UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
November 14, 2014
CANNLABS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
333-155318 |
20-5337455 |
(State or other Jurisdiction
of Incorporation or
Organization) |
(Commission File
Number) |
(I.R.S. Employer
Identification No.) |
3888 E. Mexico Ave., Suite 202
Denver, CO 80210
(Address of principal executive offices) (Zip
Code)
(303) 309-0105
(Registrant's telephone number, including area
code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On November 14 2014, CannLabs, Inc. (the
“Company”) issued a press release announcing its financial results for its third quarter of 2014. A copy of the press
release issued by the Company on November 11, 2014 is attached as Exhibit 99.1.
The information, including the exhibit attached hereto, in this Current Report on Form 8-K shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) |
Exhibits |
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99.1 |
Press release of CannLabs, Inc., dated as of November
14, 2014 |
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CANNLABS, INC. |
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Dated: November 14, 2014 |
/s/ Scott McPherson |
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Scott McPherson |
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Chief Financial Officer |
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Exhibit 99.1
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www.cannlabs.com |
FOR IMMEDIATE RELEASE:
William Livermore
Public Relations
917-620-0774
William.livermore@cannlabs.com
www.cannlabs.com
CANNLABS ANNOUNCES THIRD QUARTER 2014 RESULTS
Revenues up 175 Percent Over Last Quarter
Operations Expand to Connecticut and Nevada
DENVER, CO, November 14, 2014 CannLabs, Inc. (OTCQB: CANL,) the leading provider of proprietary, cloud-based analytics, and scientific testing methodologies relating to cannabis, today announced financial results for the third quarter ended September 30, 2014 and provided a business update.
Third Quarter 2014 Highlights
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CannLabs – Nevada, Inc. granted license for an 8,000 sq. ft. facility in Las Vegas, Nevada.
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CannLabs – Connecticut, Inc. opened 4,000 sq. ft. facility in Hartford, Connecticut. Secures contracts with two of the four licensed growers in Connecticut.
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Expanded testing capabilities at the Denver, Colorado legacy lab to offer heavy metal, microbial contaminant, pesticides, and residual solvents tests. The CannLabs, Inc. licensed laboratory in Denver is on track to reach full capacity in four-six months.
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CANL was added to MJIC Marijuana Index and the THCbiz stock directory
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“During this quarter we saw the initial affect of industry wide-market and mandated testing growth impact our business,” said Mark Mirken, Chief Executive Officer of CannLabs. “With existing and anticipated legislative mandates aimed at cannabis health and safety, our licensed technology has made our laboratory partners the premier checkpoint in the seed to sale supply chain. Clients are experiencing steady growth, and we are committed to keeping our competency, capacity, and state-of-the art solutions ahead of the rapidly growing national market.”
3888 E. Mexico Avenue, Suite 202 | Denver, CO 80210 | 303.309.0105
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www.cannlabs.com |
CannLabs recently entered two new markets, Connecticut and Nevada. “In Connecticut, we have signed multi-year contracts with two of the four licensed commercial growers, to have their products tested using CannLabs’ licensed technology,” Mirken continued. “The facility in Nevada, which is expected to secure 30 percent market share upon market maturity, will be operational in the third quarter of 2015 to leverage an estimated 200 metric tons of cannabis production for the medical marijuana market in this state.”
Both states adhere to the American Herbal Pharmacopoeia® (AHP) guidelines. These guidelines include stringent limits for specified bacteria, fungi, heavy metals, and pesticides and require every lot of cannabis be tested for potency and safety. The Company will look for accretive acquisitions to enhance and expand on its multiple revenue channels. Consumers will benefit from the highest quality and safety and CannLabs, will continue to enjoy rising demand for testing and consulting services.
Financial Results
For the third quarter ending September 30, the Company reported:
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$474,000 in revenue, an increase over the previous quarter of $204,000 due to increased testing volumes, growing client demand, mandated testing and the anticipated expansion in mandated testing requirement.
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$1,283,000 in operating expenses, which consisted of $644,748 in administrative payroll, $426,000 in G&A and $213,000 in sales and marketing expenses. Of these expenses $440,000 related to non-cash compensation.
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Net loss (GAAP) was $(1,126,096).
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Adjusted EBITDA (non-GAAP) loss of $(130,000).
