements of The NASDAQ Stock Market. The NASDAQ independence definition includes a series of objective tests regarding a director’s independence and requires that the Board make an affirmative determination that a director has no relationship with the Company that would interfere with such director’s exercise of independent judgment in carrying out the responsibilities of a director. There are no family relationships among any of our directors or executive officers.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires that our directors, executive officers, and persons who beneficially own 10% or more of our stock file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our stock and our other equity securities. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the year ended December 31, 2016, our directors, executive officers, and greater than 10% beneficial owners complied with all such applicable filing requirements, except each of Berrard Holdings and Marshall Chesrown untimely filed a Form 3 and a Form 4 reporting one transaction.

EXECUTIVE COMPENSATION

Summary Compensation

Pamela Elliott, who served as the Company’s President, CEO, Secretary, Treasurer, and sole Director from January 1, 2014 through July 13, 2016, has not received any compensation for her service to the Company, except for $1,500 and $1,200 paid in the fiscal years ended November 30, 2015 and 2014, respectively.

No other compensation required to be reported pursuant to this Item was earned or paid during the three years ended December 31, 2016.

Executive Employment Arrangements

Marshall Chesrown

We have not entered into an employment agreement or arrangement with Mr. Chesrown. Accordingly, he is employed as our Chief Executive Officer on an at-will basis. Mr. Chesrown currently receives no annual base salary.

Mr. Chesrown is eligible for equity compensation under our equity compensation plans, as determined from time to time by the compensation committee of our Board, however through the date of this filing, no grants of equity awards have been made to Mr. Chesrown.

Steven Berrard

We have not entered into an employment agreement or arrangement with Mr. Berrard. Accordingly, he is employed as our Chief Financial Officer on an at-will basis. Mr. Berrard currently receives no annual base salary.

Mr. Berrard is eligible for equity compensation under our equity compensation plans, as determined from time to time by the compensation committee of our Board, however through the date of this filing, no grants of equity awards have been made to Mr. Berrard.

Non-Employee Director Compensation

We have not yet established a policy for non-employee director compensation. We intend to establish a non-employee director compensation policy at our next Board meeting following our 2017 Annual Meeting of Stockholders.

Employee Benefit Plans

2017 Stock Incentive Plan

On January 9, 2017, the Company’s Board of Directors approved the adoption of the RumbleON, Inc. 2017 Stock Incentive Plan (the “Plan”), subject to stockholder approval at the Company’s 2017 Annual Meeting of Stockholders. The purposes of the Plan are to attract, retain, reward and motivate talented, motivated and loyal employees and other service providers (“Eligible Individuals”) by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such persons and the stockholders of the Company. The Plan will allow the Company to grant a variety of stock-based and cash-based awards to Eligible Individuals. Twelve percent (12%) of the Company’s issued and outstanding shares of Class B Common Stock from time to time are reserved for issuance under the Plan. As of June 28, 2017, 9,018,541 shares of our Class B Common Stock were issued and outstanding, resulting in up to 1,082,224 shares of our Class B Common Stock available for issuance under the Plan. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by the Plan included as Exhibit 10.4 to this report and incorporated herein by reference.

On March 31, 2017, the Company granted each of Messrs. Dixon, Pierce and Westfall 35,000 restricted stock units under the Plan, subject to stockholder approval of the Plan.

We have not maintained any other equity compensation plans since our inception.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have been a party to the following transactions since January 1, 2015, in which the amount involved exceeds $120,000 and in which any director, executive officer, or holder of more than 5% of any class of our voting stock, or any member of the immediate family of or entities affiliated with any of them, had or will have a material interest.

Related Party Loans Before Change in Control

As of December 31, 2015, the Company had loans of $141,000 and accrued interest of $13,002 due to an entity that is owned and controlled by a family member of Pamela Elliot, a former officer and director of the Company. All convertible notes and related party notes outstanding, including interests, of $175,909 as of July 13, 2016 were paid in full in July 2016 in connection with the change in control. For a description of the change in control, see the section, Description of Business – Acquisition of Smart Server, above.

2016 Financing

In July 2016, Berrard Holdings loaned the Company, and the Company executed the BHLP Note in the principal amount of $191,858 payable to Berrard Holdings. Pursuant to the BHLP Note, the Company is obligated to repay $191,858 with interest thereon at the rate of 6% per annum. The maturity date of the BHLP Note is July 13, 2026 (the “Maturity Date”). Further, the BHLP Note provided that from the date of an equity financing of at least $500,000 through the Maturity Date, Berrard Holdings has the right to convert the outstanding balance under the BHLP Note into shares of capital stock of the Company being issued in such qualified financing (“Qualified Financing Securities”) at a conversion price equal to the greater of (i) $0.06 and (ii) fifty percent (50%) of the price per share at which the Qualified Financing Securities are sold by the Company in the qualified financing (the “Conversion Price”). The 2016 Private Placement (as described below) was completed on November 28, 2016 and is considered a qualified financing; as such, the Conversion Price of the BHLP Note was established at $0.75.

Effective August 31, 2016, the principal amount of the BHLP Note was amended to include an additional $5,500 loaned to the Company, on the same terms as the original BHLP Note.

On March 31, 2017, we issued 275,312 shares of Class B Common Stock upon full conversion of the BHLP Note, having an aggregate principal amount, including accrued interest, of $206,484 and a conversion price of $0.75 per share.

November 2016 Private Placement

On November 28, 2016, the Company completed the 2016 Private Placement with certain purchasers, with respect to the sale of an aggregate of 900,000 shares of Class B Common Stock of the Company at a purchase price of $1.50 per share for total consideration of $1,350,000. In connection with the private placement, the Company also entered into the loan agreements, pursuant to which the purchasers will loan to the Company their pro rata share of up to $1,350,000 in the aggregate upon the request of the Company at any time on or after January 31, 2017 and before November 1, 2020.

In connection with the 2016 Private Placement, Blue Flame, an entity controlled by Denmar Dixon, one of the Company’s directors, paid $250,000 for 166,667 shares of the Company’s Class B Common Stock. Also, in connection with the private placement, Ralph Wegis, a holder of more than 5% of our common stock, paid $799,999.50 for 533,333 shares of the Company’s Class B Common Stock.

On March 31, 2017, the Company completed funding of the second tranche of the November 2016 Private Placement pursuant to which, the purchasers each received their pro rata share of (1) 1,161,920 shares of Class B Common Stock and (2) a promissory note in the aggregate principal amount of $667,000, in consideration of cancellation of loan agreements having an aggregate principal amount committed by the purchasers of $1,350,000. As a result, Blue Flame received 645,512 shares of Class B Common Stock and a promissory note in the principal amount of $370,556, and Mr. Wegis received 258,204 shares of Class B Common Stock, and a promissory note in the principal amount of $148,222.

Test Dealer

A key component of the Company’s business model is to use dealer partners in the acquisition of motorcycles as well as utilize these dealer partners to provide inspection, reconditioning and distribution services. Correspondingly, the Company will earn fees and transaction income, and the dealer partner will earn incremental revenue and enhance profitability through increased sales, leads, and fees from inspection, reconditioning and distribution programs. These dealer partners will be designated by the Company as Select Dealers. In connection with the development of the Select Dealer program the Company has already been testing various aspects of the program by utilizing a dealership (the “Test Dealer”) to which Mr. Chesrown has provided financing in the form of a $400,000 convertible promissory note. The note matures on May 1, 2019, interest is payable monthly at 5% per annum and can be converted into a 25% ownership interest in the Test Dealer at any time. The Test Dealer is expected to be named a Select Dealer by an agreement with the same material terms as the Company’s other Select Dealer agreements.

In addition, the Company presently intends to sublease warehouse space from the Test Dealer that is separate and distinct from the location of the Test Dealer, on the same terms as paid by the Test Dealer. This subleased facility would then serve as the northwestern regional distribution center for the Company.

Consulting Agreement

In connection with the NextGen Acquisition on February 8, 2017, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Kartik Kakarala, who formerly served as the Chief Executive Officer of NextGen and now serves as a director of the Company. Pursuant to the Consulting Agreement, Mr. Kakarala will serve as a consultant to the Company. The Consulting Agreement may be cancelled by either party, effective upon delivery of a written notice to the other party. Mr. Kakarala’s compensation pursuant to the Consulting Agreement will be $5,000 per month. During the first quarter of 2017, the Company paid a total of $5,000 under the Consulting Agreement.

Services Agreement

In connection with the NextGen Acquisition, on February 8, 2017, the Company entered into a Services Agreement (the “Services Agreement”) with Halcyon, to provide development and support services to the Company. Mr. Kakarala currently serves as the Chief Executive Officer of Halcyon. Pursuant to the Services Agreement, the Company will pay Halcyon hourly fees for specific services, set forth in the Services Agreement, and such fees may increase on an annual basis, provided that the rates may not be higher than 110% of the immediately preceding year’s rates. The Company will reimburse Halcyon for any reasonable travel and pre-approved out-of-pocket expenses in connection with its services to the Company. During the first quarter of 2017, the Company paid a total of $184,470 under the Services Agreement.

March 2017 Private Placement

On March 31, 2017, the Company completed the sale of 620,000 shares of Class B Common Stock in the 2017 Private Placement at a price of $4.00 per share. The Company sold an additional 37,500 shares of Class B Common Stock in connection with the 2017 Private Placement on April 30, 2017. Officers and directors of the Company acquired 175,000 shares of Class B Common Stock in the 2017 Private Placement as follows: Mr. Chesrown – 62,500 shares, Mr. Berrard (through Berrard Holdings) – 62,500 shares, Mr. Pierce – 37,500 shares and Mr. Westfall – 12,500 shares.

Related Party Transaction Policy

In May 2017, our Board adopted a formal policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior consent of the Audit Committee, or other independent members of our board of directors if it is inappropriate for the Audit Committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to the Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, the Audit Committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. The related party transactions described below were entered into prior to the adoption of this policy.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock that may be acquired upon exercise or vesting of equity awards within 60 days of the date of the table below are deemed beneficially owned by the holders of such options and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person.

As of June 28, 2017, 1,000,000 shares of Class A Common Stock and 9,018,541 shares of Class B Common Stock were issued and outstanding. The following table sets forth information with respect to the beneficial ownership of our common stock as of June 28, 2017, by (i) each of our directors and executive officers, (ii) all of our directors and executive officers as a group, and (iii) each stockholder known by us to be the beneficial owner of more than 5% of our common stock. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of common stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of our securities or any of our parents, the operation of which may at a subsequent date result in a change in control of the Company.

Unless otherwise noted below, the address of each person listed on the table is c/o RumbleON, Inc., 4521 Sharon Road, Suite 370, Charlotte, NC 28211.

Name and Address of Beneficial Owner	No. of Shares of Class A Common Stock Owned	Percentage of Class A Ownership (1)(2)	No. of Shares of Class B Common Stock Owned	Percentage of Class B Ownership (1)(3)
Named Executive Officers and Directors:
Marshall Chesrown(4)	875,000	87.5%	1,737,656	19.3%
Steven R. Berrard(5)	125,000	12.5%	1,970,000	21.8%
Denmar Dixon(6)	-	*	962,179	10.7%
Kartik Kakarala(7)	-	*	1,523,809	16.9%
Mitch Pierce(8)	-	*	37,500	*
Kevin Westfall	-	*	12,500	*
All directors and executive officers as a group (6 persons)(9)	1,000,000	100.0%	6,243,644	69.2%
5% Stockholders:
Ralph Wegis(10)	-	*	891,537	9.9%
NextGen Dealer Solutions, LLC(7)	-	*	1,523,809	16.9%

____________

Represents beneficial ownership of less than 1%.

(1)

Calculated in accordance with applicable rules of the SEC.

(2)

Based on 1,000,000 shares of Class A Common Stock issued and outstanding as of June 28, 2017. The Class A Common Stock has ten votes for each share outstanding compared to one vote for each share of Class B Common Stock outstanding. As of June 28, 2017, the holders of the Class A Common Stock will have in aggregate, including shares of Class B Common Stock held by them, voting power representing 72.0% of the Company’s outstanding common stock on a fully diluted basis.

(3)

Based on 9,018,541 shares of Class B Common Stock issued and outstanding as of June 28, 2017.

(4)

As of June 28, 2017, Mr. Chesrown will have voting power representing approximately 55.1% of the Company’s outstanding common stock on a fully diluted basis.

(5)

Shares are owned directly through Berrard Holdings, a limited partnership controlled by Steven R. Berrard. Mr. Berrard has the sole power to vote and the sole power to dispose of each of the shares of common stock which he may be deemed to beneficially own. As of June 28, 2017, Mr. Berrard will have voting power representing approximately 16.9% of the Company’s outstanding common stock on a fully diluted basis.

(6)

Shares are owned directly through Blue Flame Capital, LLC, an entity controlled by Mr. Dixon. Mr. Dixon has the sole power to vote and the sole power to dispose of each of the shares of common stock which he may be deemed to beneficially own. As of June 28, 2017, Mr. Dixon will have voting power representing approximately 5.1% of the Company’s outstanding common stock on a fully diluted basis.

(7)

Shares are owned indirectly through NextGen Dealer Solutions, LLC, a limited liability company of which Mr. Kakarala is the Manager. Mr. Kakarala has the sole power to vote and the sole power to dispose of each of the shares of common stock he may be deemed to beneficially own. As of June 28, 2017, Mr. Kakarala will have voting power representing approximately 8.0% of the Company’s outstanding common stock on a fully diluted basis.

(8)

Held through Pierce Family Trust.

(9)

As of June 28, 2017, all directors and executive officers as a group will have voting power representing approximately 85.4% of the Company’s outstanding common stock on a fully diluted basis.

(10)

As of June 28, 2017, Mr. Wegis will have voting power representing approximately 4.7% of the Company’s outstanding common stock on a fully diluted basis.

PLAN OF DISTRIBUTION

We are registering the shares of Class B Common Stock to permit the resale of these shares of Class B Common Stock by the holders of the Class B Common Stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Class B Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Class B Common Stock.

The selling stockholders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from a named selling stockholder as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling stockholders), may sell the securities from time to time on any stock exchange or automated interdealer quotation system on which the securities are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling stockholders may sell the securities by one or more of the following methods, without limitation:

(a)

block trades in which the broker or dealer so engaged will attempt to sell the securities as agentbut may position and resell a portion of the block as principal to facilitate the transaction;

(b)

purchases by a broker or dealer as principal and resale by the broker or dealer for its own accountpursuant to this prospectus;

(c)

an exchange distribution in accordance with the rules of any stock exchange on which the securities are listed;

(d)

ordinary brokerage transactions and transactions in which the broker solicits purchases;

(e)

privately negotiated transactions;

(f)

short sales;

(g)

through the writing of options on the securities, whether or not the options are listed on an option exchange;

(h)

through the distribution of the securities by any selling stockholder to its partners, members or stockholders;

(i)

one or more underwritten offerings on a firm commitment or best efforts basis; and

(j)

any combination of any of these methods of sale.

The selling stockholders may also transfer the securities by gift. We do not know of any arrangements by the selling stockholders for the sale of any of the securities. The selling stockholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of the securities. These brokers, dealers or underwriters may act as principals, or as an agentof a selling stockholder. Broker-dealers may agree with a selling stockholder to sell a specified number of the securities at a stipulated price per security. If the broker-dealer is unable to sell securities acting as agent for a selling stockholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire securities as principals may thereafter resell the securities from time to time in transactions in any stock exchange or automated interdealer quotation system on which the securities are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. The selling stockholders may also sell the securities in accordance with Rule 144 under the Securities Act of 1933, as amended, rather than pursuant to this prospectus, regardless of whether the securities are covered by this prospectus.

