Amended Current Report Filing (8-k/a)
May 20 2019 - 06:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported)
May 16, 2019
NDIVISION INC.
(Exact name of registrant as specified
in its charter)
Nevada
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47-5133966
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4925 Greenville Avenue, Suite 200, Dallas, TX
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75206
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(Address of principal executive offices)
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(Zip Code)
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Registrant's
telephone number, including area
214-785-6355
Copies to:
Ken Bart, Esq.
Bart and Associates,
LLC
1213 Culbreth
Drive
Suite 346
Wilmington,
NC 28405
Tel: 720-226-7511
Fax: 720-528-7765
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))
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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:
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Title of each class
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Ticker symbol(s)
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Name of each exchange on which registered
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None
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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.
Explanatory
Note
This
amendment no. 1 is being filed to include exhibit 99.1.
Item 2.02 Results of Operations
and Financial Condition.
On May 16, 2019, nDivision Inc., a Nevada
corporation (the “Company”) (OTC: NDVN) issued a press release announcing its financial results for the first quarter
ended March 31, 2019. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.
The information disclosed under this
Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
Number
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Description
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99.1
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Press Release dated May 16, 2019
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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.
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NDIVISION INC.
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Date: May 20, 2019
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By:
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/s/ Alan Hixon
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Alan Hixon
Chief Executive Officer
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