nDivision (NDVNQ) 10-Q 14 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 13, 2018
Document And Entity Information
Entity Registrant Name	nDivision Inc.
Entity Central Index Key	1,659,183
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		40,236,671
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

CONDENSED CONSOLDIATED BALANCE

CONDENSED CONSOLDIATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 52,094	$ 127,933
Accounts receivable, net	502,342	476,255
Prepaid expenses	121,176	66,750
Total current assets	675,612	670,938
Equipment and software licenses - at cost, less accumulated depreciation and amortization	597,982	887,641
Intangible asset, less accumulated amortization	911,060
Total assets	2,184,654	1,558,579
Current liabilities
Lines of credit		92,075
Accounts payable	93,763	565,226
Accrued liabilities	408,684	517,922
Factoring credit facility	144,439	0
Loan from officer		137,000
Note payable	21,129	45,496
Current portion of acquisition note payable	96,974	0
Current portion of finance lease obligations	521,648	504,784
Total current liabilities	1,286,637	1,862,503
Acquisition note payable	94,203
Finance lease obligations	65,430	342,726
Total long-term liabilities	159,633	342,726
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 39,970,005 and 27,500,000 shares issued and outstanding, respectively	39,970	27,500
Additional paid in capital	4,894,729	1,566,161
Accumulated deficit	(4,196,315)	(2,240,311)
Total stockholders' equity (deficit)	738,384	(646,650)
Total Liabilities and Stockholders' Equity (Deficit)	$ 2,184,654	$ 1,558,579

CONDENSED CONSOLDIATED BALANC_2

CONDENSED CONSOLDIATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred Stock, par or stated value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	20,000,000	20,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	180,000,000	180,000,000
Common Stock, shares issued	39,970,005	27,500,000
Common Stock, shares outstanding	39,970,005	27,500,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue
Product sales		$ 283,351	$ 67,624	$ 859,334
Service revenue	1,142,226	935,795	2,961,787	3,200,581
Net revenues	1,142,226	1,219,146	3,029,411	4,059,915
Product costs		250,714	32,315	750,441
Service costs	269,870	355,057	806,618	1,121,634
Cost of revenues	269,870	605,771	838,933	1,872,075
Gross profit	872,356	613,375	2,190,478	2,187,840
Operating expenses
Selling, general and administrative expenses	1,365,158	1,433,787	4,081,882	3,428,017
Loss from operations	(492,802)	(820,412)	(1,891,404)	(1,240,177)
Other expense
Interest expense	(24,383)	(30,629)	(64,600)	(84,946)
Other expense	(24,383)	(30,629)	(64,600)	(84,946)
Net loss before income tax	(517,185)	(851,041)	(1,956,004)	(1,325,123)
Income tax expense
Net loss	$ (517,185)	$ (851,041)	$ (1,956,004)	$ (1,325,123)
Basic and diluted loss per share	$ (0.01)	$ (0.03)	$ (0.05)	$ (0.05)
Weighted average shares outstanding - basic and diluted	39,731,671	26,488,598	37,689,173	24,380,575

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at beginning at Dec. 31, 2016	$ 23,140	$ 367,665	$ (432,450)	$ (41,645)
Balance at beginning (in shares) at Dec. 31, 2016	23,139,904
Common stock issued for modification of stock options	$ 1,482	168,627		170,109
Common stock issued for modification of stock options (in shares)	1,482,296
Common stock issued for services	$ 58	17,442		17,500
Common stock issued for services (in shares)	57,857
Stock compensation expense		15,247		15,247
Common stock issued for cash	$ 2,820	997,180		1,000,000
Common stock issued for cash (in shares)	2,819,943
Net loss			(1,807,861)	(1,807,861)
Balance at end at Dec. 31, 2017	$ 27,500	1,566,161	(2,240,311)	(646,650)
Balance at end (in shares) at Dec. 31, 2017	27,500,000
Adjustement for reverse acquisition	$ 4,400	(18,285)		$ (13,885)
Adjustement for reverse acquisition (in shares)	4,400,000			4,400,000
Amortization of stock option and warrant expense		312,757		$ 312,757
Common stock issued for services	$ 13	4,987		$ 5,000
Common stock issued for services (in shares)	13,158			13,158
Warrant issued for acquisition of contracts		21,158		$ 21,158
Common stock issued for cash	$ 8,057	3,007,951		3,016,008
Common stock issued for cash (in shares)	8,056,847
Net loss			(1,956,004)	(1,956,004)
Balance at end at Sep. 30, 2018	$ 39,970	$ 4,894,729	$ (4,196,315)	$ 738,384
Balance at end (in shares) at Sep. 30, 2018	39,970,005