From time to time, one or more of the selling stockholders may pledge, hypothecate or grant a security interest in some or all of the securities owned by them. The pledgees, secured parties or persons to whom the securities have been hypothecated will, upon foreclosure in the event of default, be deemed to be selling stockholders. The number of a selling stockholder’s securities offered under this prospectus will decrease as and when it takes such actions. The plan of distribution for that selling stockholder’s securities will otherwise remain unchanged. In addition, a selling stockholder may, from time to time, sell the securities short, and, in those instances, this prospectus may be delivered in connection with the short sales and the securities offered under this prospectus may be used to cover short sales.

To the extent required under the Securities Act of 1933, the aggregate amount of selling stockholders’ securities being offered and the terms of the offering, the names of any agents, brokers, dealers or underwriters and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the securities may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling stockholder and/or purchasers of selling stockholders’ securities of securities, for whom they may act (which compensation as to a particular broker-dealer might be in excess of customary commissions).

The selling stockholders and any underwriters, brokers, dealers or agents that participate in the distribution of the securities may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the securities sold by them may be deemed to be underwriting discounts and commissions.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Our Articles of Incorporation authorizes the issuance of 100,000,000 shares of common stock, $0.001 par value per share, of which 1,000,000 shares are designated as Class A Common Stock and all other shares of Common Stock are designated as Class B Common Stock. The Class A Common Stock ranks pari passu with all of the rights and privileges of the Class B Common Stock, except that holders of the Class A Common Stock are entitled to ten votes per share of Class A Common Stock issued and outstanding. The Class B Common Stock are identical to the Class A Common Stock in all respects, except that holders of the Class B Common Stock will be entitled to one vote per share of Class B Common Stock issued and outstanding. Our Class B Common Stock is registered pursuant to Section 12(g) of the Securities Act. As of June 28, 2017, 1,000,000 shares of Class A Common Stock and 9,018,541 shares of Class B Common Stock were issued and outstanding.

Holders of shares of Common Stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available to be distributed. In the event of a liquidation, dissolution or winding up of the Company, the holders of shares of Common Stock are entitled to share pro rata all assets remaining after payment in full of all liabilities and the prior payment to the preferred stockholders if any. Holders of Common Stock have no preemptive rights to purchase our Common Stock. There are no conversion rights or redemption or sinking fund provisions with respect to the Common Stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert named in this registration statement as having prepared or certified any part hereof, nor any counsel for the registrant or selling stockholders named in this prospectus as having given an opinion upon the validity of the securities being registered hereunder or other legal matters in connection with the registration or offering of such securities, who was employed for such purpose on a contingent basis, or at the time of preparation, certification or opinion or at any time thereafter, through the state of effectiveness of the registration statement or that part of the registration statement to which such preparation, certification or opinion relates, had, or is to receive in connection hereunder, a substantial interest, direct or indirect, in the registrant or was connected with the registrant as a promoter, managing underwriter, voting trustee, director, officer or employee.

LEGAL MATTERS

The validity of the shares of Class B Common Stock offered through this prospectus has been passed on by Akerman LLP.

EXPERTS

The financial statements of RumbleON, Inc. (formerly Smart Server, Inc.) as of December 31, 2016, December 31, 2015 and November 30, 2015 included in this prospectus have been audited by Scharf Pera & Co., PLLC, independent registered public accountants, and are included herein in reliance upon the authority of such firm as experts in accounting and auditing in giving such report.

The consolidated financial statements of NextGen Dealer Solutions, LLC as of December 31, 2016 and December 31, 2015 included in this prospectus have been audited by Scharf Pera & Co., PLLC, independent registered public accountants, and are included herein in reliance upon the authority of such firm as experts in accounting and auditing in giving such report.

HOW TO GET MORE INFORMATION

We are currently subject to the information requirements of the Exchange Act and in accordance therewith file periodic reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy (at prescribed rates) any such reports, proxy statements and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings will also be available to you on the SEC’s website at http://www.sec.gov.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the information incorporated by reference into this prospectus. Any such request should be directed to:

RumbleON, Inc.

4521 Sharon Road

Suite 370

Charlotte, North Carolina 28211

Attn: Secretary

You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with any information that is different.

Index to Financial Statements

RumbleON, Inc. (formerly Smart Server, Inc.) Financial Statements
Financial Statements as of December 31, 2016, December 31, 2015 and November 30, 2015
Report of Independent Registered Public Accounting Firm	F-2
RumbleON, Inc. (formerly Smart Server, Inc.) Balance Sheets	F-3
RumbleON, Inc. (formerly Smart Server, Inc.) Statements of Operations	F-4
RumbleON, Inc. (formerly Smart Server, Inc.) Statement of Stockholders' Equity (Deficit)	F-5
RumbleON, Inc. (formerly Smart Server, Inc.) Statements of Cash Flows	F-6
RumbleON, Inc. (formerly Smart Server, Inc.) Notes to Financial Statements	F-7

Condensed Consolidated Financial Statements (Unaudited) as of March 31, 2017 and December 31, 2016,
and for the Three Months Ended March 31, 2017 and 2016
RumbleON, Inc. (formerly Smart Server, Inc.) Condensed Consolidated Balance Sheets	F-15
RumbleON, Inc. (formerly Smart Server, Inc.) Condensed Consolidated Statements of Operations	F-16
RumbleON, Inc. (formerly Smart Server, Inc.) Condensed Consolidated Statement of Stockholders’ Equity	F-17
RumbleON, Inc. (formerly Smart Server, Inc.) Condensed Consolidated Statements of Cash Flows	F-18
RumbleON, Inc. (formerly Smart Server, Inc.) Notes to the Condensed Consolidated Financial Statements	F-19

NextGen Dealer Solutions, LLC Financial Statements
Financial Statemens as of December 31, 2016 and December 31, 2015
Report of Independent Registered Public Accounting Firm	F-31
NextGen Dealer Solutions, LLC Balance Sheets	F-32
NextGen Dealer Solutions, LLC Statements of Operations and Changes in Members’ Equity	F-33
NextGen Dealer Solutions, LLC Statements of Cash Flows	F-34
NextGen Dealer Solutions, LLC Notes to Financial Statements	F-35

F-1

RumbleON, Inc. (formerly Smart Server, Inc.) Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of RumbleON, Inc.

We have audited the accompanying balance sheets of RumbleON, Inc. as of December 31, 2016, December 31, 2015, and November 30, 2015, and the related statements of income, stockholders’ equity, and cash flows for the twelve months ended December 31, 2016 and November 30, 2015, and for the month ended December 31, 2015. RumbleON, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor werewe engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RumbleON, Inc. as of December 31, 2016, December 31, 2015, and November 30, 2015, and the results of its operations and its cash flows for the twelve months ended December 31, 2016 and November 30, 2015, and for the month ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Since the Company has not generated revenue from operations substantial doubt exists about its ability to continue on as a going concern. Management’s plans concerning these matters are described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Scharf Pera & Co., PLLC

Charlotte, North Carolina

February 14, 2017

F-2

RumbleON, Inc.

(formerly Smart Server, Inc.)

Balance Sheets

	December 31,		November 30,
	2016	2015	2015
ASSETS
Current assets:
Cash	$1,350,580	$3,713	$1,563
Prepaid expense	1,667	-	-
Total current assets	1,352,247	3,713	1,563

Other assets	45,515	2,692	2,850

Total assets	$1,397,762	$6,405	$4,413

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$139,083	$8,799	$11,799
Accounts payable-related party	80,018	-	-
Current portion of note payable-related party	-	100,000	100,000
Accrued interest payable-current portion	-	11,137	10,627
Total current liabilities	219,101	119,936	122,426

Long-term liabilities:
Accrued interest payable - related party	5,508	1,865	1,656
Note payable-related party		41,000	33,000
Convertible note payable - related party, net	1,282	-	-
Deferred tax liability	78,430	-	-
Total long-term liabilities	85,220	42,865	34,656

Total liabilities	304,321	162,801	157,082

Commitments and Contingencies (Notes 3, 6, 9, 10)	-	-	-

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of December 31, 2016, December 31, 2015 and November 30, 2015	-	-	-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 6,400,000, 5,500,000 and 5,500,000 shares issued and outstanding
as of December 31, 2016, December 31, 2015 and November 30, 2015	6,400	5,500	5,500
Additional paid-in capital	1,534,015	64,500	64,500
Subscriptions receivable	(1,000)	(5,000)	(5,000)
Accumulated deficit	(445,974)	(221,396)	(217,669)
Total stockholders' equity (deficit)	1,093,441	(156,396)	(152,669)

Total liabilities and stockholders' equity (deficit)	$1,397,762	$6,405	$4,413

See Accompanying Notes to Financial Statements.

F-3

RumbleON, Inc.

(formerly Smart Server, Inc.)

Statements of Operations

	For the year ended December 31, 2016	For the month ended December 31, 2015	For the year ended November 30, 2015

Revenue	$-	$-	$-

Operating expenses:
General and administrative	57,825	-	2,529
Depreciation and amortization	1,900	158	1,900
Impairment of assets	792	-	-
Professional fees	152,876	2,850	37,123
Total operating expenses	213,393	3,008	41,552

Other expense:
Interest expense - related party	11,698	719	7,257
Total other expense	11,698	719	7,257

Net loss before provision for income taxes	(225,091)	(3,727)	(48,809)

Benefit for income taxes	513	-	-

Net loss	$(224,578)	$(3,727)	$(48,809)


Weighted average number of common
shares outstanding - basic	5,581,370	5,500,000	3,513,699
shares outstanding - diluted	5,581,370	5,500,000	3,513,699

Net loss per share - basic	$(0.04)	$(0.00)	$(0.01)
Net loss per share - diluted	$(0.04)	$(0.00)	$(0.01)

See Accompanying Notes to Financial Statements.

F-4

RumbleON, Inc. (formerly Smart Server, Inc.) Statement of Stockholders' Equity (Deficit)
	Preferred Shares		Common Shares		Additional Paid	Subscription	Accumulated	Total Stockholders' Equity
	Shares	Amount	Shares	Amount	In Capital	Receivable	Deficit	(Deficit)
Balance, November 30, 2014	-	$-	5,500,000	$5,500	$64,500	$-	$(168,860)	$(98,860)


Repurchased and cancellation of common stock	-	-	(5,000,000)	(5,000)	-	-	-	(5,000)


Issuance of common stock	-	-	5,000,000	5,000	-	(5,000)	-	-

Net loss	-	-	-	-	-	-	(48,809)	(48,809)

Balance, November 30, 2015	-	$-	5,500,000	$5,500	$64,500	$(5,000)	$(217,669)	$(152,669)

Net loss	-	-	-	-	-	-	(3,727)	(3,727)

Balance, December 31, 2015	-	$-	5,500,000	$5,500	$64,500	$(5,000)	$(221,396)	$(156,396)


Cash received for subscriptions receivable	-	-	-	-	-	5,000	-	5,000


Donated capital	-	-	-	-	2,000	-	-	2,000


Issuance of common stock	-	-	900,000	900	1,349,100	(1,000)	-	1,349,000


Beneficial conversion feature, net of deferred taxes	-	-	-	-	118,415	-	-	118,415


Net loss	-	-	-	-	-	-	(224,578)	(224,578)

Balance, December 31, 2016	-	$-	6,400,000	$6,400	$1,534,015	$(1,000)	$(445,974)	$1,093,441

See Accompanying Notes to Financial Statements.

F-5

RumbleON, Inc.

(formerly Smart Server, Inc.)

Statements of Cash Flows

	For the year ended December 31, 2016	For the month ended December 31, 2015	For the year ended November 30, 2015

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(224,578)	$(3,727)	$(48,809)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization	1,900	158	1,900
Impairment of asset	792	-	-
Amortization of beneficial conversion feature	1,282	-	-
Increase in deferred tax liability	(513)	-	-
Changes in operating assets and liabilities:
Increase in prepaid expenses	(1,667)	-	-
Increase in accounts payable	130,284	-	-
Increase (decrease) in accounts payable - related party	80,018	(3,000)	7,020
(Decrease) increase in accrued interest payable - related party	(7,494)	719	7,257
Net cash used in operating activities	(19,976)	(5,850)	(32,632)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of other assets	(45,515)	-	-
Net cash used in investing activities	(45,515)	-	-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable - related party	214,358	8,000	33,000
Repayments for note payable - related party	(158,000)	-	-
Proceeds from sale of common stock	1,354,000	-	-
Donated capital	2,000	-	-
Payments for the purchase of treasury stock	-	-	(5,000)
Net cash provided by financing activities	1,412,358	8,000	28,000

NET INCREASE (DECREASE) IN CASH	1,346,867	2,150	(4,632)

CASH AT BEGINNING OF PERIOD	3,713	1,563	6,195
CASH AT END OF PERIOD	$1,350,580	$3,713	$1,563

SUPPLEMENTAL INFORMATION:
Interest paid	$17,909	$-	$-
Income taxes paid	$-	$ -	$-

See Accompanying Notes to Financial Statements.

F-6

Notes to Financial Statements

Note 1 –Description of Business and Significant Accounting Policies

Organization

RumbleON, Inc. (the “Company”) was incorporated in October, 2013 under the laws of the State of Nevada, as Smart Server, Inc. (“Smart Server”). On February 13, 2017, the Company changed its name from Smart Server, Inc. to RumbleON, Inc.

Description of Business

Smart Server was formed to engage in the business of designing and developing computer application software for smart phones and tablet computers (“mobile payment application”) to provide customers at participating restaurants, bars, and clubs the ability to pay their bill with their smartphone without having to ask for the check. Smart Server ceased its software development activities in 2014 and, having no operations and no or nominal assets, met the definition of a "shell company" under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

In July 2016, Berrard Holdings Limited Partnership ("Berrard Holdings") acquired 99.5% of the common stock of Smart Server from the prior owner of such shares and efforts began on the development of a unique, capital light, and disruptive e-commerce platform facilitating the ability of both consumers and dealers to Buy-Sell-Trade-Finance pre-owned recreation vehicles. It is our goal to have the platform recognized as the most trusted and effective solution for the sale, acquisition, and distribution of recreation vehicles and provide users an efficient, fast, transparent, and engaging experience. Our initial focus is the market for 650cc and larger on road motorcycles, particularly those concentrated in the Harley-Davidson brand; we will look to extend to other brands and additional vehicle types and products as the platform matures.

RumbleON intends to both make consumers or dealers a cash offer for the purchase of their vehicle and provide them the flexibility to trade, list, consign, or auction their vehicle through the websites and mobile apps of RumbleON and our partner dealers. In addition, RumbleON will offer a large inventory of vehicles for sale on its website and will offer financing and associated products. RumbleON will earn fees and transaction income, and partner dealers will earn incremental revenue and enhance profitability through increased sales leads, and fees from inspection, reconditioning and distribution programs. RumbleON will be driven by a proprietary technology platform that was acquired on February 8, 2017 from NextGen Dealer Solutions, LLC. The NextGen platform provides integrated accounting, appraisal, inventory management, CRM, lead and call center management, equity mining, and other key services necessary to drive the online marketplace. For additional information, see Note 11 “Subsequent Events.”

Year end

In October 2016, the Company changed its fiscal year-end from November 30 to December 31.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, inventory valuation, depreciable lives, carrying value of intangible assets, sales returns, receivables valuation, restructuring-related liabilities, taxes, and contingencies. Actual results could differ materially from those estimates.

Earnings (Loss) Per Share

The Company follows the FASB Accounting Standards Codification ("ASC") Topic 260-Earnings per share. Basic earnings per common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

F-7

Revenue Recognition

We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount to be paid by the customer is fixed or determinable; and (4) the collection of our payment is probable.

