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EX-32.1 - nDivision Inc.ex32_1.htm
EX-31.1 - nDivision Inc.ex31_1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
(Mark One)
 
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
 
For the quarterly period ended   June 30, 2018 
 
or 
 
   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
 
For the transition period from _______ to _______ 
 
Commission File Number   333-212446      
  
NDIVISION INC.
(Exact name of registrant as specified in its charter)
  
Nevada
 
47-5133966
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
 
 
4925 Greenville Ave., Suite 200, Dallas TX
 
75206
(Address of principal executive offices)
 
(Zip Code)
  
 
(214) 785-6355
 
 
(Registrant's telephone number, including area code)
 
 
 
 
 
825 Western Ave., Suite 19, Glendale CA 91201
 
 
(Former name, former address and former fiscal year, if changed since last report)
 
   
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   YES   NO 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   YES  NO 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 pursuant to Section 13(a) of the Exchange Act.  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    YES  NO
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS  
 
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
 
 YES  NO 
 
APPLICABLE ONLY TO CORPORATE ISSUERS   
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.   
 
39,590,004 common shares issued and outstanding as of August 14, 2018. 
 




 
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
 
     
Item 1.
Interim Condensed and Consolidated Financial Statements
4
     
Item 2.
Management's Discussion and Analysis of Financial Condition or Plan of Operation
22
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
25
     
Item 4.
Controls and Procedures
25
   
PART II - OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
27
     
Item 1A.
Risk Factors
27
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
27
     
Item 3.
Defaults Upon Senior Securities
27
     
Item 4.
Mine Safety Disclosures
27
     
Item 5.
Other Information
27
     
Item 6.
Exhibits
27
     
SIGNATURES   28
 
 

 
- 2 -



FORWARD-LOOKING STATEMENTS
 
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our unaudited consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited consolidated financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
 
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our common stock.
 
As used in this quarterly report, the terms "we", "us", "our" and "our company" mean nDivision Inc., unless otherwise indicated.
 

 

- 3 -




PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
NDIVISION INC.
 
Interim Condensed Consolidated Financial Statements
For the Quarterly Period Ended June 30, 2018
 
 
Page
   
Condensed Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017 (Unaudited)
5
   
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2018 and 2017 (Unaudited)
6
   
Condensed Consolidated Statements of Stockholders' (Deficit) Equity for the Six months ended June 30, 2018 and year ended December 31, 2017 (Unaudited)
7
   
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017 (Unaudited)
8
   
Notes to the Unaudited Condensed Consolidated Financial Statements
9
 
 
- 4 -

 
NDIVISION INC
           
CONDENSED CONSOLDIATED BALANCE SHEETS (Unaudited)
           
             
             
   
June 30,
   
December 31,
 
 
 
2018
   
2017
 
ASSETS
           
Current assets
           
Cash and cash equivalents
 
$
280,172
   
$
127,933
 
Accounts receivable, net
   
335,920
     
476,255
 
Prepaid expenses
   
149,956
     
66,750
 
Total current assets
   
766,048
     
670,938
 
                 
     Equipment and software licenses - at cost, less accumulated
               
Depreciation and amortization
   
699,300
     
887,641
 
Intangible assets, less accumulated amortization
   
961,697
     
-
 
                   Total assets
 
$
2,427,045
   
$
1,558,579
 
                 
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
               
Current liabilities
               
Lines of credit
 
$
-
   
$
92,075
 
Accounts payable
   
112,764
     
565,226
 
Accrued liabilities
   
345,635
     
517,922
 
Loan from officer
   
-
     
137,000
 
Current portion of acquisition note payable
   
29,360
     
45,496
 
Current portion of finance lease obligations
   
587,347
     
504,784
 
Total current liabilities
   
1,075,106
     
1,862,503
 
                 
     Acquisition note payable
   
191,177
     
-
 
     Finance lease obligations
   
136,574
     
342,726
 
Total long-term liabilities
   
327,751
     
342,726
 
                 
Commitments
               
                 
Stockholder's equity (deficit)
               
     Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding
   
-
     
-
 
Common stock, $0.001 par value, 180,000,000 shares authorized, and 39,590,004 and 27,500,000 shares issued and outstanding, respectively
   
39,590
     
27,500
 
Additional paid in capital
   
4,663,729
     
1,566,161
 
Accumulated deficit
   
(3,679,131
)
   
(2,240,311
)
 Total stockholders' equity (deficit)
   
1,024,188
     
(646,650
)
 Total Liabilities and Stockholders' Equity (Deficit)
 
$
2,427,045
   
$
1,558,579
 

 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
 
 

- 5 -


 
 
NDIVISION INC
                       
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                   
               
                         
 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2018
   
2017
   
2018
   
2017
 
Revenue
                       
  Product sales
 
$
-
   
$
327,122
   
$
67,624
   
$
575,983
 
  Service revenue
   
1,074,580
     
1,117,788
     
1,819,561
     
2,264,786
 
Net revenues
   
1,074,580
     
1,444,910
     
1,887,185
     
2,840,769
 
                                 
  Product costs
   
-
     
279,084
     
32,315
     
499,727
 
  Service costs
   
254,974
     
367,126
     
536,748
     
766,577
 
Cost of revenues
   
254,974
     
646,210
     
569,063
     
1,266,304
 
Gross profit
   
819,606
     
798,700
     
1,318,122
     
1,574,465
 
                                 
Operating expenses
                               
Selling, general and administrative expenses
   
1,491,915
     
991,386
     
2,716,725
     
1,994,230
 
                                 
Loss from operations
   
(672,309
)
   
(192,686
)
   
(1,398,603
)
   
