Current Report Filing (8-k)
April 02 2019 - 3:13PM
Edgar (US Regulatory)
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)
April 1, 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]
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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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Resignation
of a Director and Appointment of a New Director
On April 1,
2019, nDivision Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company
accepted Mr. Wiggins resignation as a member of the Board, effective April 1, 2019 and appointed Mr. Norstrud, the current Chief
Financial Officer of the Company, as a member of the Board to replace Mr. Wiggins, effective April 1, 2019.
Mr. Wiggins
will continue to serve the Company as the Chief Administrative Officer and there were no disagreements between Mr. Wiggings and
the Company on any matter relating to the Company’s operations, policies or practices which resulted in his resignation.
Mr. Norstrud
currently serves the Company as the Chief Financial Officer. There are no arrangements or understandings between Mr. Norstrud and
any other person pursuant to which he was appointed as a director of the Company. There are no transactions to which the Company
is a party and in which Mr. Norstrud has a material interest that are required to be disclosed under Item 404(a) of Regulation
S-K. Mr. Norstrud has no family relationships with any directors or executive officers of the Company.
During
the previous five years, Mr. Norstrud, age 45, has been a Consultant of the Company through his consulting firm, Norco Professional
Services, along with several other companies. Mr. Norstrud was the Chief Financial Officer of GEE Group Inc. until June 15, 2018,
when his resignation became effective, in addition to the interim Chief Executive Officer of Gee Group Inc., during his employment
with GEE Group Inc. Previous to GEE Group Inc., Mr. Norstrud was the Chief Financial Officer of both Jagged Peak, Inc. and
XPO Logistics. Mr. Norstrud began his career with PricewaterhouseCoopers where he focused his career on large public entities
ranging in several industries, active in mergers and acquisitions, equity transactions and growth. Mr. Norstrud holds a Bachelor
of Arts Degree from Western State College, a Master of Accountancy from the University of Florida, and is a Certified Public Accountant
in the State of Florida.
ITEM 9.01 FINANCIAL STATEMENTS
AND EXHIBITS.
Exhibit No.
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Description
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None
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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: April 2, 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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