Purchase Accounting for Business Combinations

The Company will account for acquisitions by allocating the fair value of the consideration transferred to the fair value of the assets acquired and liabilities assumed on the date of the acquisition and any remaining difference will be recorded as goodwill. Adjustments may be made to the preliminary purchase price allocation when facts and circumstances that existed on the date of the acquisition surface during the allocation period subsequent to the preliminary purchase price allocation, not to exceed one year from the date of acquisition. Contingent consideration is recorded at fair value based on the facts and circumstances on the date of the acquisition and any subsequent changes in the fair value are recorded through earnings each reporting period. Transactions that occur in conjunction with or subsequent to the closing date of the acquisition are evaluated and accounted for based on the facts and substance of the transactions.

Goodwill

Goodwill is not amortized but rather tested for impairment at least annually. The Company will test goodwill for impairment annually during the fourth quarter of each year. Goodwill will also be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Impairment testing for goodwill will be done at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available, and segment management regularly reviews the operating results of that component. The Company has concluded that currently it has one reporting unit.

Determining fair value includes the use of significant estimates and assumptions. Management will utilize an income approach, specifically the discounted cash flow technique as a means for estimating fair value. This discounted cash flow analysis requires various assumptions including those about future cash flows, transactional and customer growth rates and discount rates. Expected cash flows are based on historical customer growth and the growth in transactions, including attrition, future strategic initiatives and continued long-term growth of the business. The discount rates used for the analysis will reflect a weighted average cost of capital based on industry and capital structure adjusted for equity risk and size risk premiums. These estimates can be affected by factors such as customer and transaction growth, pricing, and economic conditions that can be difficult to predict.

Other Assets

Included in “Other Assets” on our balance sheet will be identifiable intangible assets including customer relationships, non-compete agreements, trademarks, trade names and internet domain names, net of amortization. The estimated fair value of these intangible assets at the time of acquisition will be based upon various valuation techniques including replacement cost and discounted future cash flow projections. Customer relationships will be amortized on a straight-line basis over the expected average life of the acquired accounts, which will be based upon several factors, including historical longevity of customers and contracts acquired and historical retention rates. Non-compete agreements will be amortized on a straight-line basis over the term of the agreement, which will generally not exceed five years. The Company will review the recoverability of these assets if events or circumstances indicate that the assets may be impaired and will periodically reevaluate the estimated remaining lives of these assets.

Long-Lived Assets

F-8

Inventories

Inventories will be stated at the lower of cost or market.

Valuation Allowance for Accounts Receivable

Cash and Cash Equivalents

For the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Marketing and Advertising Costs

Marketing costs primarily consist of targeted online advertising, television advertising, public relations expenditures, and payroll and related expenses for personnel engaged in marketing and selling activities and will be expensed as incurred. There were no marketing costs included in general and administrative expenses for the year ended December 31, 2016, for the month ended December 31, 2015 and for the year ended November 30, 2015.

Technology and Content

Technology costs for the RumbleON technology platform will be accounted for pursuant to ASC Topic 350-Intangibles — Goodwill and Other and will consist principally of development activities including payroll and related expenses for employees and third-party contractors involved in application, content, production, maintenance, operation, and platform development for new and existing products and services, as well as other technology infrastructure expenses. Technology and content costs for design or maintenance of internal-use software and general website development will be expensed as incurred. Costs incurred to develop new website functionality as well as new software products for resale and significant upgrades to existing platforms or modules will be capitalized and amortized over seven years.

The costs associated with the development of the Smart Server mobile payment application website were capitalized pursuant to ASC Topic 350-Intangibles — Goodwill and Other. Other costs related to the maintenance of the website were expensed as incurred. The Company commenced amortization upon the completion of the Company’s fully operational mobile payment application website. Amortization was provided over the estimated useful lives of three years using the straight-line method for financial statement purposes. Amortization expense for the year ended December 31, 2016, for the month ended December 31, 2015 and for the year ended November 30, 2015 was $1,900, $158 and $1,900, respectively. In December, 2016 the Company evaluated its mobile payment application website and recorded $792 of impairment. The carrying value of this website as of December 31, 2016, was $0.

Property and Equipment, Net

Property and equipment will be stated at cost less accumulated depreciation. Equipment will include assets such as furniture and fixtures, heavy equipment, servers, networking equipment, internal-use software and website development. Depreciation will be recorded on a straight-line basis over the estimated useful lives of the assets.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2016, December 31, 2015 and November 30, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

ASC Topic 820-10-30-2-Fair Value Measuement establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. Observable inputs are from sources independent of the Company, whereas unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:

F-9

Level 1: The preferred inputs to valuation efforts are "quoted prices in active markets for identical assets or liabilities," with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. Inputs other than quoted market prices included in Level 1, that are observable for the asset or liability, either directly or indirectly, are Level 2 inputs.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as "unobservable," and limits their use by saying they "shall be used to measure fair value to the extent that observable inputs are not available." This category allows "for situations in which there is little, if any, market activity for the asset or liability at the measurement date". Earlier in the standard, FASB explains that "observable inputs" are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Beneficial Conversion Feature

From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the guidelines established by the ASC Topic 470-20, Debt with Conversion and Other Options. The Beneficial Conversion Feature ("BCF") of a convertible security is normally characterized as the convertible portion or feature of certain securities that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible security when issued and also records the estimated fair value of any conversion feature issued with those securities. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved.

The BCF of a convertible note is measured by allocating a portion of the note's proceeds to the conversion feature, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. The Company calculates the fair value of the conversion feature embedded in any convertible security using either a) the Black Scholes valuation model, or b) a discount cash flow analysis tested for sensitivity to key Level 3 inputs using Monte Carlo simulation.

Stock-Based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 505-Equity and 718-Compensation, Stock Expense which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC Topic 718-10 and the conclusions reached by the ASC Topic 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505-50.

Income Taxes

The Company follows ASC Topic 740-Income Taxes for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

F-10

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

The Company classifies tax-related penalties and net interest as income tax expense. As of December 31, 2016, December 31, 2015 and November 30, 2015, no income tax expense has been incurred.

Recent Pronouncements

The Company has evaluated the recent accounting pronouncements through January 2017 and believes that none of them will have a material effect on the company’s financial statements.

Note 2 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenue from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its mobile payment application business plan and incurring start-up costs and expenses, resulting in an accumulated net losses from inception (October 24, 2013) through the period ended December 31, 2016 of $445,974. The Company’s development activities since inception have been financially sustained through debt and equity financing.

The ability of the Company to continue as a going concern is dependent upon its continued ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenue. These financial statements do not include any material adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Note 3 – Notes Payable – Related Party

During 2013, the Company entered into a series of unsecured promissory notes with a related party for aggregate proceeds of $30,000. Each unsecured note bears interest at 6% per annum with principal and interest due at the end of twenty-four months beginning in November 2015.

During 2014, the Company entered into a series of unsecured promissory notes with a related party for aggregate proceeds of $70,000. Each unsecured note bears interest at 6% per annum with principal and interest due at the end of twenty-four months beginning in August 2015.

During 2015, the Company entered into a series of unsecured promissory notes with a related party for aggregate proceeds of $41,000. Each unsecured note bears interest at 6% per annum with principal and interest due at the end of twenty-four months beginning in February 2016.

During 2016, the Company entered into a series of unsecured promissory notes with a related party for aggregate proceeds of $17,000. Each unsecured note bears interest at 6% per annum with principal and interest due at the end of twenty-four months beginning in February 2018.

In July, 2016, the Company repaid the total outstanding principal and accrued interest of $175,909 on the unsecured promissory note with the related party. Interest expense on this note for the year ended December 31, 2016, for the month ended December 31, 2015 and for the year ended November 30, 2015 was $5,626, $719 and $7,257, respectively.

F-11

Note 4 – Other Assets

At December 31, 2016, other assets consisted of $45,515 of costs to acquire domain names to be used in connection with the launch of the Company’s e-commerce platform. As of December 31, 2015, and November 30, 2015 other assets was $0.

Note 5 – Income Taxes

At December 31, 2016, December 31, 2015 and November 30, 2015, the Company has operating loss carryforwards of $230,564, $221,396 and $217,669, respectively, which begin to expire in 2033. We believe that it is more likely than not that the benefit from our operating loss carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance on the deferred tax assets relating to these operating loss carryforwards of $87,614, $77,489 and $76,184 for the periods ended December 31, 2016, December 31, 2015 and November 30, 2015, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment.

The Company’s effective tax rate benefit for the year ended December 31, 2016 was .01% and was a result of the amortization of the debt discount on the convertible note payable-related party. For the year ended December 31, 2016, there was a $78,943 deferred tax liability associated with the beneficial conversion feature on the convertible note payable-related party. For additional information, see Note 6 “Convertible Notes Payable-Related Party.”

Note 6 – Convertible Notes Payable – Related Party

On July 13, 2016, the Company entered into unsecured Convertible Note (“Note”) with Berrard Holdings Limited Partnership (“BHLP”), an entity owned and controlled by a current officer and director, Mr. Berrard, pursuant to which the Company received $191,858. The Note is due on July 13, 2026 and bears interest at 6% per annum. The Note is convertible into common stock, in whole at any time prior to maturity at the option of the holder at the greater of $0.06 per share or 50% of the price per share of the next qualified financing which is defined as $500,000 or greater. The Note is due on July 13, 2026 and bears interest at 6% per annum.

Effective August 31, 2016, the principal amount of the Note was amended to include an additional $5,500 loaned to the Company, on the same terms as the original Note. As of August 31, 2016, the total amount owed was $197,358.

On November 28, 2016, the Company completed its qualified financing at $1.50 per share which established the conversion price per share for the Note of $0.75 per share, resulting in the principal amount of the Note being convertible into 263,144 shares of common stock. As such, November 28, 2016 became the “commitment date” for purposes of determining the value of the Note conversion feature. Given that there was no trading in the Company common stock since July, 2014, other than the purchase by BHLP of 99.5% of the shares in a single transaction, the Company used the Monte Carlo simulation to determine the intrinsic value of the conversion feature of the Note which resulted in a value in excess of the principal amount of the Note. Thus, the Company recorded as a Note discount of $197,358 with the corresponding amount as an addition to paid in capital. The Note discount will be amortized to interest expense until the Note matures in July, 2026 using the effective interest method. The effective interest rate at December 31, 2016 was 7.4%.

As of December 31, 2016, the balance of the note consists of:

	December 31, 2016
Principal	$197,358
Less: Debt discount	(196,076)
	$1,282

Interest expense on this note for the year ended December 31, 2016 was $5,508 and the amortization of the beneficial conversion feature was $1,282. The holder of the Note has indicated to the Company despite being permitted under the terms of the Note, he will neither request payment of, nor consent to prepayment by the Company of any accrued and unpaid interest.

F-12

The debt discount related to the Note creates a timing difference for taxes and results in the creation of a deferred tax liability and a reduction in paid-in-capital of $78,943 assuming a tax rate of 40% of the $197,358 Note discount. Correspondingly, the $1,282 of debt discount amortization in 2016 yields a $513 reduction in the deferred tax liability and is correspondingly reflected as an income tax benefit in the statements of operations.

Note 7 – Stockholders’ Equity

At December 31, 2016, the Company was authorized to issue 100,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock. For additional information, see Note 11, "Subsequent Events."

On January 9, 2017, the Company's Board and stockholders holding 6,375,000 of the Company's issued and outstanding shares of common stock approved the issuance to (i) Marshall Chesrown of 875,000 shares of Class A Common Stock in exchange for an equal number of shares of Class B Common Stock held by Mr. Chesrown, and (ii) Steven R. Berrard of 125,000 shares of Class A Common Stock in exchange for an equal number of shares of Class B Common Stock held by Mr. Berrard, effective at the time the Certificate of Amendment was filed with the Secretary of State of Nevada.

On June 24, 2015, the Company repurchased and cancelled 5,000,000 shares of common stock from a former officer and director of the Company for $5,000.

On July 24, 2015, the Company issued 5,000,000 shares of common stock for services to an officer and director. The Company and the officer and director mutually agreed to rescind the transaction.

On November 16, 2015, the Company sold 5,000,000 shares of common stock to an officer and director for subscriptions receivable of $5,000. In February 2016, the Company received $5,000.

In July 2016, the Company received donated capital of $2,000 from a shareholder of the Company.

On November 28, 2016, the Company sold 900,000 shares of common stock to three investors for cash of $1,349,000 and subscriptions receivable of $1,000.

On November 28, 2016, the Company recorded a beneficial conversion feature of $197,358 related to the convertible note with an entity owned and controlled by a current officer and director, Steven Berrard. For additional information, see Note 6, “Convertible Notes Payable – Related Party.”

Note 8 – Warrants and Options

As of December 31, 2016, December 31, 2015 and November 30, 2015, there were no warrants or options outstanding to acquire any additional shares of common stock.

Note 9 – Related Party Transactions

As of December 31, 2016, the Company had convertible notes payable of $197,358 and accrued interest totaling $5,508 due to an entity that is owned and controlled by a current officer and director of the Company. For additional information, see Note 6 “Convertible Notes Payable – Related Party.”

As of December 31, 2015, and November 30, 2015, the Company had loans totaling $141,000 and $133,000 and accrued interest totaling $13,002 and $12,283 due to an entity that is owned and controlled by a family member of an officer and director of the Company. During the year ended December 31, 2016, month ended December 31, 2015 and for the year ended November 30, 2015, the interest expense was $4,907, $719 and $7,257, respectively. In March 2015, there was a new officer and director appointed and the lender is now considered a related party. All convertible notes and related party notes outstanding as of July 13, 2016, were paid in full in July, 2016.

Note 10 – Commitments and Contingencies

We may be involved in litigation from time to time in the ordinary course of business. If any such litigation arises, we may not be able to provide assurance that the ultimate resolution of any such legal or administrative proceedings or disputes will not have a material adverse effect on our business, financial condition and results of operations. As of December 31, 2016, December 31, 2015 and November 30, 2015 we were not aware of any threatened or pending litigation.

F-13

Note 11 – Subsequent Events

On January 8, 2017, RumbleON entered into an Asset Purchase Agreement with NextGen Dealer Solutions, LLC ("NextGen"), Halcyon Consulting, LLC ("Halcyon"), and members of Halcyon signatory thereto ("Halcyon Members," and together with Halcyon, the "Halcyon Parties"), as amended by that certain Assignment, dated February 8, 2017, between the Company and NextGen Pro, LLC (the "NextGen Agreement"). NextGen and the Halcyon Parties are collectively referred to as the "Seller Parties." NextGen has developed a proprietary technology platform that will underpin the operations of the Company. The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, the Company will acquire all of NextGen's assets, properties and rights of whatever kind, tangible and intangible, other than the excluded assets under the terms of the Agreement. The Company will assume liability only for certain post-closing contractual obligations pursuant to the terms of the Agreement. The transaction closed in the first quarter of 2017.

The Agreement provides that the Company will acquire substantially all of the assets of NextGen in exchange for approximately $750,000 in cash, plus 1,523,809 unregistered shares of common stock of the Company (the "Purchaser Shares"), and a subordinated secured promissory note issued by the Company in favor of NextGen in the amount of $1,333,333 (the "Acquisition Note"). The Acquisition Note matures on the third anniversary of the date the Acquisition Note is entered into (the "Maturity Date"). Interest will accrue and be paid semi-annually on the Acquisition Note (i) at a rate of 6.5% annually from the date the Acquisition Note is entered into through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the date the Acquisition Note is entered into through the Maturity Date. In connection with the closing of the transaction, the Company has agreed with certain investors to accelerate the funding of the second tranche of their investment totaling $1.35 million by issuing such investors 1,161,920 shares of the Company's common stock and a note in the amount of $667,000, to be issued on the closing date.