(419,765
)
                                 
Other expense
                               
Interest expense
   
(22,102
)
   
(26,286
)
   
(40,217
)
   
(54,317
)
Other expense
   
(22,102
)
   
(26,286
)
   
(40,217
)
   
(54,317
)
                                 
Net loss before income tax
   
(694,411
)
   
(218,972
)
   
(1,438,820
)
   
(474,082
)
                                 
Income tax expense
   
-
     
-
     
-
     
-
 
                                 
Net loss
 
(694,411
)
 
(218,972
)
  $
(1,438,820
)
 
(474,082
)
                                 
Basic and diluted loss per share
 
$
(0.02
)
 
$
(0.01
)
 
$
(0.04
)
 
$
(0.02
)
                                 
Weighted average shares outstanding - basic and diluted
   
39,590,004
     
23,475,971
     
36,650,998
     
23,309,099
 
 

 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
 
 
 

- 6 -

 
NDIVISION INC
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited)
 
                           
Total
 
   
Common Stock
   
Common Stock
   
Additional Paid
   
Accumulated
   
Stockholders'
(Deficit)
 
   
Shares
   
Par
   
In Capital
   
Deficit
   
Equity
 
                               
Balance, December 31, 2016
   
23,139,904
   
$
23,140
   
$
367,665
   
$
(432,450
)
 
$
(41,645
)
                                         
Common stock issued for modification of stock options
   
1,482,296
     
1,482
     
168,627
     
-
     
170,109
 
                                         
Common stock issued for services
   
57,857
     
58
     
17,442
     
-
     
17,500
 
                                         
Stock compensation expense
   
-
     
-
     
15,247
     
-
     
15,247
 
                                         
Common stock issued for cash
   
2,819,943
     
2,820
     
997,180
     
-
     
1,000,000
 
                                         
Net loss
   
-
     
-
     
-
     
(1,807,861
)
   
(1,807,861
)
                                         
Balance, December 31, 2017
   
27,500,000
   
$
27,500
   
$
1,566,161
   
$
(2,240,311
)
 
$
(646,650
)
                                         
Effect of reverse acquisition on February 13, 2018:
                                       
Adjustment for reverse acquisition
   
4,400,000
     
4,400
     
(18,285
)
   
-
     
(13,885
)
                                         
Amortization of stock option and warrant expense
   
-
     
-
     
223,497
     
-
     
223,497
 
                                         
Common stock issued for services
   
13,158
     
13
     
4,987
     
-
     
5,000
 
                                         
Warrant issued for acquisition of contracts
   
-
     
-
     
21,158
     
-
     
21,158
 
                                         
Common stock issued for cash, net
   
7,676,846
     
7,677
     
2,866,211
     
-
     
2,873,888
 
                                         
Net loss
   
-
     
-
     
-
     
(1,438,820
)
   
(1,438,820
)
                                         
Balance, June 30, 2018
   
39,590,004
   
$
39,590
   
$
4,663,729
   
$
(3,679,131
)
 
$
1,024,188
 
 
 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
 
 
 

- 7 -

 
NDIVISION INC
           
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
       
             
   
Six Months Ended
June 30,
 
   
2018
   
2017
 
Cash flows from operating activities
           
Net loss
 
$
(1,438,820
)
 
$
(474,082
)
Adjustments to reconcile net income to net cash used in
               
operating activities
               
Depreciation and amortization
   
265,314
     
215,128
 
Stock based compensation
   
223,497
     
23,313
 
Stock issued for services
   
5,000
     
-
 
Changes in assets and liabilities
               
Accounts receivable
   
140,335
     
47,772
 
Prepaid expenses
   
(83,206
)
   
(137,298
)
Other current assets and liabilities, net
   
-
     
(23,286
)
Accounts payable and accrued liabilities
   
(624,749
)
   
(257,455
)
Net cash used in operating activities
   
(1,512,629
)
   
(605,908
)
                 
Cash flows from investing activities
               
Acquisition of contracts
   
(813,855
)
   
-
 
Acquisition of equipment and software licenses
   
(26,365
)
   
(439,584
)
Net cash used in investing activities
   
(840,220
)
   
(439,584
)
                 
Cash flows from financing activities
               
Lines of credit, net
   
(92,075
)
   
32,926
 
Proceeds from issuance of common stock, net
   
2,873,888
     
1,216,822
 
Loans from officers
   
-
     
10,000
 
Repayments of loans from officers
   
(137,000
)
   
-
 
Repayments/addition of long-term debt
   
(16,136
)
   
32,219
 
Repayment/addition of finance lease obligations
   
(123,589
)
   
272,027
 
Net cash provided by financing activities
   
2,505,088
     
1,563,994
 
                 
Net increase in cash
   
152,239
     
518,502
 
Cash, beginning of period
   
127,933
     
127,933
 
Cash, end of period
 
$
280,172
   
$
646,435
 
                 
Supplemental cash flow disclosures
               
   Interest paid
 
$
31,860
   
$
40,556
 
   Income taxes paid
 
$
-
   
$
-
 
Non-cash financing activities
               
   Consideration for the purchase of contracts (warrants and acquisition note)
 
$
212,335
   
$
-
 
 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
 



- 8 -


nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)


 
1. DESCRIPTION OF BUSINESS

nDivision Inc ("nDivision" or the "Company") was incorporated under the laws of the state of Texas. nDivision's registered office is located at 4925 Greenville Avenue, Dallas, Texas 75206. The Company provides managed IT services and project-based professional services in the information technology industry, selling its services directly to customers and through global service providers (GSP).  The Company operates in most states of the United States of America.