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities
Net loss	$ (1,956,004)	$ (1,325,123)
Adjustments to reconcile net income to net cash used in provided by operating activities
Depreciation and amortization	417,269	334,564
Stock based compensation	312,757	192,528
Stock issued for services	5,000	0
Changes in assets and liabilities
Accounts receivable	(26,087)	196,297
Prepaid expenses	(54,426)	37,984
Other current assets and liabilities, net	0	102,469
Accounts payable and accrued liabilities	(580,701)	(19,827)
Net cash used in operating activities	(1,882,192)	(481,108)
Cash flows from investing activities
Acquisition of contracts	(813,855)	0
Acquisition of equipment and software licenses	(26,365)	(15,281)
Net cash used in investing activities	(840,220)	(15,281)
Cash flows from financing activities
Lines of credit, net	(92,075)	(116,696)
Proceeds from issuance of common stock, net	3,016,008	1,015,903
Factoring credit facility, net	144,439	0
(Repayments of) proceeds from loans from officers	(137,000)	136,286
(Repayments of) proceeds from of long-term debt	(24,367)	(45,847)
(Repayments of) proceeds from of finance lease obligations	(260,432)	(198,373)
Net cash provided by financing activities	2,646,573	791,273
Net (decrease) increase in cash	(75,839)	294,884
Cash, beginning of period	127,933	181,700
Cash, end of period	52,094	476,584
Supplemental cash flow disclosures
Interest paid	52,437	66,013
Income taxes paid	0	0
Non-cash financing activities
Consideration for the purchase of contracts (warrants and acquisition note)	$ 212,335	$ 0

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	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, VOIP 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. This transaction was accounted under the guidance in Topic 805-50 Acquisition of Assets rather than a business. Since February 13, 2018, the Company has sold 8,056,847 shares of the Registrant's common shares at a price of approximately $0.375 per share for $3,016,008. 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY 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 nine-month period ended September 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. (inactive subsidiary). 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 nine months ended September 30, 2018, the Company sold 8,056,847 shares of common stock at a price of approximately $0.375 per share for $3,016,008. 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 November 13, 2018, the Company has factored approximately $226,506 of its 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”): 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. 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. For revenue recognition arrangements that we determine are within the scope of Topic 606, we perform the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we evaluate the goods or services promised within each contract related performance obligation and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. 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 September 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 15 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. 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 September 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 9 and 10 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 8,142,000 and 2,138,286 of common stock equivalents excluded for the periods ended September 30, 2018 and 2017, respectively because their effect is anti-dilutive. Marketing Costs Marketing costs, which are expensed as incurred, totaled approximately $687 and $11,341, and $0 and $6,322 for the three and nine months ended September 30, 2018 and 2017, respectively. 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 11 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 September 30, 2018, no accrued interest or penalties are included on the related tax liability line in the balance sheet.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2018
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	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 September 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 September 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. 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 201/-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.

EQUIPMENT AND SOFTWARE LICENSES

EQUIPMENT AND SOFTWARE LICENSES	9 Months Ended
	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
EQUIPMENT AND SOFTWARE LICENSES	4. EQUIPMENT AND SOFTWARE LICENSES Equipment and software licenses consist of the following: September 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 (1,503,526 ) (1,187,532 ) $ 597,982 $ 887,641 Depreciation and Amortization expense for the three and nine months ended September 30, 2018 and 2017 was approximately $101,318 and $315,994, and $94,512 and $309,640, respectively.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	5. INTANGIBLE ASSETS Intangible Assets As of September 30, 2018 (In Thousands) Useful Life Cost Accumulated Amortization Net Book Value Customer Relationships / Service Contracts 5 $ 1,012,335 $ 101,275 $ 911,060 There was no amortization expense attributable to the amortization of identifiable intangible assets for the three month and nine-month period ended September 30, 2017 as the assets were not transferred until after March 31, 2018. There was approximately $50,638 and $101,276 for the three month and nine-month period ended September 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 $911,060, as follows: remainder of fiscal 2018 - $50,638, fiscal 2019 - $202,551, fiscal 2020 - $202,551, fiscal 2021- $202,551, fiscal 2022- $202,551 and thereafter - $50,218.