On January 9, 2017, the Company’s Board of Directors approved the adoption of the RumbleON, Inc. 2017 Stock Incentive Plan (the "Plan"), subject to stockholder approval at the Company's next Annual Meeting of Stockholders. The purposes of the Plan are to attract, retain, reward and motivate talented, motivated and loyal employees and other service providers ("Eligible Individuals") by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such persons and the stockholders of the Company. The Plan will allow the Company to grant a variety of stock-based and cash-based awards to Eligible Individuals. Twelve percent (12%) of the Company's issued and outstanding shares of common stock from time to time are reserved for issuance under the Plan. As of the date of this report, 6,400,000 shares are issued and outstanding, resulting in 768,000 shares available for issuance under the Plan.

On January 9, 2017, the Company's Board and stockholders holding 6,375,000 of the Company's issued and outstanding shares of common stock approved an amendment to the Company's Articles of Incorporation (the "Certificate of Amendment"), to change the name of the Company to RumbleON, Inc. and to create an additional class of common stock of the Company, which was effective on February 13, 2017 (the "Effective Date").

Immediately before approving the Certificate of Amendment, the Company had authorized 100,000,000 shares of common stock, $0.001 par value (the "Authorized Common Stock"), including 6,400,000 issued and outstanding shares of common stock (the "Outstanding Common Stock, and together with the Authorized Common Stock, the "Common Stock"). Pursuant to the Certificate of Amendment, the Company designated 1,000,000 shares of Authorized Common Stock as Class A Common Stock (the "Class A Common Stock"), which Class A Common Stock ranks pari passu with all of the rights and privileges of the Common Stock, except that holders of the Class A Common Stock are entitled to ten votes per share of Class A Common Stock issued and outstanding, and (ii) all other shares of Common Stock, including all shares of Outstanding Common Stock shall be deemed Class B Common Stock (the "Class B Common Stock"), which Class B Common Stock will be identical to the Class A Common Stock in all respects, except that holders of the Class B Common Stock are entitled to one vote per share of Class B Common Stock issued and outstanding.

Also on January 9, 2017, the Company's Board and stockholders holding 6,375,000 of the Company's issued and outstanding shares of common stock approved the issuance to (i) Marshall Chesrown of 875,000 shares of Class A Common Stock in exchange for an equal number of shares of Class B Common Stock held by Mr. Chesrown, and (ii) Steven R. Berrard of 125,000 shares of Class A Common Stock in exchange for an equal number of shares of Class B Common Stock held by Mr. Berrard, effective at the time the Certificate of Amendment was filed with the Secretary of State of Nevada.

On February 8, 2017 (the "Closing Date"), RumbleON completed the NextGen Acquisition in exchange for $750,000 in cash, the Purchaser Shares, and the Acquisition Note. The Acquisition Note matures on the third anniversary of the Closing Date (the "Maturity Date"). Interest accrues and will be paid semi-annually (i) at a rate of 6.5% annually from the Closing Date through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the Closing Date through the Maturity Date.

On February 13, 2017, the Effective Date, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada changing the Company's name to RumbleON, Inc. and creating the Class A and Class B Common Stock. Also on the Effective Date, the Company issued an aggregate of 1,000,000 shares of Class A Common Stock to Messrs. Chesrown and Berrard in exchange for an aggregate of 1,000,000 shares of Class B Common Stock held by them. Also on the Effective Date, the Company amended its bylaws to reflect the name change to RumbleON, Inc. and to reflect the Company's primary place of business as Charlotte, North Carolina.

F-14

RumbleON, Inc.

(formerly Smart Server, Inc.)

Condensed Consolidated Balance Sheets

	Unaudited
	Balance at
	March 31, 2017	December 31, 2016
ASSETS
Current assets:
Cash	$4,024,315	$1,350,580
Accounts receivable	16,187	-
Prepaid expenses	40,119	1,667
Total current assets	4,080,621	1,352,247

Property and Equipment, net	1,521,298	-
Goodwill	3,240,000	-
Intangible assets, net	144,265	45,515

Total assets	$8,986,184	$1,397,762

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$738,574	$219,101
Other current liabilities	12,110	-
Total current liabilities	750,684	219,101

Long term liabilities:
Notes payable	1,333,334	1,282
Accrued interest payable - related party	-	5,508
Deferred tax liability	260,130	78,430
Total long term liabilities	1,593,464	85,220

Total liabilities	2,344,148	304,321

Commitments and Contingencies

Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, 0 shares issued and outstanding
as of March 31, 2017 and December 31, 2016	-	-
Class A Common stock, $0.001 par value, 1,000,000 and 0 shares
authorized, 1,000,000 and 0 shares issued and outstanding
as of March 31, 2017 and December 31, 2016	1,000	-
Class B Common stock, $0.001 par value, 99,000,000 and 100,000,000 shares
authorized, 8,981,041 and 6,400,000 shares issued and outstanding
as of March 31, 2017 and December 31, 2016	8,981	6,400
Additional Paid in Capital	8,051,924	1,534,015
Subscriptions receivable	(51,000)	(1,000)
Accumulated deficit	(1,368,869)	(445,974)
Total stockholders’ equity	6,642,036	1,093,441

Total liabilities and stockholders’ equity	$8,986,184	$1,397,762

See Notes to the Condensed Consolidated Financial Statements

F-15

RumbleON, Inc.

(formerly Smart Server, Inc.)

Condensed Consolidated Statements of Operations

	Unaudited
	Three Months Ended March 31,
	2017	2016
Revenue	$38,889	$-

Costs and Expenses:
Cost of Sales	34,688	-
General and administrative	230,942	3,831
Technology development	78,009	-
Professional fees	346,257	6,773
Depreciation and amortization	60,085	475
Total costs and operating expenses	749,981	11,079

Other expense:
Interest expense	211,803	2,209
Total other expense	211,803	2,209

Net loss before provision for income taxes	(922,895)	(13,288)

Benefit for income taxes	-	-
Net loss	$(922,895)	$(13,288)

Weighted-average common shares used in the computation of loss per share
Basic and diluted	7,263,492	5,500,000

Net loss per share - basic and diluted	$(0.13)	$(0.00)

See Notes to the Condensed Consolidated Financial Statements

F-16

RumbleON, Inc.

(formerly Smart Server, Inc.)

Condensed Consolidated Statement of Stockholders’ Equity

For the Three-Months Ended March 31, 2017

(unaudited)

	Preferred Shares		Class A Common Shares		Class B Common Shares		Additional Paid In	Subscription	Accumulated	Total Stockholders’ Equity
	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Receivable	Deficit	(Deficit)
Balance, December 31, 2016	-	-	-	$-	6,400,000	$6,400	1,534,015	$(1,000)	$(445,974)	$1,093,441
Exchange of common stock	-	-	1,000,000	1,000	(1,000,000)	(1,000)	-	-	-	-
Issuance of common stock in connection with acquisition	-	-	-	-	1,523,809	1,524	2,665,142	-	-	2,666,666
Issuance of common stock in private placements	-	-	-	-	620,000	620	2,479,380	(50,000)	-	2,430,000
Issuance of common stock in connection with loan agreement	-	-	-	-	1,161,920	1,162	1,088,748	-	-	1,089,910
Issuance of common stock in connection with conversion of Note Payable-related party	-	-	-	-	275,312	275	284,639	-	-	284,914
Net loss	-	-	-	-	-	-	-	-	(922,895)	(922,895)
Balance, March 31, 2017	-	-	1,000,000	$1,000	8,981,041	$8,981	8,051,924	$(51,000)	$(1,368,869)	$6,642,036

See Notes to the Condensed Consolidated Financial Statements

F-17

RumbleON, Inc.

(formerly Smart Server, Inc.)

Condensed Consolidated Statements of Cash Flows

	Unaudited
	Three Months Ended March 31,
	2017	2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(922,895)	$(13,288)
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization	60,085	475
Interest expense on conversion of debt	196,076	-
Changes in operating assets and liabilities:
(Increase) in prepaid expenses	(38,452)	(9,167)
(Increase) in accounts receivable	(16,187)	-
Increase in accounts payable and accrued liabilities	535,201	3,209

Cash used in operating activities	(186,172)	(18,771)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of assets	(750,000)	-
Technology development	(127,358)	-
Purchase of property and equipment	(42,775)	-

Cash used in investing activities	(920,133)	-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable	667,000	-
Borrowings for note payable - related party	-	15,000
Proceeds from sale of common stock	3,113,040	5,000
		-
Cash provided from financing activities	3,780,040	20,000

NET CHANGE IN CASH	2,673,735	1,229

CASH AT BEGINNING OF PERIOD	1,350,580	3,713

CASH AT END OF PERIOD	$4,024,315	$4,942

See Notes to the Condensed Consolidated Financial Statements

F-18

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – BUSINESS DESCRIPTION

Organization

RumbleON, Inc. (along with its consolidated subsidiaries, the “Company”) was incorporated in October 2013 under the laws of the State of Nevada, as Smart Server, Inc. (“Smart Server”). On February 13, 2017, the Company changed its name from Smart Server, Inc. to RumbleON, Inc.

Nature of Operations

Smart Server was originally formed to engage in the business of designing and developing mobile application payment software for smart phones and tablet computers. After Smart Server ceased its software development activities in 2014, it had no operations and nominal assets, meeting the definition of a “shell company” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and regulations thereunder.

In July 2016, Berrard Holdings Limited Partnership (“Berrard Holdings”) acquired 99.5% of the common stock of the Company from the principal stockholder. Shortly after the Berrard Holdings common stock purchase, the Company began exploring the development of a capital light e-commerce platform facilitating the ability of both consumers and dealers to Buy-Sell-Trade-Finance pre-owned recreation vehicles in one online location. The Company’s goal is for the platform to be widely recognized as the leading online solution for the sale, acquisition, and distribution of recreation vehicles by providing users with the most efficient, timely and transparent experience. The Company’s initial focus is the market for 650cc and larger on road motorcycles, particularly those concentrated in the “Harley-Davidson” brand. The Company will look to extend to other brands and additional vehicle types and products as the platform matures.

The Company’s business plan is currently driven by a technology platform that it acquired on February 8, 2017 from NextGen Dealer Solutions, LLC (“NextGen”), which the Company owns and operates through its wholly-owned subsidiary NextGen Pro, LLC (“NextGen Pro”). The NextGen's platform provides appraisal, inventory management, customer relationship management (“CRM”), lead management, equity mining, and other key services necessary to drive the online marketplace. For additional information, see Note 4 - “Acquisitions.”

With its new online platform, the Company intends to both (1) offer consumers or dealers cash for the purchase of their vehicles and (2) provide the flexibility for consumers or dealers to trade, list, consign, or auction their vehicle through the Company and its dealer partners. In addition, the Company will offer a large inventory of vehicles for sale on its website as well as financing and associated products. The Company will earn fees and transaction income, while its dealer partners earn incremental revenue and enhance profitability through increased sales leads as well as income from inspection, reconditioning and distribution programs.

On March 31, 2017, the Company completed the sale of 620,000 shares of Class B Common Stock, par value $0.001, at a price of $4.00 per share for aggregate proceeds of $2,480,000 in the private placement (the “2017 Private Placement”). Officers and directors of the Company acquired 175,000 shares of Class B common stock in the 2017 Private Placement. Proceeds from the 2017 Private Placement will be used to complete the launch of the Company’s website, www.rumbleON.com, acquire vehicle inventory, continue development of the Company’s platform, and for working capital purposes. The Company intends to file a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) covering the resale of such shares during the second quarter of 2017.

F-19

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the SEC and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The Company’s Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair presentation of their financial condition, results of operations, and cash flows for the periods presented. The information at December 31, 2016 in the Company’s Condensed Consolidated Balance Sheets included in this quarterly report was derived from the audited Consolidated Balance Sheets included in the Company’s 2016 Annual Report on Form 10-K filed with the SEC on February 14, 2017. The Company’s 2016 Annual Report on Form 10-K, together with the information incorporated by reference into such report, is referred to in this quarterly report as the “2016 Annual Report.” This quarterly report should be read in conjunction with the 2016 Annual Report.

Year-end

In October 2016, the Company changed its fiscal year-end from November 30 to December 31.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. Estimates are used for, but not limited to, inventory valuation, depreciable lives, carrying value of intangible assets, sales returns, receivables valuation, restructuring-related liabilities, taxes, and contingencies. Actual results could differ materially from those estimates.

Earnings (Loss) Per Share

The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Revenue Recognition

Purchase Accounting for Business Combinations

The Company accounts for acquisitions by allocating the fair value of the consideration transferred to the fair value of the assets acquired and liabilities assumed on the date of the acquisition and any remaining difference is recorded as goodwill. Adjustments may be made to the preliminary purchase price allocation when facts and circumstances that existed on the date of the acquisition surface during the allocation period subsequent to the preliminary purchase price allocation, not to exceed one year from the date of acquisition. Contingent consideration is recorded at fair value based on the facts and circumstances on the date of the acquisition and any subsequent changes in the fair value are recorded through earnings each reporting period.

Goodwill

Goodwill is not amortized but rather tested for impairment at least annually. The Company tests goodwill for impairment annually during the fourth quarter of each year. Goodwill will also be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Impairment testing for goodwill is done at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available, and segment management regularly reviews the operating results of that component. The Company has concluded that currently it has one reporting unit.

F-20

Determining fair value includes the use of significant estimates and assumptions. Management utilizes an income approach, specifically the discounted cash flow technique as a means for estimating fair value. This discounted cash flow analysis requires various assumptions including those about future cash flows, transactional and customer growth rates and discount rates. Expected cash flows are based on historical customer growth and the growth in transactions, including attrition, future strategic initiatives and continued long-term growth of the business. The discount rates used for the analysis reflect a weighted average cost of capital based on industry and capital structure adjusted for equity risk and size risk premiums. These estimates can be affected by factors such as customer and transaction growth, pricing, and economic conditions that can be difficult to predict.

Intangible Assets

Included in “Intangible Assets” on the Company’s Condensed Consolidated Balance Sheet are identifiable intangible assets including customer relationships, non-compete agreements, trademarks, trade names and internet domain names. The estimated fair value of these intangible assets at the time of acquisition are based upon various valuation techniques including replacement cost and discounted future cash flow projections. Trademarks, trade names and internet domain names are not amortized. Customer relationships are amortized on a straight-line basis over the expected average life of the acquired accounts, which are based upon several factors, including historical longevity of customers and contracts acquired and historical retention rates. Non-compete agreements are amortized on a straight-line basis over the term of the agreement, which will generally not exceed three years. The Company reviews the recoverability of these assets if events or circumstances indicate that the assets may be impaired and periodically reevaluates the estimated remaining lives of these assets.

Trademarks, trade names and internet domain names are considered to be indefinite lived intangible assets unless specific evidence exists that a shorter life is more appropriate. Indefinite lived intangible assets are tested for impairment, at a minimum, on an annual basis using an income approach or sooner whenever events or changes in circumstances indicate that an asset may be impaired.

Long-Lived Assets

Property and Equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used are measured by a comparison of the carrying amount of an asset to the future net cash flows expected to be generated by the asset. If such assets or asset groups are considered to be impaired, the impairment to be recognized will be measured by the amount by which the carrying amount of the assets or asset groups exceeds the related fair values. The Company also performs a periodic assessment of the useful lives assigned to the long-lived assets.