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For the nine months ended September 30, 2014, the Company reported:
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$1,932,000 in operating expenses, which consisted of $818,000 in administrative payroll, $742,000 in G&A and $373,000 in sales and marketing expenses. Of these expenses $446,000 related to non-cash compensation.
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Net loss (GAAP) was $(1,596,477).
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Adjusted EBITDA (non-GAAP) loss of $(213,000).
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The Company had $64,000 in cash and cash equivalents on its balance sheet as of September 30, 2014.
2015 Outlook
In 2015, capital expenditures are expected to increase. The capital investments will primarily be focused on expanding the capacity of the labs the Company licenses, to meet the increase in demand for testing in multiple jurisdictions, as well as the Company’s other revenue segments.
3888 E. Mexico Avenue, Suite 202 | Denver, CO 80210 | 303.309.0105
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www.cannlabs.com |
Currently, holding 50 percent of the Colorado market, the Company expects the Colorado facility to grow their market share significantly in 2015. Revenues for the Colorado facility are projected to be $3-5 million annual run rate by the end of next year. Management believes the payback period for future labs could decrease when factoring in higher margins from the addition of product formulation and development and consulting services. Normalized operating margins of 40 percent or higher are expected from fully mature licensed laboratories.
In addition, CannLabs will be able to solidify its leadership position due to the following industry-wide growth drivers:
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Compliance testing will be mandated by new states
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Increased testing volumes from existing clients responding to growing consumer demand
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New market entrants as more growers are granted state-issued licenses
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Education that will influence consumers to seek out tested products at a higher quality level that they know and trust
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ABOUT CANNLABS
CannLabs, Inc., is a respected authority and advisor to commercial, governmental and educational entities focused on the Cannabis industry. The company leverages its propriety scientific, testing processes, cloud-based business intelligence and data/analytics as well as consulting services to garner revenues from legalized Cannabis states and their constituents.
Through Carbon Bond Holdings Inc. and the state certified labs it has relationships with, CannLabs delivers best practices around products, services and business intelligence focused on the Cannabis industry.
CannLabs customers include states that currently have legalized medical or recreational Cannabis along with their associated growers, dispensaries, manufacturers of edibles, and residential consumers seeking information on cannabis.
For
more information visit www.cannlabs.com.
3888 E. Mexico Avenue, Suite 202 | Denver, CO 80210 | 303.309.0105
|
www.cannlabs.com |
Safe Harbor Statement
All statements herein other than statements of historical facts are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Such statements are not guarantees of future performance and are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements. Such factors include, but are not limited to, our ability to raise additional capital, our limited operating history and revenue, our ability to attract and retain qualified personnel, our ability to develop new services, market acceptance of our services, legislative, regulatory and competitive developments in our industry, general economic conditions, as well as other factors set forth in our filings with the SEC.
CONTACT:
Company
William Livermore
Public Relations
917-620-0774
william.livermore@cannlabs.com
www.cannlabs.com
Investor Relations
Matthew Selinger
Senior Vice President – MZ North America
949-298-4319
mselinger@mzgroup.us
www.mzgroup.us
SOURCE: CannLabs, Inc.
3888 E. Mexico Avenue, Suite 202 | Denver, CO 80210 | 303.309.0105
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www.cannlabs.com |
Reconciliation of net income to adjusted EBITDA:
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Quarter Ending
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Nine Months Ended
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September 30,
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September 30,
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2014
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2014
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Net loss attributable to common shareholders
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$ |
(679,000 |
) |
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$ |
(821,000 |
) |
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Preferred dividends
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10,000 |
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12,000 |
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Net loss attributable to CannLabs, Inc.