ACCRUED LIABILITIES

ACCRUED LIABILITIES	9 Months Ended
	Sep. 30, 2018
Payables and Accruals [Abstract]
ACCRUED LIABILITIES	6. ACCRUED LIABILITIES September 30, December 31, 2018 2017 Accrued compensation $ 54,871 $ 314,722 Accrued sales tax 144,070 157,218 Accrued franchise tax 32,234 43,372 Accrued professional fees and other payables 177,509 2,610 Total accrued liabilities $ 408,684 $ 517,922

LINES OF CREDIT

LINES OF CREDIT	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
LINES OF CREDIT	7. LINE OF CREDIT September 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 repaid in 2018, and the line of credit was terminated. $ - $ 92,075 $ - $ 92,075

FACTORING CREDIT FACILITY

FACTORING CREDIT FACILITY	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
FACTORING CREDIT FACILITY	8. FACTORING CREDIT FACILITY The Company has agreements with an unrelated third party for factoring of specific accounts receivable . Under this arrangement, the Company has transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables. The arrangement notes an advanced rate of 90% with a fee of 1.9% to be charged on the gross face amount of the invoices purchased for 30 days, and an additional. 0.06% charge for each additional day until the invoice(s) are paid. The Company has retained late payment and credit risk related to the factored receivables and therefore continues to recognize the factored receivables in their entirety on its balance sheet . The re ceivables under factoring arrangements are recorded within accounts receivable and factoring credit facility . The balance of the accounts receivable amount factored, and the related factor payable are $144,439 and $0 as of September 30, 2018 and 2017, respectively. The Company has recognized $6,897 and $ 0 in interest expense related to these arrangements for the nine-month period ended September 30, 2018 and 2017, respectively. The Company has recognized $6,897 and $ 0 in interest expense related to these arrangements for the three-month period ended September 30, 2018 and 2017, respectively. September 30, December 31, 2018 2017 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. $ 144,439 $ - $ 144,439 $ -

NOTE PAYABLE

NOTE PAYABLE	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
NOTE PAYABLE	9. NOTE PAYABLE September 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. $ 19,905 $ 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. 1,224 6,564 Current portion of debt 21,129 45,496 Long term debt $ - $ -

FINANCE LEASE OBLIGATIONS

FINANCE LEASE OBLIGATIONS	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
FINANCE LEASE OBLIGATIONS	10. 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. Future minimum lease payments, including principal and interest, under the finance leases for subsequent years are as follows: Year ended Remaining in 2018 $ 169,482 2019 410,800 2020 46,584 2021 2,021 Total 628,887 Less: interest (41,809 ) Present value of net minimum lease payments 587,078 Short term 521,648 Long term total $ 65,430 Lease payments for the three and nine months ended September 30, 2018 and 2017 aggregated approximately $169,538 and $473,891, and $138,858 and $398,841, respectively. The finance lease obligations are secured by underlying leased assets with a net book value of approximately $540,695 and $848,250 as of September 30, 2018 and December 31, 2017, respectively.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK BASED COMPENSATION	11. 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 nine months ended September 30, 2018: A summary of stock option activity is as follows: Number of options outstanding: Beginning of year $ 752,062 Granted 6,405,314 Exercised, converted - Forfeited / exchanged / modification 1,215,698 September 30, 2018 5,941,678 Number of options exercisable at end of period - Number of options available for grant at end of period 2,058,322 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 September 30, 2018. This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions: September 30, 2018 Expected option life (years) 6.5 Expected stock price volatility 51 - 135% Expected dividend yield —% Risk-free interest rate 2.00 – 2.82% Stock-based compensation expense attributable to stock options was $250,977 for the period ended September 30, 2018. As of September 30, 2018, there was approximately $932,488 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 September 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: September 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. In connection with the issuance of the common shares during the three months ended, September 30, 2018 the Company issued a warrant to purchase up to 750,000 shares of the Company’s common stock at a price of $0.625 for one year. At September 30, 2018, there were warrants outstanding to purchase up to 2,950,000 common stock of the Company’s common stock at an exercise price of $0.625.

