SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
¨ 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
Nevada 38-3849791
___________________________________________________________________________________________
(State or other jurisdiction of incorporation or organization)
_____________________________________________________________________
(I.R.S. Employer Identification Number)
____________________________________________________________________
(Address of principal executive offices) (zip code)
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(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:
Titles of each class Name of each exchange on which registered None N/A
_____________________________________________________________________________________________________________________________________
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 x No ¨
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 |
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Accelerated filer |
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Non-accelerated filer |
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(Do not check if smaller reporting company) |
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Smaller reporting company |
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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
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ¨ No ¨
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of February 11, 2016, NuZee, Inc. had 30,464,951 shares of common stock outstanding.
PART I.
Item 1. Financial Statements.
(a) Balance Sheets as at December 31, 2015 (Unaudited) and September 30, 2014
(b) Statement of Operations for the three and nine months ended December 31, 2015 and 2014 (Unaudited).
(c) Statement of Cash Flows for the nine months ended December 31, 2015 and 2014 (Unaudited).
(d) Notes to Financial Statements (Unaudited).
Item 4. Controls and Procedures
PART II.
Item 1. Legal Proceedings
Item 1A. Risk Factors
2
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
This Quarterly Report on Form 10-Q of NuZee, Inc. contains “forward-looking statements” that may state our management’s plans, future events, objectives, current expectations, estimates, forecasts, assumptions or projections about the company and its business. Any statement in this report that is not a statement of historical fact is a forward-looking statement, and in some cases, words such as “believes,” “estimates,” “projects,” “expects,” “intends,” “may,” “anticipates,” “plans,” “seeks,” and similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual outcomes and results to differ materially from the anticipated outcomes or results. These statements are not guarantees of future performance, and undue reliance should not be placed on these statements. It is important to note that our actual results could differ materially from what is expressed in our forward-looking statements due to the risk factors described in the section of our Form 10-K filed on January 13, 2016 entitled “Risk Factors.”
We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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PART I.
Nuzee, Inc. BALANCE SHEET (Unaudited) | ||||||||||||||
December 31, 2015 |
September 30, 2015 | |||||||||||||
ASSETS |
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Current assets: |
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Cash |
$ 47,252 |
$ 107,678 | ||||||||||||
Accounts receivable |
14,345 |
18,205 | ||||||||||||
Inventories |
181,112 |
201,764 | ||||||||||||
Prepaid expenses and deposits |
21,708 |
21,532 | ||||||||||||
Total current assets |
264,417 |
349,179 | ||||||||||||
Equipment, net |
184,145 |
192,103 | ||||||||||||
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Total assets |
$ 448,562 |
$ 541,282 | ||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable |
$ 77,620 |
$ 65,522 | ||||||||||||
Convertible notes payable-related party |
600,000 |
600,000 | ||||||||||||
Other current liabilities |
387 |
607 | ||||||||||||
Total current liabilities |
678,007 |
666,129 | ||||||||||||
Stockholders' equity (deficit): |
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Preferred stock; 100,000,000 shares authorized, $0.00001 par value; 0 shares issued and outstanding |
- |
- | ||||||||||||
Common stock; 100,000,000 shares authorized, $0.00001 par value; 30,404,951 and 30,124,951 shares issued and outstanding |
304 |
301 | ||||||||||||
Additional paid in capital |
6,145,335 |
5,940,337 | ||||||||||||
Accumulated deficit |
(6,297,718) |
(5,988,119) | ||||||||||||
Less: treasury stock, at cost (2,016,000 shares held in treasury as of December 31, 2015 and September 30, 2015 ) |
(77,366) |
(77,366) | ||||||||||||
Total stockholders' equity (deficit) |
(229,445) |
(124,847) | ||||||||||||
Total liabilities and stockholders' equity (deficit) |
$ 448,562 |
$ 541,282 | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
F-1
Nuzee, Inc. STATEMENTS OF OPERATIONS (Unaudited) | ||||||||
Three Months Ended |
Three Months Ended | |||||||
Revenues |
$ 44,460 |
$ 41,016 | ||||||
Cost of sales |
29,065 |
35,517 | ||||||
Gross Profit |
15,395 |
5,499 | ||||||
Operating expenses |
321,573 |
306,980 | ||||||
Loss from operations |
(306,178) |
(301,481) | ||||||
Other income |
228 |
- | ||||||
Other expense |
(3,649) |
(800) | ||||||
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Net loss |
$ (309,599) |
$ (302,281) | ||||||
Basic and diluted loss per common share |
$ (0.01) |
$ (0.01) | ||||||
Basic and diluted weighted average number of common stock outstanding |
30,330,494 |
28,099,371 |
The accompanying notes are an integral part of these unaudited financial statements.