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(689,000 |
) |
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(833,000 |
) |
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Adjustments to net income:
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Depreciation and amortization
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98,000 |
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141,000 |
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Interest expense
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21,000 |
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33,000 |
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EBITDA
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(570,000 |
) |
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(659,000 |
) |
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Share based compensation
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440,000 |
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446,000 |
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Adjusted EBITDA
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$ |
(130,000 |
) |
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$ |
(213,000 |
) |
3888 E. Mexico Avenue, Suite 202 | Denver, CO 80210 | 303.309.0105
|
www.cannlabs.com |
CannLabs, Inc. and Subsidiaries
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Consolidated Balance Sheet
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September 30, 2014
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(Unaudited)
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ASSETS
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CURRENT ASSETS
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Cash
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$ |
63,710 |
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Accounts Receivable
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113,465 |
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Prepaid expenses
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80,253 |
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Due from stockholders
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- |
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TOTAL CURRENT ASSETS
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257,428 |
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PROPERTY AND EQUIPMENT
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Equipment
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170,833 |
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Furniture and fixtures
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14,565 |
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Leasehold Improvements
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194,435 |
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Assets under capital lease
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754,834 |
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1,134,667
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Less: accumulated depreciation
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171,110 |
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963,557
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OTHER ASSETS
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Deposit
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37,394 |
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37,394
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TOTAL ASSETS
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$ |
1,258,379 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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CURRENT LIABILITIES
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Accounts payable and accrued expenses
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$ |
502,069 |
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Deferred revenue
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96,475 |
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Obligations under capital leases
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190,186 |
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Notes payable - stockholders
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158,800 |
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TOTAL CURRENT LIABILITIES
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947,530 |
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LONG-TERM LIABILITIES
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Notes payable - stockholders
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500,000 |
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Obligations under capital leases, net of current portion
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344,702 |
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844,702 |
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COMMITMENTS AND CONTINGENCIES
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STOCKHOLDERS’ EQUITY
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Convertible preferred stock, $.001 par value, 10,000,000 shares authorized, 500,000 issued and outstanding at September 30, 2014
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500 |
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Common stock, $.001 par value; 200,000,000 shares authorized, 65,439,704 shares issued and outstanding at September 30, 2014 and 54,000,000 shares issued and outstanding at December 31, 2013
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65,440 |
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Additional paid in capital
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6,679,634 |
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Deferred Compensation
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(5,700,362 |
) |
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Accumulated deficit
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(820,662 |
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STOCKHOLDERS’ EQUITY BEFORE NON CONTROLLING INTEREST
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224,550 |
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Non controlling interest in variable interest entities
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(758,403 |
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TOTAL COMPANY STOCKHOLDERS’ EQUITY
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(533,853 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ |
1,258,379 |
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3888 E. Mexico Avenue, Suite 202 | Denver, CO 80210 | 303.309.0105
|
www.cannlabs.com |
CannLabs, Inc. and Subsidiaries
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2014
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For the Three
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For the Nine
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Months Ended
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Months Ended
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September 30,
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September 30,
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2014
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2014
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REVENUES
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$ |
473,624 |
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$ |
856,117 |
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COST OF REVENUES
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290,549 |
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482,349 |
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GROSS PROFIT
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183,075 |
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373,768 |
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OPERATING EXPENSES
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General and administrative (1)
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425,576 |
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741,729 |
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Administrative payroll (2)
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644,748 |
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818,051 |
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Sales and marketing
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212,894 |
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372,578 |
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Total operating expenses
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1,283,218 |
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1,932,358 |
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LOSS BEFORE OTHER EXPENSE
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(1,100,143 |
) |
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(1,558,590 |
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OTHER INCOME (EXPENSE)
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Interest income
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9 |
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18 |
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Interest expense
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(21,121 |
) |
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(33,034 |
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Loss on sale of assets
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(4,841 |
) |
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(4,841 |
) |
Total other expenses
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(25,953 |
) |
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(37,857 |
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NET LOSS
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(1,126,096 |
) |
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(1,596,447 |
) |
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NET LOSS ATTRIBUTABLE TO THE NONCONTROLLING INTEREST
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457,388 |
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787,105 |
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ACCRUED PREFERRED DIVIDENDS
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(10,082 |
) |
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(12,055 |
) |
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NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
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$ |
(678,790 |
) |
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$ |
(821,397 |
) |
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BASIC AND DILUTED NET LOSS PER COMMON SHARE
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$ |
(0.01 |
) |
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$ |
(0.01 |
) |
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BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
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65,483,037 |
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58,640,689 |
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(1) - Includes $2,853 and $4,911 of non-cash compensation for the three and nine months ended September 30, 2014
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(2) - Includes $437,480 and $440,835 of non-cash compensation for the three and nine months ended September 30, 2014
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3888 E. Mexico Avenue, Suite 202 | Denver, CO 80210 | 303.309.0105
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