COMMON STOCK

COMMON STOCK	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
COMMON STOCK	12. 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 8,056,847 shares of common stock and received approximately $3,016,008 with no material fees. In connection with the issuance of the common shares during the three months ended, September 30, 2018 the Company issued a warrant to purchase up to 750,000 shares of the Company’s common stock at a price of $0.625 for one year. Subsequent to September 30, 2018 the Company issued 400,666 shares of common stock and received approximately $150,250 with no material fees.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	13. 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 September 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.

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	14. COMMITMENTS The Company leases office and Data Center space. Future minimum lease payments are as follows: September 30, Remainder of 2018 $ 10,233 2019 30,998 $ 41,231 Lease payments for the three and nine months ended September 30, 2018 and 2017 aggregated $16,089 and $49,374, and $15,684 and $47,616, 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.

SIGNIFICANT CUSTOMERS

SIGNIFICANT CUSTOMERS	9 Months Ended
	Sep. 30, 2018
Risks and Uncertainties [Abstract]
SIGNIFICANT CUSTOMERS	15. 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 nine months ended September 30, 2018 and 2017 include revenues from significant customers as follows: Three Month Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Customer A 43% 30% 41% 30% Customer B 9% 16% 10% 17% Accounts receivable balances as of September 30, 2018 and December 31, 2017 from significant customers are as follows: September 30, December 31, 2018 2017 Customer A 76% 46% Customer B 4% 8% Customer C 5% -% Customer D 1% 25%

SUMMMARY OF SIGNIFICANT ACCOUNT

SUMMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	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 nine-month period ended September 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	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. (inactive subsidiary). All significant inter-company accounts and transactions are eliminated in consolidation.
Liquidity	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 nine months ended September 30, 2018, the Company sold 8,056,847 shares of common stock at a price of approximately $0.375 per share for $3,016,008. 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 November 13, 2018, the Company has factored approximately $226,506 of its 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	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	Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”): 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. 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. For revenue recognition arrangements that we determine are within the scope of Topic 606, we perform the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we evaluate the goods or services promised within each contract related performance obligation and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. 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	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 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 September 30, 2018 and 2017. The Company does not accrue interest on past due receivables.
Concentration of Risk	Concentration of Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, are cash and accounts receivable. See Note 15 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 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.
Long-Lived Assets	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 September 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	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 9 and 10 for acquisition note payable and financial lease obligations.
Earnings and Loss per Share	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 8,142,000 and 2,138,286 of common stock equivalents excluded for the periods ended September 30, 2018 and 2017, respectively because their effect is anti-dilutive.
Marketing Costs	Marketing Costs Marketing costs, which are expensed as incurred, totaled approximately $687 and $11,341, and $0 and $6,322 for the three and nine months ended September 30, 2018 and 2017, respectively.
Stock-Based Compensation	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 11 for the assumptions used to calculate the fair value of stock-based employee and non-employee compensation.
Leases	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	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 September 30, 2018, no accrued interest or penalties are included on the related tax liability line in the balance sheet.

EQUIPMENT AND SOFTWARE LICENS_2

EQUIPMENT AND SOFTWARE LICENSES (Tables)	9 Months Ended
	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Equipment and software licenses	Equipment and software licenses consist of the following: September 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 (1,503,526 ) (1,187,532 ) $ 597,982 $ 887,641

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	As of September 30, 2018 (In Thousands) Useful Life Cost Accumulated Amortization Net Book Value Customer Relationships / Service Contracts 5 $ 1,012,335 $ 101,275 $ 911,060

ACCRUED LIABILITIES (Tables)

ACCRUED LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2018
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	September 30, December 31, 2018 2017 Accrued compensation $ 54,871 $ 314,722 Accrued sales tax 144,070 157,218 Accrued franchise tax 32,234 43,372 Accrued professional fees and other payables 177,509 2,610 Total accrued liabilities $ 408,684 $ 517,922

LINES OF CREDIT (Tables)

