Current Report Filing (8-k)
16 January 2019 - 10:04PM
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)
January 10, 2019
NDIVISION INC.
(Exact name of registrant as specified
in its charter)
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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 code:
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214-785-6355
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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 ARRANGEMENT OF CERTAIN OFFICERS.
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On January
10, 2019, the board of directors (the "Board") of the Company appointed Andrew Norstrud to serve as the Company's Chief
Financial Officer and removed the title and responsibilities of Alan Hixon as Chief Financial Officer. There were no disagreements
between the Company and Mr. Hixon. Mr. Hixon will continue to serve as Chief Executive Officer of the Company. As compensation
for services rendered as Chief Financial Officer, Mr. Norstrud shall receive a cash fee of $7,500 per month, as well as 300,000
non-qualified stock options under the Company's 2018 Equity Incentive Plan that shall vest monthly over 36 months but shall fully
vest upon a change of control transaction. The stock options were originally issued on March 9, 2018.
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.
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Exhibit No.
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Description
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10.1
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Contract Chief Financial Officer Agreement dated January 10, 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: January 15, 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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