On February 13, 2018, Go2Green Landscaping, Inc., a Nevada corporation (the "Registrant") executed an Agreement and Plan of Merger (the "Merger Agreement") with nDivision Inc, and NDI Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Registrant ("Acquisition") whereby Acquisition was merged with and into nDivision (the "Merger") in consideration for Twenty Seven Million Five Hundred Thousand (27,500,000) newly-issued shares of Common Stock of the Company (the "Merger Shares"). 

As a result of the Merger, nDivision became a wholly-owned subsidiary of the Registrant, and following the consummation of the Merger and giving effect to the issuance of the Merger Shares and the retirement of 10,000,000 shares of the then 14,400,000 shares issued and outstanding of the Registrant by its principal stockholders, the stockholders of nDivision beneficially owns approximately seventy percent (70%) of the issued and outstanding Common Stock of the Registrant.

For accounting purposes, nDivision was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of the Company. Accordingly, nDivision's assets, liabilities and results of operations are the historical consolidated financial statements of the Company and the Company's assets, liabilities and results of operations are consolidated with nDivision effective as of the date of the Merger. No step-up in basis or intangible assets or goodwill was recorded in this transaction.

On February 26, 2018, the Company executed an Asset Purchase Agreement (the "Agreement") with Gamwell Technologies Inc., a Texas corporation ("Gamwell").  Gamwell is engaged in the business of providing managed services, VIOP telephone, security consulting and professional services to its customers.

As a result of the Agreement, nDivision acquired various managed services contracts (the "Purchased Contracts") from Gamwell. As consideration for the Purchased Contracts, nDivision paid $800,000 (the "Cash Consideration") to Gamwell.  In addition, Gamwell received a promissory note (the "Promissory Note") in an amount that equals fourteen (14) multiplied by the closing monthly recurring revenue from managed services.  The note is currently estimated at approximately $191,177 based on the closing monthly recurring revenue.  Gamwell also received a warrant (the "Warrant") to purchase common stock of the Company equal to one fourth percent (0.25%) of the outstanding stock of the company as of the agreement date.  The warrant was valued at approximately $21,158.  The consideration for the contracts purchased was $1,012,335.  The cash Consideration, Promissory Note and Warrant shall be defined as the "Purchase Price" and can be adjusted after one year, based on the newly calculated monthly recurring revenue.

Since February 13, 2018, the Company has sold approximately 7,677,000 shares of the Registrant's common shares at a price of approximately $0.375 per share for approximately $2,900,000.  There were no material fees paid in association with these shares being sold.

On April 9, 2018, the parent company Go2Green Landscaping, Inc. changed its name to nDivision Inc. and changed the ticker symbol to NDVN.

- 9 -


nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)



2. SUMMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six-month period ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Form 8-KA filed on April 30, 2018.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts and transactions of the Company and its wholly-owned subsidiary, Vi3 Technologies, Inc. All significant inter-company accounts and transactions are eliminated in consolidation.

Liquidity

The Company has experienced significant losses and negative cash flows from operations in the past. Management has secured new managed services contracts, implemented a strategy which included cost reduction efforts, as well as identifying strategic acquisitions to improve the overall profitability and cash flows of the Company.

During the six months ended June 30, 2018, the Company sold approximately 7,677,000 shares of common stock at a price of approximately $0.375 per share for approximately $2,900,000.

The Company has entered into a factoring agreement to provide short term working capital.  The Company receives 90% of the factored receivables for a fee of 1.9% of the factored invoice.  As of August 13, 2018 the Company has factored approximately $186,712 of its invoices.  At June 30, 2018 there were no factored invoices.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months from the date of the issuance of these unaudited condensed consolidated financial statements with existing cash on hand and/or the private placement of common stock.  There is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company, as existing cash on hand will be insufficient to finance operations over the next twelve months.

Use of Estimates

Management uses estimates and assumptions in preparing these condensed consolidated financial statements.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could differ from those estimates.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 also provides guidance on the recognition of costs related to obtaining customer contracts.
 

- 10 -




nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)


Topic 606 is effective as of January 1, 2018 using either of two methods: (1) retrospective application of Topic 606 to each prior reporting period presented with the option to elect certain practical expedients as defined within Topic 606 or (2) retrospective application of Topic 606 with the cumulative effect of initially applying Topic 606 recognized at the date of initial application and providing certain additional disclosures as defined per Topic 606. We adopted Topic 606 pursuant to the method (2) and we determined that any cumulative effect for the initial application did not require an adjustment to accumulated deficit at January 1, 2018.

Project based, services revenue is recognized when the professional consulting, maintenance or other ancillary services are provided to the customer.

The Company provides recurring services.  There are two components to the recurring services; set-up revenues are recognized upon completion of the set-up procedures and the monthly recurring revenue is recognized as services are rendered.

The Company is a value added reseller and engages in "drop-shipping" whereby products are transferred directly from the Company's supplier to the customer. Product sales are recognized as revenue upon shipment of the products by the vendor.  Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales.

The Company provides customers with payment terms of thirty days.

Cash and Cash Equivalents

For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

The Company's cash balances are primarily maintained at two separate banks.  Balances are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

Accounts Receivable

Accounts receivable are stated at the amounts management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is considered to be doubtful due to credit issues. These allowances together reflect the Company's estimate of potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers.   Management has determined that there was no allowance required for the period ended June 30, 2018 and 2017.  The Company does not accrue interest on past due receivables.

Concentration of Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, are cash and accounts receivable.  See Note 14 for significant customer concentration disclosure.

Cash is maintained with two separate major financial institutions in the United States and may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand, and, therefore, bear minimal risk.