LINES OF CREDIT (Tables)	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
LINES OF CREDIT	September 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 repaid in 2018, and the line of credit was terminated. $ - $ 92,075 $ - $ 92,075

FACTORING CREDIT FACILITY (Tabl

FACTORING CREDIT FACILITY (Tables)	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
FACTORING CREDIT FACILITY	September 30, December 31, 2018 2017 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. $ 144,439 $ - $ 144,439 $ -

NOTE PAYABLE (Tables)

NOTE PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
NOTE PAYABLE	September 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. $ 19,905 $ 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. 1,224 6,564 Current portion of debt 21,129 45,496 Long term debt $ - $ -

FINANCIAL LEASE OBLIGATIONS (Ta

FINANCIAL LEASE OBLIGATIONS (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Future minimum lease payments	Future minimum lease payments, including principal and interest, under the finance leases for subsequent years are as follows: Year ended Remaining in 2018 $ 169,482 2019 410,800 2020 46,584 2021 2,021 Total 628,887 Less: interest (41,809 ) Present value of net minimum lease payments 587,078 Short term (450,504 ) Long term total $ 136,574

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2018
Summary of stock option activity	A summary of stock option activity is as follows: Number of options outstanding: Beginning of year $ 752,062 Granted 6,405,314 Exercised, converted - Forfeited / exchanged / modification 1,215,698 September 30, 2018 5,941,678 Number of options exercisable at end of period - Number of options available for grant at end of period 2,058,322 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 -
Schedule of Stock Options, Valuation Assumptions	This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions: September 30, 2018 Expected option life (years) 6.5 Expected stock price volatility 51 - 135% Expected dividend yield —% Risk-free interest rate 2.00 – 2.82%
Consulting agreements
Schedule of Stock Options, Valuation Assumptions	This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions: September 30, 2018 Expected option life (years) 1 to 1.5 Expected stock price volatility 51% Expected dividend yield —% Risk-free interest rate 2.00%

COMMITMENTS (Tables)

COMMITMENTS (Tables)	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Future minimum lease payments	The Company leases office and Data Center space. Future minimum lease payments are as follows: September 30, Remainder of 2018 $ 10,233 2019 30,998 $ 41,231

SIGNIFICANT CUSTOMERS (Tables)

SIGNIFICANT CUSTOMERS (Tables)	9 Months Ended
	Sep. 30, 2018
Risks and Uncertainties [Abstract]
Schedules of Concentration	Net revenues for the three and nine months ended September 30, 2018 and 2017 include revenues from significant customers as follows: Three Month Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Customer A 43% 30% 41% 30% Customer B 9% 16% 10% 17% Accounts receivable balances as of September 30, 2018 and December 31, 2017 from significant customers are as follows: September 30, December 31, 2018 2017 Customer A 76% 46% Customer B 4% 8% Customer C 5% -% Customer D 1% 25%

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	1 Months Ended		2 Months Ended	9 Months Ended
	Feb. 26, 2018	Feb. 13, 2018	Sep. 30, 2018	Sep. 30, 2018	Dec. 31, 2017
Common stock issued			39,970,005	39,970,005	27,500,000
Common stock Outstanding			39,970,005	39,970,005	27,500,000
Value of warrants				$ 21,158
Number of common stock sold				8,056,847
Value of common stock sold				$ 3,016,008
Stock price			$ 0.375	$ 0.375
Merger Agreement
Common Stock issued		27,500,000
Retirement of common stock		$ 10,000,000
Gamwell | Purchased Contracts
Cash Consideration paid	$ 800,000
Estimated cost of note	$ 191,177
Warrants percentage received	0.25%
Value of warrants	$ 21,158
Consideration for contracts purchased	$ 1,012,335
Stockholders
Common stock issued			14,400,000	14,400,000
Common stock Outstanding			14,400,000	14,400,000
Ownership Percentage			70.00%	70.00%
Go2Green Landscaping
Number of common stock sold			8,056,847
Value of common stock sold			$ 3,016,008
Stock price			$ 0.375	$ 0.375
Ticker symbol				NDVN