Technology Development Costs

Technology development costs are accounted for pursuant to ASC 350, Intangibles — Goodwill and Other. Technology development costs include internally developed software and website applications that are used by the Company for its own internal use and to provide services to its customers, which include consumers, dealer partners and ancillary service providers. Under the terms of these customer arrangements the Company retains the revenue generating technology and hosts the applications on its servers and mobile applications. The customer does not have a contractual right to take possession of the software during the hosting period and is not permitted to run the software itself or contract with another party unrelated to the entity to host the software. Technology development costs consist principally of (i) development activities including payroll and related expenses billed by a third-party contractor involved in application, content, production, maintenance, operation, and platform development for new and existing products and services, (ii) technology infrastructure expenses, and (iii) costs of Company employees devoted to the development and maintenance of software products. Technology and content costs for design, maintenance and post-implementation stages of internal-use software and general website development are expensed as incurred. For costs incurred to develop new website functionality as well as new software products and significant upgrades to existing internally used platforms or modules, capitalization begins during the application development stage and ends when the software is available for general use. Capitalized technology development is amortized on a straight-line basis over periods ranging from 3 to 7 years. The Company will perform periodic assessment of the useful lives assigned to capitalized software applications. Additionally, the Company from time-to-time may abandon additional development activities relating to specific software projects or applications and charge accumulated costs to technology development expense in the period such determination is made.

F-21

Inventories

Inventories are accounted for pursuant to ASC 330, Inventory. During May 2017, the Company began to buy and sell used vehicles. The vehicle inventory consists of used vehicles, primarily acquired from consumers, dealers or auctions. Direct and indirect vehicle reconditioning costs including parts and labor and other incremental costs are capitalized as a component of inventory. Transportation costs will be expensed as incurred. Inventory will be stated at the lower of cost or net realizable value. Vehicle inventory cost will be determined by specific identification. Net realizable value is the estimated selling price less costs to complete, dispose and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent, market resources. Each reporting period, the Company recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales in the accompanying Condensed Consolidated Statements of Operations.

Valuation Allowance for Accounts Receivable

The Company estimates the allowance for doubtful accounts for accounts receivable by considering a number of factors, including overall credit quality, age of outstanding balances, historical write-off experience and specific account analysis that projects the ultimate collectability of the outstanding balances. Ultimately, actual results could differ from these assumptions.

Cash and Cash Equivalents

For the statements of cash flows, all highly liquid investments with an original maturity of three-months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Marketing and Advertising Costs

Marketing and advertising costs are expensed as incurred and are included in General and administrative expenses on the accompanying Condensed Consolidated Statements of Operations. Marketing and advertising expense was $26,130 for the three-months ended March 31, 2017. There was no marketing and advertising costs incurred for the three-month period ended March 31, 2016.

Property and Equipment, Net

Property and equipment is stated at cost less accumulated depreciation and consists of capitalized technology development costs, furniture and equipment. Depreciation and amortization is recorded on a straight-line basis over the estimated useful life of the assets. Costs of significant additions, renewals and betterments, are capitalized and depreciated. Maintenance and repairs are charged to expense when incurred.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

ASC Topic 820, Fair Value Measurement, establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. Observable inputs are from sources independent of the Company, whereas unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

F-22

Level 3: If inputs from Levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Beneficial Conversion Feature

From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the guidelines established by the ASC Topic 470-20, Debt with Conversion and Other Options. The Beneficial Conversion Feature (“BCF”) of a convertible security is normally characterized as the convertible portion or feature of certain securities that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible security when issued and also records the estimated fair value of any conversion feature issued with those securities. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved.

The BCF of a convertible note is measured by allocating a portion of the note’s proceeds to the conversion feature, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. The Company calculates the fair value of the conversion feature embedded in any convertible security using either a) the Black Scholes valuation model or b) a discount cash flow analysis tested for sensitivity to key Level 3 inputs using Monte Carlo simulation.

Stock-Based Compensation

On January 9, 2017, the Company’s Board of Directors approved the RumbleON, Inc. 2017 Stock Incentive Plan (the “Plan”) under which restricted stock units (“RSUs”) and other equity awards may be granted to employees and non-employee members of the Board of Directors. The Company estimates the fair value of such awards on the date of grant. The fair value of an RSU is based on the average of the high and low market prices of the Company’s common stock on the date of grant and is recognized as an expense over its vesting period; to date, the Company has only issued RSUs that vest over a three-year period utilizing the following vesting schedule: (i) 20% on the first anniversary of the grant date; (ii) 30% on the second anniversary of the grant date; and (iii) 50% on the third anniversary of the grant date. There was no compensation expense associated with RSU grants for the three-month periods ended March 31, 2017 or 2016. The Plan is subject to stockholder approval at the next annual meeting of stockholders. The Company records share-based compensation expense in general and administrative expenses in the Condensed Consolidated Statements of Operations.

Income Taxes

The Company follows ASC Topic 740, Income Taxes, for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of March 31, 2017, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

F-23

The Company classifies tax-related penalties and net interest as income tax expense. As of March 31, 2017, no income tax expense has been incurred.

Recent Pronouncements

The Company will adopt Accounting Standards Update 2015-11 Inventory (Topic 330), Simplifying the Measurement of Inventory, which requires inventory to be stated at the lower of cost or net realizable value. Vehicle inventory cost is determined by specific identification. Net realizable value is the estimated selling price less costs to complete, dispose and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent, market resources. Each reporting period the Company recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales in the accompanying Condensed Consolidated Statements of Operations.

NOTE 3 – GOING CONCERN

The accompanying Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet generated significant revenue from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plans and incurring start-up costs and expenses, resulting in accumulated net losses from October 24, 2013 (inception) through the period ended March 31, 2017 of $1,368,869. As of March 31, 2017, the Company had a total of $4,024,315 in available cash. Since inception, the Company has financed its cash flow requirements through debt and equity financing. As the Company expands its activities, it will continue to experience net negative cash flow from operations, until the Company generates sustainable cash flow from the implementation of its business strategy and utilization of its e-commerce platform.

The ability of the Company to continue as a going concern is dependent upon its continued ability to raise additional capital from the sale of common stock and debt financing, and ultimately, the achievement of significant operating revenue and positive cash flow. If the Company were to not raise additional funds, it may be unable to continue in business for the next 12 months with its currently available capital. These Condensed Consolidated Financial Statements do not include any material adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 4 – ACQUISITIONS

On February 8, 2017, the Company acquired substantially all of the assets of NextGen in exchange for $750,000 in cash, plus 1,523,809 unregistered shares of Class B common stock of the Company, which were issued at a negotiated fair value of $1.75 per share and a subordinated secured promissory note issued by the Company in favor of NextGen in the amount of $1,333,334 (the “NextGen Note”). The NextGen Note matures on the third anniversary of the closing date (the “Maturity Date”). Interest accrues and will be paid semi-annually (i) at a rate of 6.5% annually from the closing date through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the closing date through the Maturity Date. For additional information, see Note 7 - “Notes Payable.” In connection with the closing of the acquisition, certain investors of the Company accelerated their commitment to fund the second tranche of their investment totaling $1,350,000 (the “2016 Private Placement”). The investors in the 2016 Private Placement were issued 1,161,920 shares of Class B common stock and promissory notes in the amount of $667,000. The second tranche financing was completed on March 31, 2017. For additional information, see Note 7 - “Notes Payable” and Note 8 - “Stockholders’ Equity.”

The following table presents the purchase price consideration as of March 31, 2017:

Issuance of shares	$2,666,666
Debt	1,333,334
Cash paid	750,000
	$4,750,000

F-24

The preliminary allocation of the purchase price is based on the best information available to management. This allocation is provisional, as the Company is required to recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of March 31, 2017 that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The Company may adjust the preliminary purchase price allocation after obtaining additional information regarding asset valuation, liabilities assumed and revisions of previous estimates. The following table summarizes the preliminary allocation of the purchase price based on the estimated fair value of the acquired assets and assumed liabilities of NextGen as of March 31, 2017 as follows:

Net tangible assets acquired:
Technology development	$1,400,000
Customer contracts	10,000
Non-compete agreements	100,000
Tangible assets acquired	1,510,000
Goodwill	3,240,000
Total purchase price	4,750,000
Less: Issuance of shares	2,666,666
Less: Debt issued	1,333,334

Cash paid	$750,000

Supplemental pro forma information

The results of operations of NextGen since the acquisition date are included in the accompanying Condensed Consolidated Financial Statements.

The following supplemental pro forma information presents the financial results as if the acquisition of NextGen was made as of January 1, 2017 for the three-months ended March 31, 2017 and on January 1, 2016 for the three-months ended March 31, 2016.

Pro forma adjustments for the three-months ended March 31, 2017 and 2016 primarily include adjustments to reflect additional depreciation and amortization of $29,866 and $24,394, respectively, related to technology development and identifiable intangible assets recorded as part of the acquisition, and interest expense related to the NextGen Note of $27,353 and $21,443, respectively.

	Three-Months Ended March 31,
	2017	2016
Pro forma revenue	$45,415	$30,951
Pro forma net loss	$(1,028,084)	$(459,834)

NOTE 5 – PROPERTY AND EQUIPMENT, NET

The following table summarizes property and equipment, net as of March 31, 2017 and December 31, 2016:

	March 31, 2017	December 31, 2016
Furniture and equipment	$42,775	$-
Technology development	1,527,358
Total property and equipment	1,570,133	-
Less: accumulated depreciation and amortization	48,835	-
Property and equipment, net	$1,521,298	$-

At March 31, 2017, capitalized technology development costs were $1,527,358, which includes $1,400,000 of software acquired in the NextGen transaction. For additional information, see Note 4 - “Acquisitions”. Total technology development costs incurred for the three-months ended March 31, 2017 were $205,367, of which $127,358 was capitalized and $78,009 was charged to expense in the accompanying Condensed Consolidated Statements of Operations. The amortization of capitalized technology development costs for the three-months ended March 31, 2017 was $48,248. There were no technology development costs incurred and no amortization of capitalized development costs for the three-months ended March 31, 2016. Depreciation on furniture and equipment was $587 for the three-months ended March 31, 2017. There was no depreciation expense on furniture and fixtures for the three-months ended March 31, 2016.

F-25

NOTE 6 – INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following at March 31, 2017 and December 31, 2016:

	March 31, 2017
Amortized Identifiable Intangible Assets:
Customer agreements
Balance at December 31, 2016	$-
Customers acquired	10,000
Amortization	(1,250)
Balance at March 31, 2017	$8,750

Non-compete agreements
Balance at December 31, 2016	-
Agreements	100,000
Amortization	(10,000)
Balance at March 31, 2017	$90,000

Unamortized Identifiable Intangible Assets:
Domain names
Balance at December 31, 2016	45,515
Domain names acquired	-
Impairment or write down	-
Balance at March 31, 2017	$45,515

Intangible assets, net at March 31, 2017	$144,265

Total amortization expense related to intangible assets was $11,250 for the three-months ended March 31, 2017. As of March 31, 2017, estimated future amortization expenses related to identifiable intangible assets were as follows:

Remainder through December 31, 2017	$33,750
2018	45,000
2019	20,000
	$98,750

F-26

NOTE 7 – NOTES PAYABLE

Notes payable consisted of the following as of March 31, 2017 and December 31, 2016:

	March 31, 2017	December 31, 2016
Notes payable-NextGen dated February 8, 2017. Interest is payable semi-annually at 6.5% through February 9, 2019 and 8.5% through maturity which is February 8, 2020.	$1,333,334	$-
Notes payable-private placement dated March 31, 2017. Interest is payable at maturity and accrues at 6.5% through March 31, 2019 and 8.5% through maturity which is March 31, 2020.	667,000	-
Convertible note payable-related party dated July 13, 2016. Interest rate of 6.0% which is accrued and paid at maturity. Note matures on July 26, 2026. Note is convertible into common stock, in whole at any time before maturity at the option of the holder at $.75 per share.	-	197,358
Less: Debt discount	(667,000)	(196,076)
Current portion	-	-

Long-term portion	$1,333,334	$1,282

Convertible Note Payable-Related Party

On July 13, 2016, the Company entered into an unsecured convertible note (the “BHLP Note”) with Berrard Holdings, an entity owned and controlled by a current officer and director, Mr. Berrard, pursuant to which the Company was required to repay $191,858 on or before July 13, 2026 plus interest at 6% per annum. The BHLP Note was also convertible into common stock, in whole, at any time before maturity at the option of the holder at the greater of $0.06 per share or 50% of the price per share of the next qualified financing which is defined as $500,000 or greater. Effective August 31, 2016, the principal amount of the BHLP Note was amended to include an additional $5,000 loaned to the Company, on the same terms. On November 28, 2016, the Company completed its qualified financing at $1.50 per share which established the conversion price per share for the BHLP Note of $0.75 per share, resulting in the principal amount of the BHLP Note being convertible into 263,144 shares of common stock. As such, November 28, 2016 became the “commitment date” for determining the value of the BHLP Note conversion feature. Because there had been no trading in the Company’s common stock since July 2014, other than the purchase by Berrard Holdings of 99.5% of the outstanding shares in a single transaction, the Company used the Monte Carlo simulation to determine the intrinsic value of the conversion feature of the BHLP Note, which resulted in a value in excess of the principal amount of the BHLP Note. Thus, the Company recorded a note discount of $197,358 with the corresponding amount as an addition to paid in capital. This note discount will be amortized to interest expense until the scheduled maturity of the BHLP Note in July 2026 or until it is converted using the effective interest method. The effective interest rate at March 31, 2017 was 7.4%. Interest expense on the BHLP Note for the three-months ended March 31, 2017 was $2,920 and the amortization of the beneficial conversion feature was $3,558. On March 31, 2017, the Company issued 275,312 shares of Class B common stock upon full conversion of the BHLP Note, having an aggregate principal amount, including accrued interest, of $206,484 and a conversion price of $0.75 per share. In connection with the conversion of the BHLP Note, the remaining debt discount of $196,076 was charged to interest expense in the Condensed Consolidated Statements of Operations and the related deferred tax liability was credited to additional paid in capital in the Condensed Consolidated Balance Sheets.

Note Payable-NextGen

On February 8, 2017, in connection with the acquisition of NextGen, the Company issued a subordinated secured promissory note in favor of NextGen in the amount of $1,333,334. The NextGen Note matures on the third anniversary of the Maturity Date. Interest accrues and will be paid semi-annually (i) at a rate of 6.5% annually from the closing date through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the closing date through the Maturity Date. Upon the occurrence of any event of default, the outstanding balance under the NextGen Note shall become immediately due and payable upon election of the holder. The Company’s obligations under the NextGen Note are secured by substantially all the assets of NextGen Pro, pursuant to an Unconditional Guaranty Agreement (the “Guaranty Agreement”), by and among NextGen and NextGen Pro, and a related Security Agreement between the parties, each dated as of February 8, 2017. Under the terms of the Guaranty Agreement, NextGen Pro has agreed to guarantee the performance of all of the Company’s obligations under the NextGen Note.

F-27

Notes Payable-Private Placement

On March 31, 2017, the Company completed funding of the second tranche of the 2016 Private Placement. The investors were issued 1,161,920 shares of Class B common stock of the Company and promissory notes (the “Private Placement Notes”) in the amount of $667,000, in consideration of cancellation of loan agreements having an aggregate principal amount committed by the purchasers of $1,350,000. Under the terms of the Private Placement Notes, interest shall accrue on the outstanding and unpaid principal amounts until paid in full. The Private Placement Notes mature on March 31, 2020. Interest accrues at a rate of 6.5% annually from the closing date through the second anniversary of such date and at a rate of 8.5% annually from the second anniversary of the closing date through the maturity date. Upon the occurrence of any event of default, the outstanding balance under the Private Placement Notes shall become immediately due and payable upon election of the holders. Based on the relative fair values attributed to the Class B common stock and promissory notes issued in the 2016 Private Placement the Company recorded a debt discount on the promissory notes of $667,000 with the corresponding amounts as addition to paid in capital, net of deferred taxes. The debt discount will be amortized to interest expense over the life of the promissory notes using the effective interest method.