Equipment and Software Licenses

Equipment and software licenses are stated at cost. Depreciation is calculated using the straight-line method over an estimated useful life of one to ten years. Leasehold improvements are amortized over the shorter of the useful life of the related asset or the period of the lease.
 

 

- 11 -




nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)


Long-Lived Assets

The Company reviews the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying values may no longer be appropriate.  Recoverability of carrying values is assessed by estimating future net cash flows from the assets.  Based on management's evaluations, no impairment charge was deemed necessary at June 30, 2018 and 2017.  Impairment assessment inherently involves judgment as to assumptions about expected future cash flows and the impact of market conditions on those assumptions.  Future events and changing market conditions may impact management's assumptions as to sales prices, rental rates, costs, holding periods or other factors that may result in changes in the Company's estimates of future cash flows.  Although management believes the assumptions used in testing for impairment are reasonable, changes in any one of the assumptions could produce a significantly different result.

Fair Value Measurement

The Company follows the provisions of the accounting standard which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under these provisions, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.

The standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

The fair value of the Company's current assets and current liabilities approximate their carrying values due to their short-term nature. The carrying value of the Company's long-term liabilities represents their fair value based on level 3 inputs.  See Note 8 and 9 for acquisition note payable and financial lease obligations.

Earnings and Loss per Share

Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. There were approximately 8,425,743 and 2,138,286 of common stock equivalents excluded for the three and six months ended June 30, 2018 and 2017, respectively because their effect is anti-dilutive.

Marketing Costs

Marketing costs, which are expensed as incurred, totaled approximately $4,079 and $10,654, and $1,322 and $6,322 for the three and six months ended June 30, 2018 and 2017, respectively.
 

 

- 12 -



nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)

 
Stock-Based Compensation

The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton ("Black-Scholes") pricing model. For all employee stock options, we recognize expense over the requisite service period on an accelerated basis over the employee's requisite service period (generally the vesting period of the equity grant). The Company's option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense.

Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are valued using the Black-Scholes option pricing model.

See Note 10 for the assumptions used to calculate the fair value of stock-based employee and non-employee compensation.

Leases

Leases of assets where the Company has assumed substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are recognized at the lower of the fair value of the leased assets and the present value of the minimum lease payments. The interest element of the finance leases are accounted for as finance costs and expensed over the lease term using the effective interest rate method.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company has determined the deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize our deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it  recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. As of June 30, 2018, no accrued interest or penalties are included on the related tax liability line in the balance sheet. 
 

- 13 -



nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)



3. RECENT ACCOUNTING PRONOUNCEMENTS

On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU replaced most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. This ASU permits the use of either the retrospective or cumulative effect transition method. The Company has used the retrospective method in the presentation of these condensed consolidated financial statements, however there was no adjustment necessary.
In November 2015, the FASB issued authoritative guidance which changes how deferred taxes are classified on a company's balance sheet. The new guidance eliminates the current requirement for companies to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as noncurrent. The new guidance is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively (i.e., by reclassifying the comparative balance sheet). If applied prospectively, entities are required to include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to include quantitative information about the effects of the change on prior periods, except for balance sheet classification requirements related to deferred tax assets and liabilities. The adoption of this guidance had no material effect on the Company as of June  30, 2018.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance had no material effect on the Company as of June 30, 2018.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)", as modified by ASUs 2018-01, 2018-10 and 2018-11 (collectively ASU 2016-02).  Under ASU 2016-02, an entity will be required to be recognize assets and liabilities for the rights and obligations created by leases on the entity's balance sheet for both finance and operating leases.  For leases with a term of 12 months or less, an entity can elect to not recognize lease assets and lease liabilities and expense the lease over a straight-line basis for the term of the lease.  ASU 2016-02 will require new disclosures that depict the amount, timing and uncertainty of cash flows pertaining to an entity's leases.  Companies may adopt the new standard using a modified retrospective approach or a cumulative effect upon adoption approach for the annual and interim periods beginning after December 15, 2018.  Early adoption of ASU 2016-02 is permitted.  When adopted, ASU 2016-02 will not have a material impact on the Company's balance sheet, results of operations, equity or cash flows.
In August 2016, the FASB issued authoritative guidance designed to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows, including: i) contingent consideration payments made after a business combination; ii) proceeds from the settlement of insurance claims; and iii) proceeds from the settlement of corporate-owned life insurance policies. The new guidance is effective for the Company for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in any interim or annual period. The Company believes the adoption of this guidance will not have a material impact on its consolidated financial statements.

 
- 14 -



nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)



In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for the Company in the first quarter of 2019. Early adoption is permitted.  In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The standard will be effective in the first quarter of fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company is currently evaluating the effect the adoption of this ASU will have on its financial statements.
In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount. The new rules will be effective for the Company in the first quarter of 2021. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions.  The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards.  The standard will be effective in the first quarter of fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606).  The Company is currently evaluating the effect of the adoption of this ASU will have on its financial statements.
No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company's present or future financial statements.


4. EQUIPMENT AND SOFTWARE LICENSES
 
Equipment and software licenses consist of the following:

     June 30,      December 31,  
   
2018
   
2017
 
Equipment and software
 
$
1,146,100
   
$
1,119,765
 
Software licenses
   
955,408
     
955,408
 
     
2,101,508
     
2,075,173
 
Less - Accumulated depreciation and amortization
   
(1,402,208
)
   
(1,187,532
)
   
$
699,300
   
$
887,641
 

Depreciation and Amortization expense for the three and six months ended June 30, 2018 and 2017 was approximately $105,857 and $214,676, and $107,248 and $215,128, respectively.