SUMMMARY OF SIGNIFICANT ACCOU_2

SUMMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Nov. 13, 2018
Number of common stock sold			8,056,847
Value of common stock sold			$ 3,016,008
Stock price	$ 0.375		$ 0.375
Allowance			$ 0	$ 0
Impairment charge			0	0
Marketing costs	$ 687	$ 0	11,341	$ 6,322
Accrued interest or penalties	$ 0		$ 0
Factored invoices					$ 226,506
Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share	8,425,743	2,138,286	8,142,000	2,138,286

EQUIPMENT AND SOFTWARE LICENS_3

EQUIPMENT AND SOFTWARE LICENSES (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment, Gross	$ 2,101,508	$ 2,075,173
Less - Accumulated depreciation and amortization	(1,503,526)	(1,187,532)
Property, Plant and Equipment, Net	597,982	887,641
Equipment and software [Member]
Property, Plant and Equipment, Gross	1,146,100	1,119,765
Software License [Member]
Property, Plant and Equipment, Gross	$ 955,408	$ 955,408

EQUIPMENT AND SOFTWARE LICENS_4

EQUIPMENT AND SOFTWARE LICENSES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Depreciation and Amortization expense	$ 101,318	$ 315,994	$ 417,269	$ 334,564
Useful life			5 years

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details)	Sep. 30, 2018USD ($)
Intangible assets net	$ 911,060
Customer Relationships [Member]
Intangible assets gross	1,012,335
Accumulated amortization	101,275
Intangible assets net	$ 911,060

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 50,638	$ 0	$ 101,276	$ 0
2,018	50,638		50,638
2,019	202,551		202,551
2,020	202,551		202,551
2,021	202,551		202,551
2,022	202,551		202,551
Thereafter	50,218		50,218
Total	$ 911,060		$ 911,060

ACCRUED LIABILITIES (Details)

ACCRUED LIABILITIES (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accrued compensation	$ 54,871	$ 314,722
Accrued sales tax	144,070	157,218
Accrued franchise tax	32,234	43,372
Accrued professional fees and other payables	177,509	2,610
Total accounts payable and accrued liabilities	$ 408,684	$ 517,922

LINES OF CREDIT (Details)

LINES OF CREDIT (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Lines of credit		$ 92,075
Maturity date	Apr. 4, 2018
Interest rate	6.00%
maximum borrowings	$ 500,000
Line of Credit [Member]
Lines of credit	$ 0	$ 92,075

FACTORING CREDIT FACILITY (Deta

FACTORING CREDIT FACILITY (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Notes to Financial Statements
Factoring credit facility	$ 144,439	$ 0

FACTORING CREDIT FACILITY (De_2

FACTORING CREDIT FACILITY (Details Narrative) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Notes to Financial Statements
Accounts receivable factored	$ 144,439	$ 0

NOTE PAYABLE (Details)

NOTE PAYABLE (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Current portion of debt	$ 21,129	$ 45,496
Long term debt	0	0
Long term debt
Current portion of debt	19,905	38,932
Promissory note	$ 85,670
Maturity date	Jun. 30, 2019
Interest rate	6.00%
Periodic payments	$ 2,270
Long term debt One
Current portion of debt	1,224	$ 6,564
Promissory note	$ 20,175
Maturity date	Nov. 17, 2018
Interest rate	6.00%
Periodic payments	$ 615

FINANCE LEASE OBLIGATIONS (Deta

FINANCE LEASE OBLIGATIONS (Details)	Sep. 30, 2018USD ($)
Debt Disclosure [Abstract]
Remaining in 2018	$ 169,482
2,019	410,800
2,020	46,584
2,021	2,021
Total	628,887
Less: interest	(41,809)
Present value of net minimum lease payments	587,078
Short term	(450,504)
Long term total	$ 136,574

FINANCE LEASE OBLIGATIONS (De_2

FINANCE LEASE OBLIGATIONS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Lease payments	$ 169,538	$ 473,891	$ 138,858	$ 398,841
Finance lease obligations	$ 540,695		540,695		$ 848,250
Maximum [Member]
Leases Periodic payments			$ 15,350
Interest rate			17.80%
Minimum [Member]
Leases Periodic payments			$ 90
Interest rate			3.60%