NOTE 8 – STOCKHOLDERS’ EQUITY

On January 9, 2017, the Company’s board of directors approved the adoption of the Plan. The purposes of the Plan are to attract, retain, reward and motivate talented, motivated and loyal employees and other service providers (“Eligible Individuals”) by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such persons and the stockholders of the Company. The Plan will allow the Company to grant a variety of stock-based and cash-based awards to Eligible Individuals. Twelve percent (12%) of the Company’s issued and outstanding shares of common stock from time to time are reserved for issuance under the Plan. As of the date of this report, 9,981,041 shares are issued and outstanding, resulting in up to 1,197,725 shares available for issuance under the Plan. On March 31, 2017, the Company granted 475,000 RSUs under the Plan to certain officers and employees of the Company. The aggregate fair value of the RSUs was $1,662,500. The RSUs vest over a three-year period as follows: (i) 20% on the first anniversary of the grant date; (ii) 30% on the second anniversary of the grant date; and (iii) 50% on the third anniversary of the grant date. The fair value of the grant is amortized over the period from the grant date through the vesting dates. There was no compensation expense recognized for these grants as of March 31, 2017. The Company has approximately $1,662,500 in unrecognized stock based compensation, with an average remaining vesting period of three years.

On January 9, 2017, the Company’s board of directors and stockholders holding 6,375,000 of the Company’s issued and outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”), to change the name of the Company to RumbleON, Inc. and to create an additional class of common stock of the Company, which was effective on February 13, 2017 (the “Effective Date”).

Immediately before approving the Certificate of Amendment, the Company had authorized 100,000,000 shares of common stock, $0.001 par value (the “Authorized Common Stock”), including 6,400,000 issued and outstanding shares of common stock (the “Outstanding Common Stock, and together with the Authorized Common Stock, the “Common Stock”). Pursuant to the Certificate of Amendment, the Company designated 1,000,000 shares of Authorized Common Stock as Class A Common Stock (the “Class A Common Stock”), which Class A Common Stock ranks pari passu with all of the rights and privileges of the Common Stock, except that holders of the Class A Common Stock are entitled to ten votes per share of Class A Common Stock issued and outstanding, and (ii) all other shares of Common Stock, including all shares of Outstanding Common Stock shall be deemed Class B Common Stock (the “Class B Common Stock”), which Class B Common Stock is identical to the Class A Common Stock in all respects, except that holders of the Class B Common Stock are entitled to one vote per share of Class B Common Stock issued and outstanding.

Also on January 9, 2017, the Company’s board of directors and stockholders holding 6,375,000 of the Company’s issued and outstanding shares of common stock approved the issuance to (i) Marshall Chesrown of 875,000 shares of Class A Common Stock in exchange for an equal number of shares of Class B Common Stock held by Mr. Chesrown, and (ii) Steven R. Berrard of 125,000 shares of Class A Common Stock in exchange for an equal number of shares of Class B Common Stock held by Mr. Berrard, effective at the time the Certificate of Amendment was filed with the Secretary of State of Nevada.

On the Effective Date, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada changing the Company’s name to RumbleON, Inc. and creating the Class A and Class B Common Stock. Also on the Effective Date, the Company issued an aggregate of 1,000,000 shares of Class A Common Stock to Messrs. Chesrown and Berrard in exchange for an aggregate of 1,000,000 shares of Class B Common Stock held by them. Also on the Effective Date, the Company amended its bylaws to reflect the name change to RumbleON, Inc. and to reflect the Company’s primary place of business as Charlotte, North Carolina.

On March 31, 2017, the Company completed the 2017 Private Placement and the second tranche of the 2016 Private Placement. For additional information, see Note 1 - “Business Description,” Note 4 - “Acquisitions,” and Note 7 - “Notes Payable.”

F-28

NOTE 9 – SUPPLEMENTAL CASH FLOW INFORMATION

The following table includes supplemental cash flow information, including noncash investing and financing activity for the three-months ended March 31, 2017 and 2016.

	March 31, 2017	March 31, 2016
Cash paid for interest	$-	-

Note payable issued on acquisition	$1,333,334	-

Conversion of notes payable-related party	$206,209	-

Issuance of shares for acquisition	$2,666,666	-

NOTE 10 – INCOME TAXES

In projecting the Company’s income tax expense for the year ended December 31, 2107 management has concluded it is not likely to recognize the benefit of its deferred tax asset and as a result a full valuation allowance will be required. As such, no income tax benefit has been recorded for the three-months ended March 31, 2017 or 2016.

NOTE 11 – RELATED PARTY TRANSACTIONS

As of December 31, 2016, the Company had the BHLP Note payable of $197,358 and accrued interest totaling $5,508 due to an entity that is owned and controlled by a current officer and director of the Company. On March 31, 2017, the Company issued 275,312 shares of Class B Common Stock upon full conversion of the BHLP Note. For additional information, see Note 7 - “Notes Payable.”

As of December 31, 2015, the Company had loans of $141,000 and accrued interest of $13,002 due to an entity that is owned and controlled by a family member of an officer and director of the Company. For the three-months ended March 31, 2016, the interest expense was $2,209. In March 2015, there was a new officer and director appointed and the lender was then considered a related party. All convertible notes and related party notes outstanding as of July 13, 2016 were paid in full in July 2016.

On March 31, 2017, the Company completed the sale of 620,000 shares of Class B Common Stock in the 2017 Private Placement. Officers and directors of the Company acquired 175,000 shares of Class B Common Stock in the 2017 Private Placement. Since March 31, 2017 the Company has completed the sale of an additional 37,500 shares of Class B Common Stock in the 2017 Private Placement. For additional information, see Note 1 - “Business Description.”

A key component of the Company’s business model is to use dealer partners in the acquisition of motorcycles as well as utilize these dealer partners to provide inspection, reconditioning and distribution services. Correspondingly, the Company will earn fees and transaction income, and the dealer partner will earn incremental revenue and enhance profitability through increased sales, leads, and fees from inspection, reconditioning and distribution programs. These dealer partners will be designated by the Company as Select Dealers. In connection with the development of the Select Dealer program the Company has already been testing various aspects of the program by utilizing a dealership (the “Test Dealer”) to which a current officer and director of the Company has provided financing in the form of a $400,000 convertible promissory note. The note matures on May 1, 2019, interest is payable monthly at 5% per annum and can be converted into a 25% ownership interest in the Test Dealer at any time. The Test Dealer is expected to be named a Select Dealer by an agreement with the same material terms as the Company’s other Select Dealer agreements.

F-29

In connection with the NextGen acquisition the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Kartik Kakarala, who formerly served as the Chief Executive Officer of NextGen and now serves as a director of the Company. Pursuant to the Consulting Agreement, Mr. Kakarala will serve as a consultant to the Company. The Consulting Agreement may be cancelled by either party, effective upon delivery of a written notice to the other party. Mr. Kakarala’s compensation pursuant to the Consulting Agreement will be $5,000 per month. For additional information, see Note 4 -“Acquisitions.”

In connection with the NextGen acquisition, the Company entered into a Services Agreement (the “Services Agreement”) with Halcyon Consulting, LLC (“Halcyon”), to provide development and support services to the Company. Mr. Kakarala currently serves as the Chief Executive Officer of Halcyon. Pursuant to the Services Agreement, the Company will pay Halcyon hourly fees for specific services, set forth in the Services Agreement, and such fees may increase on an annual basis, provided that the rates may not be higher than 110% of the immediately preceding year’s rates. The Company will reimburse Halcyon for any reasonable travel and pre-approved out-of-pocket expenses in connection with its services to the Company. During the first quarter of 2017, the Company paid a total of $184,470 under the Services Agreement.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions (or settlements) may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

NOTE 13 – SUBSEQUENT EVENTS

In April and May 2017 the Company granted 40,000 RSUs under the Plan to certain officers and employees of the Company. The aggregate fair value of the RSUs was $136,000. The RSUs vest over a three-year period as follows: (i) 20% on the first anniversary of the grant date; (ii) 30% on the second anniversary of the grant date; and (iii) 50% on the third anniversary of the grant date. The fair value of the grant is amortized over the period from the grant date through the vesting dates.

In May 2017, the Company completed the sale of an additional 37,500 shares of Class B Common Stock in the 2017 Private Placement.

F-30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of NextGen Dealer Solutions, LLC

We have audited the accompanying balance sheets of NextGen Dealer Solutions, LLC as of December 31, 2016 and 2015, and the related statements of operations and changes in members’ equity, and cash flows for the year ended December 31, 2016 and the period December 10, 2015 to December 31, 2015. NextGen Dealer Solutions, LLC’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NextGen Dealer Solutions, LLC as of December 31, 2016, and 2015, and the results of its operations and its cash flows for the year ended December 31, 2016 and the period December 10, 2015 to December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.


Scharf Pera & Co., PLLC
Charlotte, North Carolina

February 14, 2017

F-31

NextGen Dealer Solutions, LLC

Balance Sheets

	At December 31,
	2016	2015
Assets:
Current Assets
Cash	$46,891	$1,500,000
Prepaid expenses	5,635	-
Total current assets	52,526	1,500,000

Property and Equipment - Net of Accumulated Depreciation	1,400,703	1,312,252


Total Assets	$1,453,229	$2,812,252

Liabilities and Members’ Equity
Current Liabilities:
Accounts payable	$3,445	$21,495
Due to related parties	516,146	77,343

Total current liabilities	519,591	98,838
Commitments and Contingencies	-	-
Members' Equity	933,638	2,713,414

Total liabilities and Members’ equity	$1,453,229	$2,812,252

See Accompanying Notes to Financial Statements

F-32

NextGen Dealer Solutions, LLC

Statements of Operations and Changes in Members’ Equity

	For the year ended December 31, 2016	For the period from December 10, 2015 through December 31, 2015
Revenue:
Gross revenue	$138,141	$6,257

Cost and Expenses:
Cost of goods sold	332,559	17,857
General and administrative expenses	1,586,002	96,608
	1,918,561	114,465

Operating Loss	(1,780,420)	(108,208)

Other Income	644	-

Net Loss	(1,779,776)	(108,208)

Members' Equity - Beginning	2,713,414	-

Contributions	-	2,821,622

Members' Equity - Ending	$933,638	$2,713,414

See Accompanying Notes to Financial Statements

F-33

NextGen Dealer Solutions, LLC

Statements of Cash Flows

	For the year ended December 31, 2016	For the period from December 10, 2015 through December 31, 2015

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(1,779,776)	$(108,208)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization	253,468	9,370
Changes in operating assets and liabilities:
Increase in prepaid expenses	(5,635)	-
Increase (decrease) in accounts payable	(18,050)	21,495
Increase in accounts payable - related party	438,803	77,343
Net cash used in operating activities	(1,111,190)	-

CASH FLOWS FROM INVESTING ACTIVITIES
Investments in software	(341,919)	-
Net cash used in investing activities	(341,919)	-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from member contribution	-	1,500,000
Net cash provided by financing activities	-	1,500,000
		-
NET (DECREASE) INCREASE IN CASH	(1,453,109)	1,500,000

CASH AT BEGINNING OF PERIOD	1,500,000	-
CASH AT END OF PERIOD	$46,891	$1,500,000

See Accompanying Notes to Financial Statements

F-34

NextGen Dealer Solutions, LLC

Notes to Financial Statements

Note 1 - Description of Business and Significant Accounting Policies

Organization

NextGen Dealer Solutions, LLC (“Company”) was formed on December 10, 2015 as a limited liability company under the laws of the State of Delaware.

Nature of operations

The Company has developed a software platform for the powersports vehicle industry incorporating modules sales, operations, customer relationship management, equity mining and marketing with dealer management systems and website providers under the brand name of CyclePro Solutions. The solution is intended to provide powersports vehicle dealers with increased visibility and information related to their sales process, inventory levels, and customer data. Additionally, the platform offers dealers the ability to more easily communicate with their customers, with the goal of driving incremental sales. Dealers typically pay monthly subscription fees to access some or all modules on an a la carte basis.

Year end

The Company’s year-end is December 31.

Cash and Cash Equivalents

Software Capitalization

The Company capitalizes the costs associated with the development of the Company’s software solutions and website pursuant to ASC Topic 350. Other costs related to the maintenance of the software are expensed as incurred. Amortization is provided over the estimated useful lives of 7 years using the straight-line method for financial statement purposes.

Revenue Recognition

The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. Dealers typically pay monthly subscription fees to access some or all modules on an a la carte basis, as well as, in certain cases, implementation or training fees.

Cost of Sales

Cost of sales represents amount paid by the Company for hosting of the customer facing website, various data feeds from third parties, and the Company’s labor for implementing and training new customers.

Marketing and Advertising Costs

The Company expenses marketing and advertising costs as incurred. The Company’s marketing and advertising costs in the period ended December 31, 2016, and December 31, 2015 were $100,235 and $0, respectively, primarily driven by the costs of the marketing services agreement between the Company and a member of the Company. For additional information, see Note 3 “Related Party Transactions.”

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2016, and 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

F-35

NextGen Dealer Solutions, LLC

Notes to Financial Statements

FASB ASC 820-10-30-2 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. Observable inputs are from sources independent of the Company, whereas unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. Inputs other than quoted market prices in Level 1 that are observable for the asset or liability, either directly or indirectly, are considered Level 2 inputs.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Income Taxes

The Company is a limited liability company and has elected to be taxed under partnership provisions of the Internal Revenue Code. Under these provisions, the members are taxed on their share of the Company's taxable income. The Company bears no liability or expense for income taxes and none is reflected in these financial statements. Similar provisions apply for state income taxes.

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740-10 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the balance sheet. It also provides guidance on derecognition, measurement and classification of amounts related to uncertain tax positions, accounting for and disclosure of interest and penalties, accounting in interim period disclosures and transition relating to the adoption of new accounting standards. Under ASC 740-10, the recognition for uncertain tax positions should be based on a more-likely-than-not threshold that the tax position will be sustained upon audit. The tax position is measured as the largest amount of benefit that has a greater than fifty percent probability of being realized upon settlement. Management has determined that adoption of this topic has had no effect on the Company’s balance sheet. The Company’s tax returns for 2016 and 2015 remain open to potential Internal Revenue Service investigation.

Use of Estimates

Recent Pronouncements

The Company has evaluated the recent accounting pronouncements through January 2017 and believes that none of them will have a material effect on the company’s financial statements.

Note 2 – Property and Equipment - Software Capitalization

The Company capitalizes the costs associated with the development of the Company’s software solutions and website pursuant to ASC Topic 350. Other costs related to the maintenance of the software are expensed as incurred. Additionally, upon formation the Company determined the fair value of software contributed to the Company to be $ 1,312,252. Amortization is provided over the estimated useful lives of 7 years using the straight-line method for financial statement purposes. The Company capitalized a total of $341,919 during the twelve months ending December 31, 2016, and incurred amortization expense for the periods ending December 31, 2016 and December 31, 2015 of $253,468 and $9,370, respectively.

F-36

NextGen Dealer Solutions, LLC

Notes to Financial Statements

Note 3 - Related Party Transactions

The Company and a technology consulting firm (“Developer”) owned and managed by Company’s majority Member entered into a Services Agreement in December, 2015 whereby Developer agreed to make available up to 15 full time equivalent resources to perform software development, corrections and testing. Additionally, an entity owned by the majority Member provided billing services and start-up support to the Company (“Services Provider”). The total amounts billed by Developer for development fees in the periods ending December 31, 2016 and December 31, 2015 was $723,475 and $0, respectively. The total amount owed to both the Developer and the Services Provider as of December 2016 and 2015, was $468,932 and $49,433, respectively. Amounts owed to the Developer will be paid as and when the proceeds from the sale of the Company’s assets are received.