 
 

- 15 -


 
nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)


5. INTANGIBLE ASSETS
Intangible Assets
 
As of June 30, 2018
 
(In Thousands)
 
Useful Life
 
Cost
 
Accumulated
Amortization
 
Net
Book Value
 
 
                 
Customer Relationships / Service Contracts
   
5
   
$
1,012,335
   
$
50,638
   
$
961,697
 
 
There was no amortization expense attributable to the amortization of identifiable intangible assets for the three month and six month period ended June 30, 2017 as the assets were not transferred until after March 31, 2018. There was approximately $50,638 and $50,638 for the three month and six month period ended June 30, 2018, respectively. Customer relationships and service contracts are amortized based on the future undiscounted cash flows or straight – line basis over estimated remaining useful lives of five years.

Over the next five years and thereafter, annual amortization expense for these finite life intangible assets will total approximately $961,697, as follows: fiscal 2018 - $101,275, fiscal 2019 - $202,551, fiscal 2020 - $202,551, fiscal 2021- $202,551, fiscal 2022- $202,551 and thereafter - $50,218.
 
Long-lived assets, including purchased intangibles subject to amortization, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company regularly evaluates whether events and circumstances have occurred that indicate possible impairment and relies on a number of factors, including operating results, business plans, economic projections, and anticipated future cash flows. The Company uses an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether the assets are recoverable.

 
6. ACCRUED LIABILITIES
     June 30,      December 31,  
   
2018
   
2017
 
Accrued compensation
 
$
56,415
   
$
314,722
 
Accrued sales tax
   
143,375
     
157,218
 
Accrued franchise tax
   
10,709
     
43,372
 
Accrued professional fees and other payables
   
135,136
     
2,610
 
Total accrued liabilities
 
$
345,635
   
$
517,922
 

 

 
- 16 -


 
nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)

 
7. LINE OF CREDIT

     June 30,      December 31,  
   
2018
   
2017
 
The Company obtained a line of credit on April 4, 2014 with an original maturity date of April 4, 2015, an interest rate of 6% and maximum borrowings of $500,000. The line of credit was renewed in 2015 under the same terms, with a maturity date of April 4, 2016, and renewed again in 2016 with a maturity date of April 4, 2018. This line of credit is secured by the accounts receivable of the Company.  This obligation was subsequently repaid in 2018, and the line of credit was terminated.
 
$
-
   
$
92,075
 
                 
   
$
-
   
$
92,075
 

 

8. LONG-TERM DEBT

    June 30,     December 31,  
   
2018
   
2017
 
The Company obtained an $85,670 promissory note with a maturity date of June 30, 2019, an interest rate of 6%, which is repayable in monthly installments of principal and interest of $2,270. The note is unsecured.
 
$
26,331
   
$
38,932
 
                 
The Company obtained a $20,175 promissory note with a maturity date of November 17, 2018, an interest rate of 6%, which is repayable in monthly installments of principal and interest of $615. This note was guaranteed by the shareholders of the Company.
   
3,029
     
6,564
 
                 
Current portion of debt
 
 
29,360
   
 
45,496
 
                 
Long term debt
   -      -  


9. FINANCE LEASE OBLIGATIONS

The Company finances certain property and equipment using finance leases. These leases range from one to five years. The finance lease obligations represent the present value of the minimum lease payments, net of imputed interest. The finance lease obligations are secured by the underlying leased assets. Leases are payable in monthly installments ranging from $90 to $15,350 including interest, ranging from 3.6% to 17.8% per annum.



- 17 -





nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)


 
Future minimum lease payments, including principal and interest, under the finance leases for subsequent years are as follows:
 
Year ended
     
Remaining in 2018
 
$
307,931
 
2019
   
410,800
 
2020
   
46,584
 
2021
   
2,021
 
Total
   
767,336
 
Less: interest
   
(43,415
)
Present value of net minimum lease payments
   
723,921
 
Short term
   
(587,347
)
Long term total
 
$
136,574
 
 

Lease payments for the three and six months ended June 30, 2018 and 2017 aggregated approximately $128,093 and $260,816, and $63,446 and $198,327, respectively.

The finance lease obligations are secured by underlying leased assets with a net book value of approximately $631,704 and $848,250 as of June 30, 2018 and December 31, 2017, respectively.
 

10. STOCK BASED COMPENSATION
The Board of Directors approved the Company's 2018 Equity Incentive Plan (the "2018 Plan").  The purpose of the 2018 Plan is to provide additional incentives to select persons who can make, are making, and continue to make substantial contributions to the growth and success of the Company, to attract and retain the employment and services of such persons, and to encourage and reward such contributions, by providing these individuals with an opportunity to acquire or increase stock ownership in the Company through either the grant of options or restricted stock. The 2018 Plan is administered by the Compensation Committee or such other committee as is appointed by the Board of Directors pursuant to the 2018 Plan (the "Committee"). The Committee has full authority to administer and interpret the provisions of the 2018 Plan including, but not limited to, the authority to make all determinations with regard to the terms and conditions of an award made under the 2018 Plan. The maximum number of shares that may be granted under the 2018 Plan is 8,000,000. This number is subject to adjustment to reflect changes in the capital structure or organization of the Company.
The following table reflects the stock options for the six months ended June 30, 2018:
 
 


- 18 -


 

nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)



A summary of stock option activity is as follows:

Number of options outstanding:
     
Beginning of year
 
 
752,062
 
Granted
   
6,225,743
 
Exercised, converted
   
-
 
Forfeited / exchanged / modification 
     752,062  
 
       
June 30, 2018
   
6,225,743
 
 
       
Number of options exercisable at end of period
   
-
 
Number of options available for grant at end of period
   
1,774,257
 
 
       
