nvdn_8k.htm

0001477932-19-005978.txt : 20191021 0001477932-19-005978.hdr.sgml : 20191021 20191021160520 ACCESSION NUMBER: 0001477932-19-005978 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191018 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191021 DATE AS OF CHANGE: 20191021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: nDivision Inc. CENTRAL INDEX KEY: 0001659183 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 475133966 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55920 FILM NUMBER: 191159665 BUSINESS ADDRESS: STREET 1: 4925 GREENVILLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 214-785-6355 MAIL ADDRESS: STREET 1: 4925 GREENVILLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75206 FORMER COMPANY: FORMER CONFORMED NAME: GO2GREEN LANDSCAPING, INC. DATE OF NAME CHANGE: 20151123 8-K 1 nvdn_8k.htm FORM 8-K nvdn_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 0R 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 18, 2019

NDIVISION INC.

(Exact name of registrant as specified in its charter)

Nevada		47-5133966
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4925 Greenville Avenue, Suite 200, Dallas, TX		75206
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area 214-785-6355

Copies to:

Attn: Ken Bart.

Ward and Smith, P.A.

127 Racine Drive

Wilmington, NC 28403

Tel: 910-794-4820

Fax: 910-794-4877

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):

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 pursuant to Section 13(a) of the Exchange Act. x

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
None

Forward-Looking Statements

This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.

Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources and cannot assure investors of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.

Item 3.02 Unregistered Sales of Equity Securities

Private Placements

On October 10, 2019 nDivision Inc. (the "Company") filed a Form D, notice of exempt offering of securities, with the Securities and Exchange Commission related to sales of the Company's common stock in an aggregate amount of up to $500,000.

On October 18, 2019, we issued 111,111 shares of restricted common stock for a purchase price of US$50,000 to a single accredited investor. There were no material expenses related to the issuance of these shares.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No. Description

None

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, thereunto duly authorized.

	NDIVISION INC.

Date: October 21, 2019	By:	/s/ Andrew Norstrud
		Andrew Norstrud
		Chief Financial Officer