Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Amendment No. 4)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NDIVISION INC.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
63948R103
(CUSIP Number)
Kevin Fickle
1415 Oakland Blvd, Suite 219
Walnut Creek, CA 94596
(925) 705-7985
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 2020
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
(1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 63948R103 | Schedule 13-D/A | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐ |
|||
| 3 | SEC
USE ONLY |
|||
| 4 | SOURCE
OF FUNDS * WC |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER | ||
| 8 | SHARED
VOTING POWER 4,484,181(2) | |||
| 9 | SOLE
DISPOSITIVE POWER | |||
| 10 | SHARED
DISPOSITIVE POWER 4,484,181(2) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,484,181(2) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ | |||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(2) |
|||
| 14 | TYPE
OF REPORTING PERSON * |
| (1) | Kevin Fickle and Capital Group Consultants, LLC are the managers of Nuwa Group, LLC. Devin Bosch is the owner of Capital Group Consultants, LLC. |
| (2) | Includes (i) 3,234,181 shares of common stock, (ii) a convertible promissory note in a principal amount of $200,000, with a conversion price equal to the lesser of (a) $0.40 per share, or (b) a 25% discount to the price per share offered in a Qualified Public Offering, and (iii) 750,000 warrants with a strike price of $0.625 per share. The convertible promissory note and the warrant do not allow for a conversion or exercise that would result in the beneficial ownership of greater than 9.99% of the outstanding shares of the Issuer. |
| CUSIP No. 63948R103 | Schedule 13-D/A | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|||
| 3 | SEC
USE ONLY |
|||
| 4 | SOURCE
OF FUNDS * AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 | ||
| 8 | SHARED
VOTING POWER 4,484,181(2) | |||
| 9 | SOLE
DISPOSITIVE POWER 0 | |||
| 10 | SHARED
DISPOSITIVE POWER 4,484,181(2) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,484,181(2) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ | |||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.99%(2) |
|||
| 14 | TYPE
OF REPORTING PERSON * |
| (1) | Kevin Fickle and Capital Group Consultants, LLC are the managers of Nuwa Group, LLC. Devin Bosch is the owner of Capital Group Consultants, LLC. |
| (2) | Includes (i) 3,234,181 shares of common stock, (ii) a convertible promissory note in a principal amount of $200,000, with a conversion price equal to the lesser of (a) $0.40 per share, or (b) a 25% discount to the price per share offered in a Qualified Public Offering, and (iii) 750,000 warrants with a strike price of $0.625 per share. The convertible promissory note and the warrant do not allow for a conversion or exercise that would result in the beneficial ownership of greater than 9.99% of the outstanding shares of the Issuer. |
| CUSIP No. 63948R103 | Schedule 13-D/A | Page 4 of 7 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Group Consultants, LLC (1) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒ (b) ☐ | |||
| 3 |
SEC USE ONLY
| |||
| 4 |
SOURCE OF FUNDS
AF | |||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
||
| 8 |
SHARED VOTING POWER
4,484,181(2) |
|||
| 9 |
SOLE DISPOSITIVE POWER
0 |
|||
| 10 |
SHARED DISPOSITIVE POWER
4,484,181(2) |
|||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,484,181(2) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%(2) |
| 14 |
TYPE OF REPORTING PERSON*
OO |
| (1) | Kevin Fickle and Capital Group Consultants, LLC are the managers of Nuwa Group, LLC. Devin Bosch is the owner of Capital Group Consultants, LLC. |
| (2) | Includes (i) 3,234,181 shares of common stock, (ii) a convertible promissory note in a principal amount of $200,000, with a conversion price equal to the lesser of (a) $0.40 per share, or (b) a 25% discount to the price per share offered in a Qualified Public Offering, and (iii) 750,000 warrants with a strike price of $0.625 per share. The convertible promissory note and the warrant do not allow for a conversion or exercise that would result in the beneficial ownership of greater than 9.99% of the outstanding shares of the Issuer. |
| CUSIP No. 63948R103 | Schedule 13-D/A | Page 5 of 7 Pages |
Item 1. Security and Issuer.