Weighted average option prices per share:
       
Granted during the period
 
$
0.38
 
Exercised during the period
   
-
 
Forfeited/exchanged/modified during the period
   
0.13
 
Outstanding at end of the period
 
$
0.38
 
Exercisable at end of year
   
-
 

The average fair value of stock options granted was estimated to be $0.19 per share during the period ended June 30, 2018. This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions:

 
 
June 30, 2018
 
 
 
 
 
 
 
Expected option life (years)
 
 
6.5
 
 
Expected stock price volatility
 
 
51%
 
 
Expected dividend yield
 
 
—%
 
 
Risk-free interest rate
 
 
2.00%
 
 
 
Stock-based compensation expense attributable to stock options was $161,717 for the period ended June 30, 2018. As of June 30, 2018, there was approximately $1,060,128 of unrecognized compensation expense related to unvested stock options outstanding, and the weighted average vesting period for those options was 3 years.
The Company issued approximately 2,200,000 warrants related to three consulting agreements during the period.  The fair value of the warrants granted was approximately $61,780 for the period ended June 30, 2018.  The compensation was recognized as stock compensation expense in the current period as the warrants are immediately exercisable, regardless of the service period of the consulting agreements.  This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions:
 


- 19 -





nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 
 
June 30, 2018
 
 
 
 
 
 
 
Expected option life (years)
 
 
1 to 1.5
 
 
Expected stock price volatility
 
 
51%
 
 
Expected dividend yield
 
 
—%
 
 
Risk-free interest rate
 
 
2.00%
 
 
 
These warrants are fully vested at the time of issuance and there is no unamortized expense related to these warrants.  There are no other warrants outstanding at June 30, 2018.
 
11. COMMON STOCK
nDivision recorded the issuance of 4,400,000 common shares and the assumed liabilities of approximately $13,885 in connection with the reverse acquisition.

nDivision issued 13,158 common shares for services provided to the Company during the period ended June 30, 2018.  The services provided were valued at approximately $5,000.

nDivision issued 7,676,846 shares of common stock and received approximately $2,875,000 with no material fees.
 

12. RELATED PARTY TRANSACTIONS

To ensure the Company had adequate near-term liquidity, the officers of the Company loaned the Company short-term loans at an interest rate of .05%.   At June 30, 2018 and December 31, 2017 there was approximately $0 and $137,000, respectively, owed to officers of the Company, other than reimbursable expenses.
The above related party transactions are not necessarily indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent parties.


13. COMMITMENTS
The Company leases office and Data Center space.  Future minimum lease payments are as follows:

 
June 30,
     
Remainder of 2018
 
$
20,466
 
2019
   
30,998
 
   
$
51,464
 

Lease payments for the three and six months ended June 30, 2018 and 2017 aggregated $17,366 and $33,285, and $11,593 and $31,932, respectively.
 
Contract Purchase Price Adjustment

On the one-year anniversary of the Closing Date for the Gamwell contract purchase, nDivision will calculate (using the same methods and procedures used to calculate the aggregate monthly recurring revenue from the Purchased Contracts calculated on the Closing Date (the "Closing MRR") the monthly recurring revenue for the Purchased Contracts that are still active or that have renewed their contract term (the "Anniversary MRR"), plus any monthly recurring revenue from new managed service contracts that are being invoiced at the one year anniversary of the Closing Date (the "New MRR") (Anniversary MRR plus New MRR is referred to herein as the "Total MRR"). The Cash Consideration, the amount due under the Promissory Note and the number of shares issuable pursuant to the Warrants shall be adjusted as follows: (x) the Cash Consideration shall be decreased on the Closing Date, by the amount of Customer Prepayments, as defined in the agreement, if any; (y) the principal balance of the Promissory Note shall be decreased by an amount equal to the product of the MRR Percentage Decrease, as defined in the Agreement, multiplied by the Multiple Price, as defined in the Agreement, and (z) the Warrant Percentage shall be decreased by the MRR Percentage Decrease, if any. For clarity, the Purchase Price shall not be adjusted upward for any increase in monthly recurring revenue after Closing.
 

 

- 20 -





nDivision Inc
Notes to the Condensed Consolidated Financial Statements (Unaudited)



14.  SIGNIFICANT CUSTOMERS

The Company had significant customers in each of the quarters presented. A significant customer is defined as one that makes up ten-percent or more of total revenues in a particular quarter or ten-percent of outstanding accounts receivable balance as of the year end.
Net revenues for the three and six months ended June 30, 2018 and 2017 include revenues from significant customers as follows:

 
Three Month Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Customer A
34%
 
29%
 
39%
 
30%
Customer B
10%
 
18%
 
11%
 
18%


Accounts receivable balances as of June 30, 2018 and December 31, 2017 from significant customers are as follows:
 
     June 30,    December 31,
   
2018
 
2017
Customer A
 
67%
 
            47%
Customer B
 
6%
 
8%
Customer C
 
12%
 
0%
Customer D
 
2%
 
25%
 

 
- 21 -




Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation
  
General Overview
 
nDivision Inc ("nDivision" or the "Company") was incorporated under the laws of the state of Texas. nDivision's registered office is located at 4925 Greenville Avenue, Dallas, Texas 75206. The Company provides managed IT services and project-based professional services in the information technology industry, selling its services directly to customers and through global service providers (GSP).  The Company operates in most states of the United States of America.