The Company and its minority member (“Marketing Partner”) entered into a Marketing Services Agreement in December, 2015 whereby 1) Marketing Partner would assist in identifying potential customers for Company and facilitate in the closing of sales to such prospective customers; 2) Company would pay Marketing Partner $10,000 per month plus reasonable out of pocket expenses incurred by the Marketing Partner’s person(s) assisting Company , and 3) pay to Marketing Partner a percentage of all receipts by Company from such prospects equal to 15% for the first year that such prospect is a customer and 5% for each of the two succeeding years. Amounts billed to Marketing Partner in the periods ending December 31, 2016 and December 31, 2015 were $60,541 and $0, respectively, and the balance owed Marketing Partner at December 31, 2016 and 2015 was $47,214 and $27,910, respectively.

The Company uses a portion of certain leased premises in Irving, Texas that are leased by the majority owner of the Company pursuant to a Sublease Agreement dated October 25, 2016 by and between the landlord and the majority owner. The sublease ends April 30, 2018. The Company uses the premises on a month to month basis. The Company pays $3,488 per month for the use of the premises.

Note 4 – Members’ Equity

The Company was formed on December 10, 2015 as a limited liability company under the laws of the State of Delaware. Upon formation on December 10, 2015, the Company authorized the issuance of up to 80,000 Class A Preferred Units and 10,000 Class B Preferred Units; on the same date, the Company issued 60,000 Class A Preferred Units as well as granted a member of the Company an option to purchase 20,000 Class A Preferred Units prior to December 10, 2016. The option was not exercised, so as of each of December 31, 2016 and 2015 there were 60,000 Class A Preferred Units outstanding.

Each of the Class A Preferred Units and Class B Preferred Units are convertible at any time to Common Units; however the Common Units have no preferences related to distributions and the like. As of December 31, 2016, there were no Common Units outstanding.

During the period from December 15, 2015 through the period ended December 31, 2016, there have been no other units, preferred or otherwise, issued, except as noted below.

On August 1, 2016, the Company approved the NextGen Dealer Solutions, LLC Incentive Plan providing for the issuance of up to 15,000 Class C Profit Units; and on the same date, the Company awarded 6,667 Class C Profit Units to one of the Company’s employees, representing 10% of total issued and outstanding Units post award. Class C Profit Units have no voting rights, vest over a period of four (4) years, accelerate vesting upon a change in control and share in distributions in accordance with the terms set forth in the Incentive Plan and in the Limited Liability Company Agreement of the Company dated December 10, 2015. No value or expense associated with such grant was recorded.

As part of the initial contributions, one member, in exchange for 40,000 Class A Preferred Units, contributed the sales session management, inventory management, customer relationship management, equity mining, and back office and call center business development center functionality software product and application known as CyclePro, including all designs, source code, databases, user interfaces, and derivatives thereof valued at $1,321,622. The other member, in exchange for 20,000 Class A Preferred Units and an option to purchase an additional 20,000 Class A Preferred Units prior to December 10, 2016, contributed $1,500,000.

Note 5- Subsequent Events

On January 8, 2017, the Company, Halcyon Consulting, LLC (“Halcyon”), and members of Halcyon signatory thereto (“Halcyon Members” and together with Halcyon, the “Halcyon Parties”) entered into an Asset Purchase Agreement with Smart Server Inc. (“Smart Server”). The Company and the Halcyon Parties are collectively referred to as the “Seller Parties.” The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, Smart Server would acquire all of the Company's assets, properties and rights of whatever kind, tangible and intangible, other than the excluded assets under the terms of the Agreement. Smart Server also would assume liability only for certain post-closing contractual obligations pursuant to the terms of the Agreement, primarily related to operating and maintaining the CyclePro application. Additionally, Smart Server agreed to be responsible for certain payroll costs and operating expenses incurred after January 16, 2017, and 2) benefit from all revenue earned from January 16, 2017 forward. The transaction closed on February 8, 2017.

Smart Server acquired substantially all of the assets of the Company in exchange for approximately $750,000 in cash, plus 1,523,809 unregistered shares of common stock of Smart Server (the "Purchaser Shares"), and a subordinated secured promissory note issued by Smart Server in favor of the Company in the amount of $1,333,333 (the "Acquisition Note"). The Acquisition Note matures on the third anniversary of the date the Acquisition Note is entered into (the "Maturity Date"). Interest will accrue on the Acquisition Note (i) at a rate of 6.5% annually from the date the Acquisition Note is entered into through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the date the Acquisition Note is entered into through the Maturity Date.

As of the date of this filing, Smart Server has changed its name to RumbleON, Inc.

F-37

Index for Pro Forma Financial Statements

Unaudited Pro Forma Condensed Combined Financial Statements
RumbleON, Inc. and Subsidiary Pro Forma Condensed Combined Balance Sheet (unaudited)	PF-4
RumbleON, Inc. and Subsidiary Pro Forma Condensed Combined Statement of Operations (unaudited)	PF-5
Notes to Unaudited Pro Forma Condensed Combined Financial Statements	PF-6

PF-1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On January 8, 2017, Smart Server, Inc. entered into an Asset Purchase Agreement with NextGen Dealer Solutions, LLC ("NextGen"), Halcyon Consulting, LLC ("Halcyon"), and members of Halcyon signatory thereto ("Halcyon Members," and together with Halcyon, the "Halcyon Parties"), as amended by that certain Assignment, dated January 31, 2017, between the Company and NextGen Pro, LLC (the "NextGen Agreement"). The NextGen Agreement provided that NextGen Pro, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, will acquire substantially all of the assets of NextGen in exchange for approximately $750,000 in cash, plus 1,523,809 unregistered shares of Company common stock (the "Purchaser Shares"), and a subordinated secured promissory note issued by the Company in favor of NextGen in the amount of $1,333,333 (the "Acquisition Note"). NextGen and the Halcyon Parties are collectively referred to as the "Seller Parties."

On January 9, 2017, the Company's Board of Directors (the "Board") and stockholders holding 6,375,000 of the Company's issued and outstanding shares of common stock approved an amendment to the Company's Articles of Incorporation (the "Certificate of Amendment") to change the name Smart Server, Inc. to RumbleON, Inc. and to create an additional class of Company common stock. The Certificate of Amendment became effective on February 13, 2017 (the "Effective Date"), after the notice and accompanying Information Statement describing the amendment was furnished to non-consenting stockholders of the Company in accordance with Nevada and Federal securities law.

Immediately before approving the Certificate of Amendment, the Company had authorized 100,000,000 shares of common stock, $0.001 par value (the "Authorized Common Stock"), including 6,400,000 issued and outstanding shares of common stock (the "Outstanding Common Stock," and together with the Authorized Common Stock, the "Common Stock"). Pursuant to the Certificate of Amendment, the Company designated 1,000,000 shares of Authorized Common Stock as Class A Common Stock (the "Class A Common Stock"), which Class A Common Stock ranks pari passu with all of the rights and privileges of the Common Stock, except that holders of Class A Common Stock will be entitled to 10 votes per share of Class A Common Stock issued and outstanding and (ii) all other shares of Common Stock, including all shares of Outstanding Common Stock shall be deemed Class B Common Stock (the "Class B Common Stock"), which Class B Common Stock will be identical to the Class A Common Stock in all respects, except that holders of Class B Common Stock will be entitled to one vote per share of Class B Common Stock issued and outstanding.

Also on January 9, 2017, the Company's Board and stockholders holding 6,375,000 of the Company's issued and outstanding shares of common stock approved the issuance to (i) Mr. Chesrown of 875,000 shares of Class A Common Stock in exchange for an equal number of shares of Class B Common Stock held by Mr. Chesrown, and (ii) Mr. Berrard of 125,000 shares of Class A Common Stock in exchange for an equal number of shares of Class B Common Stock held by Mr. Berrard.

On February 8, 2017 (the "Closing Date"), RumbleON completed the NextGen Acquisition in exchange for $750,000 in cash, the Purchaser Shares, and the Acquisition Note. The Acquisition Note matures on the third anniversary of the Closing Date (the "Maturity Date"). Interest accrues (i) at a rate of 6.5% annually from the Closing Date through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the Closing Date through the Maturity Date.

On February 13, 2017, the Company agreed with the Purchasers in the Private Placement to accelerate the funding of the second tranche of their investment totaling $1.35 million by issuing such Purchasers 1,161,920 shares of the Company's common stock and a note in the amount of $667,000 (the "Investor Note") and cancelling the Loan Agreements.

The following Unaudited Pro Forma Condensed Combined Financial Statements are based on the historical financial statements of RumbleON and NextGen after giving effect to the Company’s acquisition of NextGen. The unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2016, gives effect to the NextGen Acquisition as if it had occurred on that date. The unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2016 gives effect to the NextGen Acquisition as if it had occurred on January 1, 2016.

The Unaudited Pro Forma Condensed Combined Financial Statements should be read in conjunction with RumbleON’s historical consolidated financial statements as of and for the year ended December 31, 2016 and the accompanying notes thereto, as filed with this Annual Report on form 10-K, NextGen’s historical financial statements as of and for the year ended December 31, 2016 and the accompanying notes thereto included with this filing, and the accompanying Notes to these Unaudited Pro Forma Condensed Combined Financial Statements.

PF-2

The unaudited pro forma financial data are based on the historical financial statements of RumbleON and NextGen, and on publicly available information and certain assumptions RumbleON believes are reasonable, which are described in the notes to the Unaudited Pro Forma Condensed Combined Financial Statements included in this Form 10-K. RumbleON has not performed a detailed valuation analysis necessary to determine the fair market values of NextGen’s assets to be acquired and liabilities to be assumed. For the purpose of the Unaudited Pro Forma Condensed Combined Financial Statements, preliminary allocations of estimated acquisition consideration have been based on the payment of $750,000, issuance of the Purchaser Shares, and issuance of the Acquisition Note. The acquisition consideration has been allocated to certain assets and liabilities using management assumptions as further described in the accompanying notes. After the closing of the NextGen Acquisition, RumbleON will complete its valuations of the fair value of the assets acquired and the liabilities assumed and determine the useful lives of the assets acquired.

The Unaudited Pro Forma Condensed Combined Financial Statements are provided for informational purpose only. The pro forma information provided is not necessarily indicative of what the combined company’s financial position and results of operations would have actually been had the NextGen Acquisition been completed on the dates used to prepare these pro forma financial statements. The adjustments to fair value and the other estimates reflected in the accompanying Unaudited Pro Forma Condensed Combined Financial Statements may be materially different from those reflected in the combined company’s consolidated financial statements subsequent to the NextGen Acquisition. In addition, the Unaudited Pro Forma Condensed Combined Financial Statements do not purport to project the future financial position or results of operations of the merged companies. Reclassifications and adjustments may be required if changes to RumbleON’s financial presentation are needed to conform RumbleON’s and NextGen Acquisition’s accounting policies.

These Unaudited Pro Forma Condensed Combined Financial Statements do not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the transaction. These financial statements also do not include any integration costs the companies may incur related to the NextGen Acquisition as part of combining the operations of the companies. The Unaudited Pro Forma Condensed Combined Statement of Operations do not include an estimate for transaction costs of approximately $175,000.

PF-3

RumbleON, Inc. and Subsidiary

Pro Forma Condensed Combined Balance Sheet

(unaudited)

	RumbleON	NextGen	Pro Forma Adjustments		Pro Forma Combined
ASSETS
Current assets:
Cash	$1,350,580	$46,891	$(796,891)	A	$600,580
Prepaid expense	1,667	5,635	(5,635)	A	1,667
Total current assets	1,352,247	52,526	(802,526)		602,247

Software , net	-	1,400,703	-		1,400,703
Other assets	45,515	-	-		45,515
Goodwill and other intangibles	-	-	3,349,297	B	3,349,297

Total assets	$1,397,762	$1,453,229	$2,546,771		$5,397,762

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$139,083	$3,445	$(3,445)	A	$139,083
Accounts payable-related party	80,018	516,146	(516,146)	A	80,018
Total current liabilities	219,101	519,591	(519,591)		219,101

Long term liabilities:
Accrued interest payable - related party	5,508	-	-		5,508
Convertible note payable - related party, net	1,282	-	-		1,282
Deferred tax liability	78,430	-	-		78,430
Promissory note	-	-	1,333,333	C	1,333,333
Total long term liabilities	85,220		1,333,333		1,418,553

Total liabilities	304,321	519,591	813,742		1,637,654

Commitments and contingencies

Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, 7,923,809, shares issued and outstanding as of December 31, 2016,	6,400	-	1,524	D	7,924
Additional paid-in capital	1,534,015	-	2,665,143	D	4,199,158
Members’ equity	-	933,638	(933,638)	E
Subscriptions receivable	(1,000)	-	-		(1,000)
Accumulated deficit	(445,974)	-	-		(445,974)
Total stockholders' equity	1,093,441	933,638	1,733,029		3,760,108

Total liabilities and stockholders' equity	$1,397,762	$1,453,229	$2,546,771		$5,397,762

See Accompanying Notes to Pro Forma Financial Statements.

PF-4

RumbleON, Inc. and Subsidiary

Pro Forma Condensed Combined Statement of Operations

(unaudited)

	RumbleON	NextGen Dealer Solutions	Pro Forma Adjustments		Pro Forma Combined

Revenue	$-	$138,141			$138,141

Cost of sales	-	332,559			332,559

Operating expenses:
General and administrative	57,825	332,534			1,390,359
Depreciation and amortization	1,900	253,468	(33,508)	F	221,860
Impairment of assets	792	-			792
Professional fees	152,876	-			152,876
Total operating expenses	213,393	1,918,561	(33,508)		2,098,446

Other income (expense):
Other income	-	644			644
Interest expense - related party	(11,698)	-	(86,667 )	G	(98,365)
Total other expense	(11,698)	644	(86,667 )		(97,721)

Net loss before provision for income taxes	(225,091)	(1,779,776)	(53,159)		(2,058,026)

Benefit for income taxes	513	-			513

Net loss	$(224,578)	$(1,779,776)	$ (53,159)		$(2,057,513)


Weighted average number of common
shares outstanding - basic					7,105,179
shares outstanding - diluted					7,105,179

Net loss per share - basic					$(0.29)
Net loss per share - diluted					$(0.29)

See Accompanying Notes to Pro Forma Financial Statements.

PF-5

Notes to Unaudited Pro Forma

Condensed Combined Financial Statements

The following unaudited pro forma financial statements of RumbleON, Inc. (the “Company”) are based on the historical financial statements of the Company after giving effect to our purchase of certain assets (the “NextGen Transaction”) from NextGen Dealer Solutions, LLC ("NextGen") and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma financial statements.

The unaudited pro forma balance sheet as of December 31, 2016, is presented as if the NextGen Transaction had occurred on December 31, 2016. The unaudited pro forma statements of operations for the year ended December 31, 2016 are presented as if the NextGen Transaction had taken place on January 1, 2016.

The allocation of the purchase price used in the unaudited pro forma financial statements is based upon a preliminary valuation. The estimated fair values of certain assets and liabilities have been determined with the assistance of a third-party valuation firm and such firm’s preliminary work. Our estimates and assumptions are subject to change upon the finalization of internal studies and third-party valuations of assets, including investments, property and equipment, intangible assets including goodwill, and certain liabilities.

The unaudited pro forma financial statements are not intended to represent or be indicative of the combined results of operations or financial position of the Company that would have been reported had the NextGen Transaction been completed as of the dates presented, and should not be taken as representative of the future combined results of operations or financial position of the Company.

The unaudited pro forma financial statements do not reflect any revenue enhancements, operating efficiencies, or cost savings that we may achieve. The allocation of the purchase price to the assets and liabilities acquired reflected in this pro forma financial data is preliminary. Accordingly, the actual financial position and results of operations may differ from these pro forma amounts.

Note 1- Basis of Presentation

The unaudited pro forma financial statements of the Company are based on the historical financial statements of RumbleON, Inc. after giving effect to the NextGen Transaction and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma financial statements.

