UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2018
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 333-176684
NUZEE, INC. |
(exact name of registrant as specified in its charter) |
Nevada |
| 383849791 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) |
2865 Scott Street Suite 107 Vista, CA 92081 |
(Address of principal executive offices) |
Registrant’s telephone number, including area code -- (760) 295-2408
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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. Yes x 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). Yes ¨ No ¨
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ |
|
| Accelerated filer | ¨ |
Non-accelerated filer | ¨ | (Do not check if smaller reporting company) |
| Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of April 26, 2019, NuZee, Inc. had 39,345,508 shares of common stock outstanding.
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EXPLANATORY NOTE
This Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended September 30, 2018 is filed solely to include Exhibit 32, which was inadvertently omitted from the original filing. This amendment comprises the revised text of Part IV, Item 15, amended to reflect the filing of currently dated certificates as Exhibit 31 and Exhibit 32, Exhibit 31 and Exhibit 32.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The exhibits filed with this Amendment are set forth in the Exhibit Index.
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Exchange Act, the registrant caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized on April 29, 2019.
NuZee, Inc.
By: /s/ Shanoop Kothari
Name: Shanoop Kothari
Title: Chief Financial Officer (Principal Financial Officer)
61605-00002/3169910.3