F-2
Nuzee, Inc. STATEMENTS OF CASH FLOWS (Unaudited) | |||||||
Three Months Ended |
Three Months Ended | ||||||
Operating activities: |
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Net loss |
$ (309,599) |
$ (302,281) | |||||
Adjustments to reconcile net loss to net cash |
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used by operating activities: |
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Depreciation |
10,488 |
1,618 | |||||
Option expense |
- |
17,992 | |||||
Warrant expense |
- |
9,134 | |||||
Change in operating assets and liabilities: |
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Accounts receivable |
3,860 |
321 | |||||
Inventories |
20,652 |
(33,082) | |||||
Prepaid expenses and deposits |
(176) |
24,473 | |||||
Accounts payable |
12,098 |
(5,004) | |||||
Other current liabilities |
(220) |
672 | |||||
Net cash used by operating activities |
(262,897) |
(286,157) | |||||
Investing activities: |
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Purchase of equipment |
(2,529) |
- | |||||
Net cash used by investing activities |
(2,529) |
- | |||||
Financing activities: |
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Proceeds from issuance of common stock |
205,000 |
13,200 | |||||
Proceeds from issuance of treasury stock |
- |
174,000 | |||||
Net cash provided by financing activities |
205,000 |
187,200 | |||||
Net change in cash |
(60,426) |
(98,957) | |||||
Cash, beginning of period |
107,678 |
238,160 | |||||
Cash, end of period |
$ 47,252 |
$ 139,203 | |||||
Supplemental disclosure of cash flow information: |
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Cash paid for interest |
$ - |
$ - | |||||
Cash paid for taxes |
$ 800 |
$ - |
The accompanying notes are an integral part of these unaudited financial statements.
F-3
Nuzee, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
December 31, 2015
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2. RELATED PARTY TRANSACTIONS
3. COMMON STOCK
4. STOCK OPTIONS
F-4
Stock Options | Exercise price | Intrinsic value | |
Outstanding at September 30, 2015 | 2,833,333 | $0.60 | - |
Granted | - | - | - |
Excised | - | - | - |
Forfeited | - | - | - |
Expired | - | - | - |
Outstanding at December 31, 2015 | (2,833,333) | $0.60 | - |
Total | - | - | - |
5. SUBSEQUENT EVENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward- looking statements. These forward-looking statements are subject to certain risk s and uncertainties that could cause actual results to differ materially from our predictions.
Short Term Goals (12 Months)
Over the next 9 months, the Company’s growth plans include continuing efforts to:
▪ Build a targeted distribution network for our Coffee Blenders functional beverages by signing the retailers that serve the K-cup and Coffee
replenishment channels;
▪ Increase awareness for Coffee Blenders through communications and sampling programs;
▪ Establish the NuZee brands top 3 in their product categories consistent with our mission of providing natural products that work.
We have retained and plan to expend our sales and marketing team who can immediately contribute to our network of US and international channels as such seeding our product becomes a near term priority. We have already started developing working relationships with key online and national distributors who serve the coffee and single-serve pod consumers. We plan to accelerate our traction by using manufacturer representatives with food and beverage experience.
In order to build distribution the Company is first determining the total distribution launch cost among the potential channels as each has their own upfront and recurring cost structure. Under investigation are the following company directed channels:
▪ Direct – coffeeblenders.com shopping via search and digital marketing
▪ E-commerce affiliates (such as Amazon)
▪ Select health and wellness retailers
▪ Key mass/grocery retailers
▪ Club/Other
Each of the above is compared using a host of costing parameters not limited to the following: product slotting fees, overall margin requirements, market development fees, return allowances, broadcast advertising and promotional marketing plans, in-store and channel detailing, product sampling and customer demoing as well as transportation and logistics cost, cross dock fees, shelf-life expiration swaps, and initial and recurring inventory loading levels.
In conjunction with the above channel assessment, the Company is also exploring custom and private labeling whereby the company licenses the product formulation, trademarks, and other assets in two ways:
Milestone |
Timing |
Est. Cost/Funding Source |
Finalize Products & Pricing - New Product |
October (Phase 3) - Ongoing |
$25,000 (Phase 3) |
Staff (retain and expand) |
January-June |
$10,000-20,000/Mo. Recurring Previous Sale of Equities |
Launch Market and Promotion Plan - PR - Sampling - Advertising |
Ongoing |
$500,000-$750,000 Annual Previous and Future Sale of Equities + Product Contribution |
Explore OEM/Private Label Opportunities |
Ongoing |
n/a |
1. Multi-Level Marketing (MLM) Firms – for example manufacturer on behalf of “Amway” for product extensions of their Great Value and Equate private brands.
2. Product Brands – for example license to “Maxwell House” the Coffee Blender product as a new product line extension to expand their single-serve business.
The Company plans going forward include the following milestones:
If we are unable to receive funding our plans will be dramatically and negatively impacted such that we will prioritize go to market strategies based on reduced operations and available capital.
Long Term Goals (Five Years)
The Company believes that there will be significant expansion opportunities in existing markets through new products as well as in new regions outside of the United States in a combination of market development and product licensing.