On February 13, 2018, Go2Green Landscaping, Inc., a Nevada corporation (the "Registrant") executed an Agreement and Plan of Merger (the "Merger Agreement") with nDivision Inc, and NDI Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Registrant ("Acquisition") whereby Acquisition was merged with and into nDivision (the "Merger") in consideration for Twenty Seven Million Five Hundred Thousand (27,500,000) newly-issued shares of Common Stock of the Company (the "Merger Shares"). 
As a result of the Merger, nDivision became a wholly-owned subsidiary of the Registrant, and following the consummation of the Merger and giving effect to the issuance of the Merger Shares and the retirement of 10,000,000 shares of the then 14,400,000 shares issued and outstanding of the Registrant by its principal stockholders, the stockholders of nDivision beneficially owns approximately Seventy percent (70%) of the issued and outstanding Common Stock of the Registrant.
For accounting purposes, nDivision was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of the Company. Accordingly, nDivision's assets, liabilities and results of operations are the historical consolidated financial statements of the Company and the Company's assets, liabilities and results of operations are consolidated with nDivision effective as of the date of the Merger. No step-up in basis or intangible assets or goodwill was recorded in this transaction.

On February 26, 2018, the Company executed an Asset Purchase Agreement (the "Agreement") with Gamwell Technologies Inc., a Texas corporation ("Gamwell").  Gamwell is engaged in the business of providing managed services, VIOP telephone, security consulting and professional services to its customers.

As a result of the Agreement, nDivision acquired various managed services contracts (the "Purchased Contracts") from Gamwell. As consideration for the Purchased Contracts, nDivision paid $800,000 (the "Cash Consideration") to Gamwell.  In addition, Gamwell received a promissory note (the "Promissory Note") in an amount that equals fourteen (14) multiplied by the closing monthly recurring revenue from managed services.  The note is currently estimated at approximately $191,177 based on the closing monthly recurring revenue.  Gamwell also received warrants (the "Warrants") to purchase common stock of the Company equal to one fourth percent (0.25%) of the outstanding stock of the company as of the agreement date.  The warrant was valued at approximately $21,158.  The consideration for the contracts purchased was approximately $1,012,335.  The Cash Consideration, Promissory Note and Warrants shall be defined as the "Purchase Price" and can be adjusted after one year, based on the newly calculated monthly recurring revenue.
Since February 13, 2018, the Company has sold approximately 7,677,000 shares of the Registrant's common shares at a price of approximately $0.375 per share for approximately $2,900,000.  There were no material fees paid in association with these shares being sold.
On April 9, 2018, the parent company Go2Green Landscaping, Inc. changed its name to nDivision Inc. and changed the ticker symbol to NDVN.
Results of Operations
 
The following summary of the Company's operations should be read in conjunction with its unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2018 and 2017.
 
 

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Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
 
 
 
June 30,
       
 
 
2018
   
2017
   
Change
 
Revenue
 
$
1,074,580
   
$
1,444,910
   
$
(370,330
)
Cost of revenue
   
254,974
     
646,210
     
(391,236
)
Operating expenses
   
1,491,915
     
991,386
     
500,529
 
Net loss
 
$
(694,411
)
 
$
(218,972
)
 
$
(475,439
)
 
Revenues declined by approximately $370,330 or 26% compared with the same period last year. Approximately $327,122 of the decline was related to managements' decision to focus on recurring services and eliminate product sales during the quarter, the remaining decline was related to lower professional services and some reduction in recurring customers, which was partially off-set with the purchased contracts.  Management has hired a direct sales team to supplement sales through GSPs and expects this to generate additonal recurring revenue during 2019..

Cost of revenue declined by approximately $391,236 or 61% compared with the same period last year.  Approximately $279,084 of the decline was related to managements' decision to focus on recurring services and eliminate product sales.  The remaining decrease was related to the negotiated reduction or elimination of certain contracted services used to generate these revenues and overall lower staff needed to support professional services.    The gross margin of product sales is significantly lower than recurring revenue, which has increased the overall gross profit of the quarter.

Operating expenses increased by approximately $500,529 or 50% compared with the same period last year.  The Company has begun the investment in a new sales and marketing initiative, in addition had significantly more stock options and warrants expense than in the same period in the prior year and amortization of customer contracts purchased.  Management will control these expenses, however expects operating expense to continue to increase over the next year as the Company builds it sales efforts to increase the business.
 
The Company incurred a net loss of $694,411 and $218,972 for the three months ended June 30, 2018 and June 30, 2017, respectively.  The increase in the net loss is primarily related to the increase in operating expenses.

Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
 
 
 
June 30,
       
 
 
2018
   
2017
   
Change
 
Revenue
 
$
1,887,185
   
$
2,840,769
   
$
(953,584
)
Cost of revenue
   
569,063
     
1,266,304
     
(697,241
)
Operating expenses
   
2,716,725
     
1,994,230
     
722,495
 
Net loss
 
$
(1,438,820
)
 
$
(474,082
)
 
$
(964,738
)
 
Revenues declined by approximately $953,584 or 34% compared with the same period last year. $508,359 of the decline was related to managements' decision to focus on recurring services and eliminate product sales. There was a decline in recurring revenue of approximately $500,000 with over 50% of the decline attributable to two customers.     Management has implemented a new sales team to grow the business and expects to see customer growth over the next year.

Cost of revenue declined by approximately $697,241 or 55% compared with the same period last year.  Approximately $467,412 of the decline was related to managements' decision to focus on recurring services and eliminate product sales.  The remaining decrease was related to the negotiated reduction or elimination of certain contracted services used to generate these revenues and overall lower staff needed to support professional services.    The gross margin of product sales is significantly lower than recurring revenue, which has increased the overall gross profit of the quarter.
 