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details)	9 Months Ended
	Sep. 30, 2018$ / sharesshares
Number of options outstanding
Beginning of year	752,062
Granted	6,405,314
Exercised, converted	0
Forfeited / exchanged / modification	1,215,698
Endn of Period	5,941,678
Number of options exercisable at end of period	0
Number of options available for grant at end of period	2,058,322
Weighted average option prices per share
Granted during the period | $ / shares	$ 0.38
Exercised during the period | $ / shares	0
Forfeited/exchanged/modified during the period | $ / shares	0.13
Outstanding at end of the period | $ / shares	0.38
Exercisable at end of period | $ / shares	$ 0

STOCK BASED COMPENSATION (Det_2

STOCK BASED COMPENSATION (Details 1)	9 Months Ended
	Sep. 30, 2018
Expected option life (years)	6 years 6 months
Expected stock price volatility	51.00%
Expected dividend yield	0.00%
Minimum [Member]
Expected stock price volatility	51.00%
Risk-free interest rate	2.00%
Maximum [Member]
Expected stock price volatility	135.00%
Risk-free interest rate	2.82%

STOCK BASED COMPENSATION (Det_3

STOCK BASED COMPENSATION (Details 2)	9 Months Ended
	Sep. 30, 2018
Expected option life (years)	6 years 6 months
Expected stock price volatility	51.00%
Expected dividend yield	0.00%
Consulting agreements
Expected stock price volatility	51.00%
Expected dividend yield	0.00%
Risk-free interest rate	2.00%
Minimum [Member]
Expected stock price volatility	51.00%
Risk-free interest rate	2.00%
Minimum [Member] | Consulting agreements
Expected option life (years)	1 year
Maximum [Member]
Expected stock price volatility	135.00%
Risk-free interest rate	2.82%
Maximum [Member] | Consulting agreements
Expected option life (years)	1 year 6 months

STOCK BASED COMPENSATION (Det_4

STOCK BASED COMPENSATION (Details Narrative)	3 Months Ended	9 Months Ended
	Sep. 30, 2018USD ($)shares	Sep. 30, 2018USD ($)$ / sharesshares
Average fair value of stock options granted | $ / shares		$ 0.19
Stock-based compensation expense | $		$ 250,977
Unrecognized compensation expense | $	$ 932,488	$ 932,488
Weighted average vesting period of options		3 years
Warrants outstanding	2,950,000	2,950,000
Exercise price | $ / shares		$ 0.625
Common stock purchase for warrants	750,000
Consulting agreements
Warrants issued		2,200,000
Fair value of warrants granted | $		$ 61,780
Warrants outstanding	0	0
2018 Equity Incentive Plan
Maximum number of shares granted under plan		8,000,000

COMMON STOCK (Details Narrative

COMMON STOCK (Details Narrative) - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Nov. 13, 2018	Sep. 30, 2018	Sep. 30, 2018	Dec. 31, 2017
Adjustement for reverse acquisition			$ (13,885)
Adjustement for reverse acquisition (in shares)			4,400,000
Common stock issued for services			$ 5,000	$ 17,500
Common stock issued for services (in shares)			13,158
Common stock issued			$ 3,016,008
Common stock issued (in shares)			8,056,847
Exercise price			$ 0.625
Common stock purchase for warrants		750,000
Subsequent Event [Member]
Common stock issued for services	$ 400,666
Common stock issued for services (in shares)	150,250

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Related Party Transactions [Abstract]
Loan from officer		$ 137,000
Interest rate	0.05%

COMMITMENTS (Details)

COMMITMENTS (Details)	Sep. 30, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2018	$ 10,233
2,019	30,998
Total	$ 41,231

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Lease payments	$ 16,089	$ 49,374	$ 15,684	$ 47,616

SIGNIFICANT CUSTOMERS (Details)

SIGNIFICANT CUSTOMERS (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Customer A | Net Revenue [Member]
Concentration percentage	43.00%	30.00%	41.00%	30.00%
Customer A | Accounts receivable [Member]
Concentration percentage			76.00%		46.00%
Customer B | Net Revenue [Member]
Concentration percentage	9.00%	16.00%	10.00%	17.00%
Customer B | Accounts receivable [Member]
Concentration percentage			4.00%		8.00%
Customer C | Accounts receivable [Member]
Concentration percentage			5.00%		0.00%
Customer D | Accounts receivable [Member]
Concentration percentage			1.00%		25.00%