BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements of NuZee, Inc. (together with its subsidiaries, referred to herein as the “Company”, “we” or “NuZee”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and rules of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2020 as filed with the SEC on December 28, 2020. In the opinion of management, all adjustments, consisting of recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the annual report on Form 10-K have been omitted. Principles of Consolidation The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its former majority owned subsidiary (which was sold as of September 28, 2020, as described below), which has a fiscal year end of September 30. All significant intercompany accounts, balances and transactions have been eliminated upon consolidation. On September 28, 2020, the Company entered into a Stock Transfer Agreement with Eguchi Holdings Co., Ltd. (“EHCL”), pursuant to which the Company sold to EHCL for an aggregate sale price of approximately $ 34,000 70 The Company has two wholly owned international subsidiaries in NuZee KOREA Ltd. (“NuZee KR”) and NuZee Investment Co., Ltd. (“NuZee INV”). Stock Split On October 28, 2019, we completed a l-for-3 reverse stock split Earnings per Share Basic earnings per common share is equal to net earnings or loss divided by the weighted average of shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of June 30, 2021 and June 30, 2020, the total number of common stock equivalents was 8,289,864 1,725,000 Capital Resources Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. The Company has generated limited revenues from its principal operations, and there is no assurance of future revenues. As of June 30, 2021, the Company had cash of $ 12,704,257 Major Customers In the nine months ended June 30, 2021 and 2020, revenue was primarily derived from major customers disclosed below. Nine months ended June 30, 2021: SCHEDULE OF REVENUE BY MAJOR CUSTOMERS Customer Name Sales Amount % of Total Revenue Accounts Receivable Amount % of Total Accounts Customer WP $ 456,247 32 % $ 124,814 39 % Nine months ended June 30, 2020: C ustomer Name Sales Amount % of Total Revenue Accounts Receivable Amount % of Total Accounts Receivable Customer K $ 284,099 25 % $ - 0 % Customer WP $ 259,925 23 % $ 7,767 11 % Customer J $ 188,574 17 % $ 175 0 % Lease In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The Company implemented ASU No. 2016-02 on October 1, 2019. The Company does a quarterly analysis of leases to determine if there are any operating leases that require recognition under ASC 842. The Company has one significant long-term operating lease for office and manufacturing space in Plano, Texas. The leased property in Plano, Texas, has a remaining lease term through June of 2024. The lease has an option to extend beyond the stated termination date, but exercise of this option is not probable. The Company did not apply the recognition requirements of ASC 842 to operating leases with a remaining lease term of 12 months The impact of ASU No. 2016-02 (“Leases (Topic 842)” on our consolidated balance sheet beginning October 1, 2020, through the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases are as follows: SCHEDULE OF ROU ASSETS AND LEASE LIABILITY October 1, 2020 ROU Asset $ 652,197 Lease Liability $ 659,391 During the prior year analysis of leases, we determined to renew the office and manufacturing space in Vista, CA through January 31, 2022, which was previously scheduled to be vacated at June 30, 2020. Additionally, the Korean office and manufacturing space lease was extended through June 2022 and an apartment lease was signed through June 2022. Accordingly, we have added ROU assets and lease liabilities related to those leases at June 30, 2020. The direct-leased property in Vista, California has a remaining lease term through January of 2022. The leased properties in both Korea and Vista, California have options to extend beyond the stated termination date, but exercise of these options are not probable. The sub-leased property in Vista, California, is leased month-to-month and has been calculated as a ROU Asset co-terminus with the direct-leased property. In September 2020, we entered into an 18 Effective September 1, 2020, we converted our month-to-month sublease in Vista, California to a 17 17 As of June 30, 2021, our operating leases had a weighted average remaining lease term of 1.9 SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE ROU Asset – October 1, 2020 $ 652,197 Amortization during the period (202,947 ) ROU Asset –June 30, 2021 $ 449,250 Lease Liability – October 1, 2020 $ 659,391 Amortization during the period (193,118 ) Lease Liability – June 30, 2021 $ 466,273 Lease Liability – Short-Term $ 162,674 Lease Liability – Long-Term 303,599 Lease Liability – Total $ 466,273 The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of June 30, 2021: Amounts due within 12 months of June 30, SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES 