UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 19, 2013
NUZEE, INC.
(Exact name of registrant as specified in its charter)
| |
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Nevada | | 333-176684 | | 38-3849791 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
16955 Via Del Campo, Suite 260
San Diego, CA 92127
(Address of principal executive offices, including zip code)
(858) 549-6893 or toll-free 855-936-8933
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Copies to:
Karen A. Batcher, Esq.
Synergen Law Group, APC
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
Ph. (619) 475-7882
Fax. (866) 352-4342
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On January 6, 2014, the Company’s Board of Directors approved to amend the Bylaws to change the date of the date of the annual meeting of shareholders from “the first week in January” to “within three months after the calendar year ends, commencing in 2014.” The reason behind the amendment was to give the Company sufficient time to prepare and provide audited financial statements and the Company’s annual report to the shareholders.
ITEM 8.01 OTHER EVENTS
On December 19, 2013, the Company completed a merger with its wholly owned subsidiary, NuZee Co. Ltd. (the “Merger”) whereby NuZee Co., Ltd. (the “Subsidiary”) merged with and into the Company. As a result of the merger, the Company assumed all of the assets and liabilities of the Subsidiary and the Subsidiary ceased to exist. By virtue of the Merger, all shares of the subsidiary were cancelled. The number of shares of the Company’s common stock issued and outstanding did not change.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. | DESCRIPTION |
2.1 | Agreement and Plan of Merger dated November 29, 2013 |
2.2 | Articles of Merger as filed with the Nevada Secretary of State on December 19, 2013. |
3.2 | First Amended and Restated Bylaws of NuZee, Inc. dated January 6, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | January 10, 2014 | | NUZEE, INC. |
| | | /s/ Craig Hagopian |
| | | By: | Craig Hagopian, President |
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