This Statement of Beneficial Ownership on Schedule 13D (this "Statement") relates to shares of nDivision Inc., (the "Issuer"). The address of the Issuer's principal executive office is 7301 N. State Highway, 161, Suite 100, Dallas, TX 75206.
Item 2. Identity and Background.
(a) This statement is being filed on behalf of Nuwa Group, LLC, a California Limited Liability Company and its Managing Members Kevin Fickle and Capital Group Consultants, LLC, which is owned by Devin Bosch (each of the foregoing, a "Reporting Person" and collectively, "Reporting Persons"). The agreement among the Reporting Persons to file this Statement jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") is filed as Exhibit 1 to this Schedule 13D.
(b) The address of the Reporting Persons is 1415 Oakland Blvd, Suite 219, Walnut Cree k, CA 94596.
(c) The principal business of Nuwa Group, LLC is that of making investments. Kevin Fickle and Capital Group Consultants, LLC, which is owned by Devin Bosch, are the Managing Members of Nuwa Group, LLC.
(d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Nuwa Group, LLC is organized under the laws of the state of California. Capital Group Consultants, LLC is organized under the laws of the state of Nevada. Kevin Fickle and Devin Bosch are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the shares of common stock being reported for Nuwa Group, LLC was approximately $1,252,269. All cash paid was paid out of working capital of Nuwa Group, LLC.
Item 4. Purpose of Transaction.
(a) The Common Stock has been acquired by the Reporting Persons for investment purposes and was not acquired with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect. The Reporting Person reserves the right to change their plan and intentions at any time as they deem appropriate.
(b) – (j) None.
| CUSIP No. 63948R103 | Schedule 13-D/A | Page 6 of 7 Pages |
Item 5. Interest in Securities of the Issuer.
(a) Nuwa Group, LLC beneficially owns Includes (i) 3,234,181 shares of common stock, which equates to approximately 7.8% of the outstanding shares of the Issuer, (ii) a convertible promissory note in a principal amount of $200,000, with a conversion price equal to the lesser of (a) $0.40 per share, or (b) a 25% discount to the price per share offered in a Qualified Public Offering (as defined in the convertible promissory note), and (iii) 750,000 warrants with a strike price of $0.625 per share. The convertible promissory note and the warrant do not allow for a conversion or exercise that would result in the beneficial ownership of greater than 9.99% of the outstanding shares of the Issuer.
(b) Each of the Reporting Persons may be deemed to share voting power and dispositive power with respect to the shares of common stock held by Nuwa Group, LLC.
(c) None.
(d) No person (other than the Reporting Persons) has the right to receive or the power to direct the receipt of distributions with respect to, or the proceeds from the sale of, the Common Stock owned by the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The responses set forth in Item 4 hereof are incorporated by reference in their entirety.
Joint Filing Agreement
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons entered into an agreement on March 26, 2018, with respect to the joint filing of this Statement and any amendment or amendments hereto (the "Joint Filing Agreement"). The Joint Filing Agreement was attached as Exhibit 1 to the original Schedule 13D filed on March 26, 2018, and is incorporated herein by reference.
Except as referenced above or as described in Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of nDivision Inc.
Item 7. Material to be Filed as Exhibits.
| Exhibit 1 | *Joint Filing Agreement as of March 26, 2018, by and among Nuwa Group, LLC, Kevin Fickle and Capital Group Consultants, LLC. |
* Previously filed with original Schedule 13D on March 26, 2018
| CUSIP No. 63948R103 | Schedule 13-D/A | Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 12, 2020
| Nuwa Group, LLC | ||
| /s/ Kevin Fickle | ||
| Name: Kevin Fickle | ||
| Title: Managing Member | ||
| /s/ Devin Bosch | ||
| Name: Devin Bosch | ||
| Title: Owner of Capital Group Consultants, LLC, Managing Member of Nuwa Group, LLC | ||
| KEVIN FICKLE | ||
| /s/ Kevin Fickle | ||
| Name: Kevin Fickle | ||
| DEVIN BOSCH | ||
| /s/ Devin Bosch | ||
| Name: Devin Bosch |
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
ND: 4850-7028-3218, v. 1