nDivision Inc. - Quarter Report: 2017 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

or

o 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

(310) 418-9691

(Registrant’s telephone number, including area code)

N/A

(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. x YES    o 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). x YES    o 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.

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o YES    x 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. o YES    o 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.

14,400,000 common shares issued and outstanding as of May 2, 2017.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

GO2GREEN LANDSCAPING, INC.

Interim Financial Statements

For the Quarterly Period Ended March 31, 2017

GO2GREEN LANDSCAPING, INC.

Balance Sheets

(Unaudited)

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

GO2GREEN LANDSCAPING, INC.

Statements of Operations

(Unaudited)

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

GO2GREEN LANDSCAPING, INC.

Statements of Cash Flows

(Unaudited)

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

GO2GREEN LANDSCAPING, INC.

Notes to the Financial Statements

March 31, 2017

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

The accompanying unaudited financial statements of Go2Green Landscaping, Inc. (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Regulation S-X. These interim unaudited financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2016 filed with the SEC on December 28, 2016.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Concentrations

During the period ended March 31, 2017, revenue was comprised of seven labor contracts to unrelated third parties. Three customers represented 77% of the revenues of the Company for the period ended March 31, 2017.

NOTE 2 - GOING CONCERN

The accompanying unaudited interim financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of March 31, 2017, the Company has an accumulated deficit of $49,997 and has earned revenues of $14,955 during the six-month period.

The ability of the Company to obtain profitability is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - EQUITY

Preferred Stock

The Company has authorized 20,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

Common Stock

The Company has authorized 180,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the period ended March 31, 2017 the Company issued 700,000 shares of common stock for cash of $14,000.

As of March 31, 2017, and September 30, 2016, the Company has 14,400,000 and 13,700,000 shares issued and outstanding, respectively.

The Company has no stock option plan, warrants or other dilutive securities.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the period ended March 31, 2017 and 2016, the Company recorded management fees of $6,490 and $0, respectively; and purchased materials recorded as cost of goods sold from a Company owned by one of its shareholders in the amount of $6,180 and $0, respectively.

Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation

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 financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our 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 capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Go2Green Landscaping, Inc., unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on September 16, 2015. We are an early stage company and have limited business operations and nominal revenues.

We operate a landscape design and construction business that specializes in green, water conserving products and services. Our company offers customers in the greater Los Angeles area the option to convert their current water-consuming gardens, into attractive alternative layouts that require a fraction of the water that is needed to sustain a traditional lawn. Our company specializes in faux grass (artificial lawns), desert-oriented plants and grasses that are misers on water, as well as naturally-sourced landscaping stones and construction materials.

Our address is 825 Western Ave, Suite 19, Glendale, CA 91201. Our telephone number is (301) 4118-9691.

We do not have any subsidiaries.

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

Our Current Business

We are an early stage company and have achieved limited business operations and revenues.

We operate a landscape design and construction business that specializes in green, water conserving products and services. Our company offers customers in the greater Los Angeles area the option to convert their current water-consuming gardens, into attractive alternative layouts that require a fraction of the water that is needed to sustain a traditional lawn. While our company specializes in the installation of faux grass (artificial lawns), and desert-oriented plants that are misers on water, we will also undertake additional work of enclosing client lawns and gardens with weather-proof fencing and privacy gates.

To date, our activities have been limited to determining our material supply channels, initial branding efforts, our formation and raising capital, as well as commencing work on current landscaping projects.

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three and six months ended March 31, 2017 and 2016.

Our operations commenced in June 2016, as such we do not have history to compare current operating results against.

Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016

Our operating expenses, for the three months ended March 31, 2017 were $12,769 compared to $4,532 for the same period in 2016. The increase in operating expenses was primarily as a result of an increase in professional fees of $8,763.

We incurred a net loss of $8,274 and $4,532 for the three months ended March 31, 2017 and March 31, 2016, respectively.

Six Months Ended March 31, 2017 Compared to Six Months Ended March 31, 2016

Our operating expenses, for the six months ended March 31, 2017 were $27,687 compared to $10,734 for the same period in 2016. The increase in operating expenses was primarily as a result of an increase in management fee of $6,490 and professional fees of $10,148, due to the start of our operations and increased professional fees for filing our reports with the SEC in 2016.

We incurred a net loss of $19,429 and $10,734 for the six months ended March 31, 2017 and March 31, 2016, respectively.

Liquidity and Capital Resources

Working Capital

Cash Flows

As at March 31, 2017 our company’s cash balance was $20,653 and total assets were $20,653. As at September 30, 2016, our company’s cash balance was $25,494 and total assets were $26,319.

As at March 31, 2017, our company had total liabilities of $9,650, compared with total liabilities of $9,887 as at September 30, 2016.

As at March 31, 2017, our company had working capital of $11,003 compared with working capital of $16,432 as at September 30, 2016. The decrease in working capital was primarily attributed to a decrease in cash of $4,841.

Cash Flow from Operating Activities

During the six months ended March 31, 2017, our company used $18,841 in cash from operating activities, compared to $7,894 cash used in operating activities during the six months ended March 31, 2016. The cash used from operating activities for the six months ended March 31, 2017 was mainly attributed to an increase in net loss for 2016.

Cash Flow from Investing Activities

During the six months ended March 31, 2017 and 2016, we did not have cash flows from investing activities.

Cash Flow from Financing Activities

During the six months ended March 31, 2017 our company received $14,000 from the issuance 700,000 shares of common stock compared to $7,500 received from the issuance 750,000 shares of common stock during the six months ended March 31, 2016.

Plan of Operation and Future Financings

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

We prepare our interim financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our interim financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our interim financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

As of March 31, 2017, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by a single individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of March 31, 2017.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 8, 2016, our company filed a Prospectus as part of our Registration Statement on Form S-1 which registered a total of 8,700,000 shares of our common stock at $0.02 per share, 3,700,000 of which were offered by selling shareholders, and 5,000,000 of which were offered by our company. We sought to raise $100,000 under the Offering. That Registration Statement was declared effective on October 7, 2016. Under the terms of that Registration Statement, the offering of the shares of our company stock would expire 270 days after October 7, 2016, unless extended by our Board of Directors for an additional period of 90 days.

On March 20, 2017, our company closed the Offering and will not sell any additional shares under that Registration Statement. 700,000 shares were sold under that Registration Statement with funds of $14,000 being raised.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

_______________

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.