2022 $ 238,519 2023 126,091 2024 129,873 2025 - 2026 - Total Minimum Lease Payments 494,483 Less Effect of Discounting (28,210 ) Present Value of Future Minimum Lease Payments 466,273 Less Current Portion of Operating Lease Obligations (162,674 ) Long-Term Operating Lease Obligations $ 303,599 On October 9, 2019, the Company entered into a lease agreement with Alliance Funding Group which provided for a sale lease back on certain packing equipment. The terms of this agreement require us to pay $ 2,987 60 months 124,540 3 years 12.75 8,896 The following summarizes ROU assets under finance leases at June 30, 2021: SUMMARY OF ROU ASSETS UNDER FINANCE LEASES ROU asset-finance lease at September 30, 2020 $ 105,825 Impairment (105,825 ) ROU asset-finance lease at June 30, 2021 $ - The table below summarizes future minimum finance lease payments at June 30, 2021 for the 12 months ended June 30: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS FOR FINANCE LEASES 2022 $ 33,113 2023 33,113 2024 33,113 2025 2,759 2026 - Total Minimum Lease Payments 102,098 Amount representing interest (18,039 ) Present Value of Minimum Lease Payments 84,059 Current Portion of Finance Lease Obligations (26,965 ) Finance Lease Obligations, Less Current Portion $ 57,094 The Company leases office space with terms ranging from month to month to 61 months 251,164 251,207 Cash and non cash activities associated with the leases for the nine months ended June 30, 2021 are as follows: SCHEDULE OF CASH AND NON-CASH ACTIVITIES OF LEASES Operating cash outflows from operating leases: $ 215,046 Operating cash outflows from finance lease: $ 8,896 Financing cash outflows from finance lease: $ 15,939 In September 2020, we subleased the space at 1700 Capital Avenue in Plano, Texas, effective October 1, 2020 under favorable terms that are co-terminus with the original lease ending June 30, 2024. In the nine months ended June 30, 2021, we recognized sublease income of $ 59,439 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF SUBLEASE 2022 $ 122,364 2023 126,017 2024 129,835 2025 — 2026 — Total $ 378,216 Loans On April 1, 2019, NuZee purchased a delivery van from Ford Motor Credit for $ 41,627 3,500 38,127 60 months 2.9 22,304 27,916 On February 15, 2019 NuZee KR entered into equipment financing for production equipment with ShinHan Bank for $ 60,563 86,518 36 months 4.33 50,206 85,001 The loan payments required for the next five remaining fiscal years are as follows: SCHEDULE OF LOAN PAYMENTS Ford Motor Credit ShinHan Bank Total 2021 (July – September 2021) $ 1,895 $ 12,551 2022 (October 2021 – June 2022) 5,819 37,655 Total Current Portion $ 7,714 $ 50,206 $ 57,920 2022 (July – September 2022) $ 1,895 $ - 2023 7,947 - 2024 4,748 - 2025 - - Total LT Portion $ 14,590 $ - $ 14,590 Grand Total $ 22,304 $ 50,206 $ 72,510 Revenue Recognition We determine revenue recognition through the following steps in accordance with FASB Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, which we adopted as of October 1, 2018 on a modified retrospective basis: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Revenue is recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The adoption of Topic 606 did not have a material impact on our consolidated financial statements. Foreign Currency Translation The financial position and results of operations of each of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Revenues and expenses of each such subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity unless there is a sale or complete liquidation of the underlying foreign investment. Foreign currency translation adjustments comprising accumulated other comprehensive income (loss) amounted to $ (2,374) (59,510) Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Inventories Inventory, consisting principally of raw materials, work in process and finished goods held for production and sale, is stated at the lower of cost or net realizable value, cost being determined using the weighted average cost method. The Company reviews inventory levels at least quarterly and records a valuation allowance when appropriate. At June 30, 2021 and September 30, 2020, the carrying value of inventory of $ 428,856 245,370 SCHEDULE OF INVENTORY June 30, 2021 September 30, 2020 Raw materials $ 327,411 $ 176,231 Finished goods 101,445 69,139 Less – Inventory reserve - - Total $ 428,856 $ 245,370 Joint Venture On January 9, 2020, a joint venture agreement was signed between Industrial Marino, S.A. de C.V. ( 50 313,012 110,000 160,000 43,012 The Company accounts for NLA using the equity method of accounting since the management of day to day operations at NLA ultimately lies with the Company’s joint venture partner as the operations of NLA are based in its partners facilities and our partner appoints the Chairman of the joint Board. As of June 30, 2021, the only activity in NLA was the contribution of two machines as described above and other start up related activities. $ 4,077 |