The historical financial statements of NextGen are presented under United States Generally Accepted Accounting Principles (“US GAAP”) and as such, the historical statements of income have been adjusted to remove the impact of any asset sales that qualify for discontinued operations treatment. The historical statements of operations present results through income from continuing operations.

The unaudited pro forma balance sheet as of December 31, 2016, is presented as if the NextGen Transaction had occurred on December 31, 2016. The unaudited pro forma statements of operations for the year ended December 31, 2016 and the year ended December 31, 2016 are presented as if the NextGen Transaction had taken place on January 1, 2016.

PF-6

Note 2- NextGen Transaction

On January 8, 2017, NextGen, Halcyon Consulting, LLC (“Halcyon”), and members of Halcyon signatory thereto (“Halcyon Members” and together with Halcyon, the “Halcyon Parties”) entered into an Asset Purchase Agreement with the Company. NextGen and the Halcyon Parties are collectively referred to as the “Seller Parties.” The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, the Company would acquire all of NextGen's assets, properties and rights of whatever kind, tangible and intangible, other than the excluded assets under the terms of the Agreement. The Company also would assume liability only for certain post-closing contractual obligations pursuant to the terms of the Agreement, primarily related to operating and maintaining the CyclePro application. Additionally, The Company agreed to be responsible for certain payroll costs and operating expenses incurred after January 16, 2017, and 2) benefit from all revenue earned from January 16, 2017 forward. The transaction closed on February 8, 2017.

The Company acquired substantially all of the assets of NextGen in exchange for approximately $750,000 in cash, plus 1,523,809 unregistered shares of common stock of the Company (the "Purchaser Shares"), and a subordinated secured promissory note issued by the Company in favor of the NextGen in the amount of $1,333,333 (the "Acquisition Note"). The Acquisition Note matures on the third anniversary of the date the Acquisition Note is entered into (the "Maturity Date"). Interest will accrue on the Acquisition Note and be paid semi-annually (i) at a rate of 6.5% annually from the date the Acquisition Note is entered into through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the date the Acquisition Note is entered into through the Maturity Date.

For purposes of the pro forma December 31, 2016 balance sheet, the total purchase price of $4,750,000 is allocated as follows:

Software, net	$1,400,703
Identifiable intangible assets	100,000
Goodwill	3,249,297
	$4,750,000

Note 3- Pro Forma Adjustments

The following pro forma adjustments are included in the unaudited pro forma financial statements:

(A)

To adjust cash to reflect the payment of $750,000 portion of the consideration to NextGen and working capital remaining with NextGen;

(B)

To record goodwill and identifiable intangible assets as part of the transaction;

(C)

The issuance by the Company of a Promissory Note in favor of NextGen in the amount of $1,333,333;

(D)

The account for the issuance by the Company of 1,523,809 shares of Class B Common Stock to NextGen;

(E)

To eliminate the Member’s Equity of NextGen;

(F)

To adjust for depreciation expense on acquired software over its anticipated seven year useful life; and

(G)

To account for interest expense related to the Acquisition Note: principal balance of $1,333,333 and an interest rate of 6.5%.

PF-7

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution

The following table sets forth all expenses to be paid by the registrant, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the registration fee.

SEC registration fee	$6,776
Legal fees and expenses	$35,000
Accounting fees and expenses	$
Miscellaneous expenses	$
Total	$

Item 14.

Indemnification of Officers and Directors

No director of RumbleON will have personal liability to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director involving any act or omission of any such director since provisions have been made in our Articles of Incorporation limiting such liability. The foregoing provisions shall not eliminate or limit the liability of a director for:

●

any breach of the director’s duty of loyalty to us or our stockholders;

●

acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law;

●

the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes; or

●

for any transaction from which the director derived an improper personal benefit.

We are a corporation organized under the laws of the State of Nevada. Section 78.138 of the Nevada Revised Statutes (“NRS”) provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law.

Section 78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, if the officer or director (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.7502 of the NRS requires a corporation to indemnify a director or officer that has been successful on the merits or otherwise in defense of any action or suit. Section 78.7502 of the NRS precludes indemnification by the corporation if the officer or director has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses and requires a corporation to indemnify its officers and directors if they have been successful on the merits or otherwise in defense of any claim, issue, or matter resulting from their service as a director or officer.

Section 78.751 of the NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit, or proceeding as they are incurred and in advance of final disposition thereof, upon determination by the stockholders, the disinterested board members, or by independent legal counsel. If so provided in the corporation’s articles of incorporation, bylaws, or other agreement, Section 78.751 of the NRS requires a corporation to advance expenses as incurred upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of the NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation, bylaws, or other agreement.

II - 1

Section 78.752 of the NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the company, or is or was serving at the request of the company as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

Article VI of our amended Bylaws provide for indemnification of our directors, officers, and employees in most cases for any liability suffered by them or arising out of their activities as directors, officers, and employees if they were not engaged in willful misfeasance or malfeasance in the performance of his or her duties; provided that in the event of a settlement the indemnification will apply only when the Board of Directors approves such settlement and reimbursement as being for our best interests. Our Bylaws, therefore, limit the liability of directors to the maximum extent permitted by Nevada law (Section 78.751).

Our officers and directors are accountable to us as fiduciaries, which means they are required to exercise good faith and fairness in all dealings affecting RumbleON. In the event a stockholder believes the officers or directors have violated their fiduciary duties, the stockholder may, subject to applicable rules of civil procedure, be able to bring a class action or derivative suit to enforce the stockholder’s rights, including rights under certain federal and state securities laws and regulations to recover damages from and require an accounting by management. Stockholders who have suffered losses in connection with the purchase or sale of their interest in RumbleON in connection with such sale or purchase, including the misapplication by any such officer or director of proceeds from a sale of securities may be able to recover such losses from us.

At present, there is no pending litigation or proceeding involving any of our directors or officers in which indemnification or advancement is sought. We are not aware of any threatened litigation that may result in claims for advancement or indemnification.

We have been advised that in the opinion of the SEC, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and other persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against such liabilities (other than payment of expenses incurred or paid by a director or officer in the successful defense ofany action, suit or proceeding) is asserted by such director, officer or other person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 15.

Recent Sales of Unregistered Securities

On July 13, 2016, Berrard Holdings acquired 5,475,000 shares of the Company’s common stock from the Company’s former sole director and executive officer. The shares acquired by Berrard Holdings represented 99.5% of the Company’s issued and outstanding common stock. The aggregate purchase price for the Shares was $148,141.75, which Berrard Holdings paid from cash on hand. In addition, at the closing, Berrard Holdings loaned the Company, and the Company executed and issued to Berrard Holdings the BHLP Note, pursuant to which the Company was required to repay $191,858 on or before July 13, 2026 plus interest at 6% per annum. The BHLP Note was convertible into common stock at any time before maturity at the greater of $0.06 per share or 50% of the price per share of the next “qualified financing,” which was defined as an offering resulting in net proceeds to the Company of $500,000 or greater. Effective August 31, 2016, the principal amount of the BHLP Note was amended to include an additional $5,500 loaned to the Company. On November 28, 2016, the Company completed a qualified financing at $1.50 per share, which established the conversion price per share for the BHLP Note of $0.75 per share. On March 31, 2017, the Company issued 275,312 shares of Common Stock upon conversion of the BHLP Note, which on such date had an aggregate principal amount, including accrued interest, of $206,484.

On November 28, 2016, Smart Server completed the 2016 Private Placement of an aggregate of 900,000 shares of common stock at a purchase price of $1.50 per share for total consideration of $1,350,000. In connection with the 2016 Private Placement, the Company also entered into loan agreements with the investors pursuant to which the investors would loan the Company their pro rata share of up to $1,350,000 in the aggregate upon the request of the Company at any time on or after January 31, 2017 and before November 1, 2020, pursuant to the terms of a convertible promissory note attached to the loan agreements. On March 31, 2017, the Company completed funding of the Second Tranche of the 2016 Private Placement, pursuant to which the investors each received their pro rata share of (1) 1,161,920 shares of common stock and (2) the Private Placement Note in the aggregate principal amount of $667,000, in consideration of cancellation of loan agreements. The Private Placement Note was not convertible.

II - 2

On January 9, 2017, the Company approved the Certificate of Amendment to change the name of the Company from Smart Server, Inc. to RumbleON, Inc. and to create an additional class of common stock. Pursuant to the Certificate of Amendment, the Company designated 1,000,000 shares of authorized Common Stock as Class A Common Stock, which ranks pari passu with all of the rights and privileges of the Common Stock, except that holders of Class A Common Stock are entitled to 10 votes per share issued and outstanding and (ii) all other shares of Common Stock, including all then currently outstanding shares of Common Stock would be deemed Class B Common Stock, which will be identical to the Class A Common Stock in all respects, except that holders of Class B Common Stock will be entitled to one vote per share issued and outstanding. On February 13, 2017, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada. Also on that date, the Company issued an aggregate of 1,000,000 shares of Class A Common Stock to Messrs. Chesrown and Berrard in exchange for an aggregate of 1,000,000 shares of Class B Common Stock held by them.

On February 8, 2017, the Company and NextGen Pro completed the NextGen Acquisition in exchange for consideration including the issuance of 1,523,809 shares of the Company’s Class B Common Stock.

On March 31, 2017, the Company completed the 2017 Private Placement of 620,000 shares of the Company’s Class B Common Stock at a price of $4.00 per share for aggregate proceeds of $2.48 million. The Company sold an additional 37,500 shares in connection with the 2017 Private Placement on April 30, 2017.

The following directors and officers of RumbleON participated in the 2017 Private Placement:

Name	Position	Shares	Purchase Price
Marshall Chesrown	Chairman and CEO	62,500	$250,000
Steven Berrard(1)	Director and CFO	62,500	250,000
Mitch Pierce	Director	37,500	150,000
Kevin Westfall	Director	12,500	50,000
Total		175,000	$700,000
(1) Through Berrard Holdings.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offer, sale, and issuance of the shares in each of the transactions described above was exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and Regulation D thereunder as an issuance of securities not involving a public offering, except for (1) the conversion of the BHLP Note and (2) the Class A Exchange, which transactions were exempt from registration by virtue of Section 3(a)(9) of the Securities Act as a security exchanged by an issuer with existing security holders where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

II - 3

Item 16.

Exhibits and Financial Statement Schedules

The exhibits listed on the Index to Exhibits of this Registration Statement are filed herewith or are incorporated herein by reference to other filings.

(a)

Exhibits

Exhibit Number		Exhibit Description

2.1		Asset Purchase Agreement, dated as of January 8, 2017 (Incorporated by reference to Exhibit 2.1 in the Company's Current Report on Form 8-K, filed on January 9, 2017).
2.2		Assignment of APA, dated as of January 31, 2017 (Incorporated by reference to Exhibit 2.2 in the Company's Annual Report on Form 10-K, filed on February 14, 2017).
3.1		Articles of Incorporation filed on October 24, 2013 (Incorporated by reference to Exhibit 3(i)(a) in the Company's Registration Statement on Form S-1/A, filed on March 20, 2014).
3.2		By-Laws, as Amended (Incorporated by reference to Exhibit 3.2 in the Company's Annual Report on Form 10-K, filed on February 14, 2017).
3.3		Certificate of Amendment to Articles of Incorporation, filed on February 13, 2017 (Incorporated by reference to Exhibit 2.2 in the Company's Annual Report on Form 10-K, filed on February 14, 2017).
4.1		Amended and Restated Stockholders Agreement, dated February 8, 2017 (Incorporated by reference to Exhibit 10.1 in the Company's Annual Report on Form 10-K, filed on February 14, 2017).
4.2		Registration Rights Agreement, dated February 8, 2017 (Incorporated by reference to Exhibit 10.2 in the Company's Annual Report on Form 10-K, filed on February 14, 2017).
4.3		Stockholder's Agreement, dated October 24, 2016 (Incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K, filed on October 28, 2016).
5.1		Opinion of Akerman LLP. *
10.1		Consulting Agreement, dated February 8, 2017 (Incorporated by reference to Exhibit 10.3 in the Company's Annual Report on Form 10-K, filed on February 14, 2017).
10.2		Services Agreement, dated February 8, 2017(Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential treatment) (Incorporated by reference to Exhibit 10.4 in the Company's Annual Report on Form 10-K, filed on February 14, 2017).
10.3		Data Confidentiality Agreement, dated February 8, 2017 (Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.5 in the Company's Annual Report on Form 10-K, filed on February 14, 2017).
10.4		2017 RumbleON, Inc. Stock Incentive Plan + (Incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K, filed on January 9, 2017).
10.5		Form of Loan Agreement (Incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K, filed on December 21, 2016).
10.6		Smart Server, Inc. Form of Promissory Note (Incorporated by reference to Exhibit 10.2 in the Company's Current Report on Form 8-K, filed on December 21, 2016).
10.7		Promissory Note, dated July 13, 2016 (Incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K, filed on July 19, 2016).
10.8		Amendment to Promissory Note, dated August 31, 2016 (Incorporated by reference to Exhibit 10.1 in the Company's Annual Report on Form 10-K, filed on February 14, 2017).
10.9		Unconditional Guaranty Agreement (Incorporated by reference to Exhibit 10.12 in the Company's Annual Report on Form 10-K, filed on February 14, 2017).
10.10		Security Agreement (Incorporated by reference to Exhibit 10.13 the Company's Annual Report on Form 10-K, filed on February 14, 2017).
10.11		NextGen Promissory Note, dated February 8, 2017 (Incorporated by reference to Exhibit 10.1 in the Company's Quarterly Report on Form 10-Q, filed on May 15, 2017).
10.12		RumbleON, Inc. Form of Promissory Note (Incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K, filed on April 5, 2017).
16.1		Letter from Seale and Beers, CPAs (Incorporated by reference to Exhibit 16.1 in the Company's Current Report on Form 8-K, filed on December 21, 2016).
21.1		Subsidiaries. *
23.1		Consent of Scharf Pera & Co., PLLC *
23.2		Consent of Scharf Pera & Co., PLLC*
23.3		Opinion of Akerman LLP (included with Exhibit 5.1) *
24.1		Power of Attorney (included with signature page of this Form S-1).*
101.INS		XBRL Instance Document. *
101.SCG		XBRL Taxonomy Extension Schema. *
101.CAL		XBRL Taxonomy Calculation Linkbase. *
101.DEF		XBRL Taxonomy Definition Linkbase. *
101.LAB		XBRL Taxonomy Extension Label Linkbase. *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase. *

*		Filed herewith
+		Management Compensatory Plan

(b)

Financial Statement Schedules

The financial statements beginning on page F-1 and pro forma Financial information beginning on page PF-1 are part of this registration statement.

Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

Item 17.

Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) For determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-1 and that it has duly caused this Registration Statement to be filed on behalf of the undersigned, thereunto authorized, in the City of Charlotte, state of North Carolina, on the 29th day of June, 2017.

	RUMBLEON, INC.

	By:	/s/ Marshall Chesrown
		Marshall Chesrown
		Chief Executive Officer and Chairman

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marshall Chesrown and Steven R. Berrard and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Marshall Chesrown	Chief Executive Officer and Chairman (Principal Executive Officer)	June 29, 2017
Marshall Chesrown
/s/ Steven R. Berrard	Chief Financial Officer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	June 29, 2017
Steven R. Berrard

/s/ Denmar Dixon	Director	June 29, 2017
Denmar Dixon

/s/ Kartik Kakarala	Director	June 29, 2017
Kartik Kakarala

/s/ Mitch Pierce	Director	June 29, 2017
Mitch Pierce

/s/ Kevin Westfall	Director	June 29, 2017
Kevin Westfall

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RumbleOn, Inc. - FORM S-1 - June 29, 2017

Attached files

RumbleOn, Inc. Reports