 

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Operating expenses increased by approximately $722,495 or 36% compared with the same period last year.  The Company has begun the investment in a new sales and marketing initiative, in addition had significantly more stock options and warrants expense than in the same period in the prior year and amortization of customer contracts purchased.  Management will control these expenses, however expects operating expense to continue to increase over the next year as the Company builds it sales efforts to increase the business.
 
The Company incurred a net loss of $1,438,820 and $474,082 for the six months ended June 30, 2018 and June 30, 2017, respectively.  The increase in the net loss is related to the decline in product and service revenue and gross profit and increase in operating expenses, primarily related to new sales efforts in addition, the Company had significantly more stock options and warrants expense than in the same period in the prior year and amortization of customer contracts purchased.

Liquidity and Capital Resources
 
Working Capital
 
 
 
As at
June 30, 2018
   
As at
December 31, 2017
 
Current assets
 
$
766,048
   
$
670,938
 
Current liabilities
 
$
1,075,106
   
$
1,862,503
 
Working capital
 
$
(309,058
)
 
$
(1,191,565
)
 
Cash Flows
 
 
 
Six Months Ended June 30,
 
 
 
2018
   
2017
 
Cash flows used in operating activities
 
$
(1,512,629
)
 
$
(605,908
)
Cash flows used in investing activities
   
(840,220
)
   
(439,584
)
Cash flows provided by financing activities
   
2,505,088
     
1,563,994
 
Net increase in cash during period
 
$
152,239
   
$
518,502
 
 
At June 30, 2018, the Company had cash of $280,172. The increase in cash of $152,239 from the December 31, 2017 cash balance of $127,933 was related to the cash provided by the issuance of common stock, which was offset by the acquisition of recurring service contracts and an increase in operating expenses. Cash outflow in operating activities was approximately $1,512,629 for the six months ended June 30, 2018 and primarily related to the losses of the Company.
 
Net cash used in investing activities for the six months ended June 30, 2018 was $840,220 with $439,584 being used for the period ended June 30, 2017.  The use of cash was primarily used in the acquisition of recurring service contracts.
 
Net cash flows provided by financing activities for the six months ended June 30, 2018 was $2,505,088 compared to $1,563,994 in the six months ended June 30, 2017.  The Company issued 7,676,846 shares of common stock and received $2,875,000 with no material fees.  This was partially offset by the reduction of debt.
 
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months from the date of the issuance of these unaudited condensed consolidated financial statements with existing cash on hand and the private placement of common stock.  There is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company, as existing cash on hand will be insufficient to finance operations over the next twelve months.


- 24 -



Limited Operating History; Need for Additional Capital
 
The level of revenues being generated by the Company is not presently sufficient to meet its working capital requirements and it cannot guarantee it will be successful in its business operations.  The shortfall of working capital has been financed through the completion of equity transactions and advances from shareholders. There is no assurance that future equity capital and debt financing will be available to the Company in the amounts or at the times desired by the Company or on terms that are acceptable to it, if at all.  Although the Company has been successful in raising funds to date, there can be no assurance that adequate funding will be available in the future, or under terms favorable to the Company.
Off-Balance Sheet Arrangements
 
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
As a "smaller reporting company", the Company is not required to provide the information required by this Item.
 
 
Item 4. Controls and Procedures
 
We maintain "disclosure controls and procedures", as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.  Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company's disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective.
Management Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting.  In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.  Our management, with the participation of our principal executive officer and principal financial officer have conducted an assessment, including testing, using the criteria in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013).  Our system of internal control over financial reporting is designed 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.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.  Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of June 30, 2018.  The ineffectiveness of the Company's internal control over financial reporting was due to the following material weaknesses, which are indicative of many small companies with small staff:
 
 
 
- 25 -


 
 
(i)       inadequate segregation of duties consistent with control objectives; and
(ii)      lack of multiple levels of supervision and review.
We believe that the weaknesses identified above have not had any material effect on our financial results. We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the current fiscal year, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.
Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management's Remediation Plan
The weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible.
However, we plan to take steps to enhance and improve the design of our internal control over financial reporting.  During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above.  To remediate such weaknesses, we plan to implement the following changes in the current fiscal year as resources allow:
(i)        appoint additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies; and
We will attempt to implement the remediation efforts set out herein by the end of the 2019 fiscal year.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Management believes that despite our material weaknesses set forth above, our financial statements for the three and six-month periods ended June 30, 2018 are fairly stated, in all material respects, in accordance with U.S. GAAP. 

 
- 26 -

 
 
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
 
From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. The Company is not involved in any pending legal proceeding or litigation and, to the best of its knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of its properties is subject, which would reasonably be likely to have a material adverse effect on the Company.
 
 
Item 1A. Risk Factors
 
As a "smaller reporting company", the Company is not required to provide the information required by this Item.
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
 
Item 3. Defaults Upon Senior Securities
 
None.
 
 
Item 4. Mine Safety Disclosures
 
Not Applicable.
 
 
Item 5. Other Information
 
None.
 
 
Item 6. Exhibits
 
Exhibit Number
 
Description
(3)
 
Articles of Incorporation and Bylaws
 
 
 
(31)
 
Rule 13a-14 (d)/15d-14d) Certifications
 
(32)
 
Section 1350 Certifications
 
101**
 
Interactive Data File
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
______ 
 
* Filed herewith. ** Furnished herewith.
 
 
- 27 -





SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
NDIVISION, INC.
 
 
 
(Registrant)
 
       
       
Dated: August 14, 2018
 
/s/ Alan Hixon
 
 
 
Alan Hixon
 
 
 
President, Chief Executive Officer, Chief Financial Officer and Director
 
 
 
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
 
     
 
 

 
 
 
 
 
 
 
 
- 28 -