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The Company believes that our limited resources may pose a challenge to our expansion goals and therefore anticipates that it may require additional capital in future years to fund expansion. There can be no assurance that our expansion strategy will be accretive to our earnings within a reasonable period of time. However, the Company believes that it can improve its operational efficiencies and reduce the need for new capital by carefully managing the business based on the following economic fundamentals within accretive margin and cost contribution modeling.
Results of Operations
As of December 31, 2015, we generated net losses of $309,599. This loss was attributed to $321,573 of operating expenses. Compared with period end December 31, 2014, the overall net loss increased by $7,318 and operating expense increased by $14,593 .These operating expenses included costs associated with production, storage and delivery of our products as well as research and development of new products.
We are presently in the development phase of our new product platform for functional beverages and we can provide no assurance that we will be able to attain profitability.
From October 1, 2015 to December 31, 2015, we earned gross profit of $15,395 from sales of our products. The gross profit earned during same period of 2014 was $5,499. There has been an almost three times increase in earned gross profit. This increase was caused by both the raise of revenue and decrease of the overall cost of goods sold.
We expect sales in 2016 from our new products through a combination of direct to consumer through our website portal, product awareness as well as through affiliate online stores and retailers.
As of September 30, 2015 we had a cash balance of $107,678 and $47,252 at December 31, 2015. Total assets decreased by 17% from $541,282 at September 30, 2015 to $448,562 at December 31, 2014.
As of December 31, 2015 we had current liabilities of $678,007 and $666,129 at September 30, 2015. Accounts Payable increased by approximately 18 % to $77,620 as of December 31, 2015 from $65,522 at September 30, 2015.
Our current ratio decreased from 52% in September 30, 2015 to 39% as of December 31, 2015.
Our auditor has indicated that there is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenues, and if we are unable to generate significant revenue or secure financing, we may be required to cease or curtail our operations. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.
Our current cash balance as of December 31, 2015 is not sufficient to fund our operations for the next twelve months. Therefore, the Company intends to engage in additional financing through the sale of equity securities.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
As of the end of the period covered by this Report, the Company’s President, and principal financial officer (the “Certifying Officer”), evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the officer concluded that, as of the date of the evaluation, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management to allow timely decisions regarding required disclosure.
The Certifying Officer has also indicated that there were no changes in internal controls over financial reporting during the Company’s last fiscal quarter, and no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.
Our management, including the Certifying Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be Considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements Due to error or fraud may occur and not be detected.
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PART II.
Item 1A. Risk Factors
There have been no changes to our risk factors from those disclosed in our Form 10-K filed on January 13, 2016
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered Sales of Equity Securities during the quarter ending December 31, 2015.
Item 4. Mine Safety Disclosures Not applicable.
EXHIBIT NO. |
DESCRIPTION |
31.1* |
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as |
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adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as |
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adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* |
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 |
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U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act |
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of 2002 |
32.2* |
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as |
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adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101** Interactive Data Files
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRLTaxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: |
February 12, 2016 |
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NUZEE, INC. | |
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By: |
/s/ Masateru Higashida | |
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Masateru Higashida, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) |
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Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Masateru Higashida, certify that:
1. I have reviewed this report on Form 10-Q of NuZee, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: |
February 12, 2016 |
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NUZEE, INC. |
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By: |
/s/ Masateru Higashida |
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Masateru Higashida, President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer), Secretary, Treasurer and Director (Sole Officer and Director) |
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2
Exhibit 32.1
WRITTEN STATEMENT
PURSUANT TO
18 U.S.C. SECTION 1350
In connection with the Quarterly Report of NuZee, Inc. and its subsidiaries (the “Company”) on Form 10-Q for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the Company’s Chief Executive Officer, Masateru Higashida, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: |
February 12, 2016 |
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NUZEE, INC. |
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By: |
/s/ Masateru Higashida |
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Masateru Higashida, President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer), Secretary, Treasurer and Director (Sole Officer and Director) |
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Document And Entity Information - shares |
3 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Feb. 11, 2016 |
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Document and Entity Information [Abstract] | ||
Entity Registrant Name | NuZee, Inc. | |
Trading Symbol | NUZE | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 30,464,951 | |
Amendment Flag | false | |
Entity Central Index Key | 0001527613 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 |
NuZee, Inc. - Balance Sheets (Parentheticals) - $ / shares |
Dec. 31, 2015 |
Sep. 30, 2015 |
---|---|---|
Preferred stock; shares authorized | 100,000,000 | 100,000,000 |
Preferred stock; par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock; shares issued | 0 | 0 |
Preferred stock; shares outstanding | 0 | 0 |
Common stock; shares authorized, | 100,000,000 | 100,000,000 |
Common stock; par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock; shares issued | 30,404,951 | 30,124,951 |
Common stock; outstanding | 30,404,951 | 30,124,951 |
Less: treasury stock, held | 2,016,000 | 2,016,000 |
NuZee Inc. - Statements of Operations - USD ($) |
3 Months Ended | |
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Dec. 31, 2015 |
Dec. 31, 2014 |
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Revenues | $ 44,460 | $ 41,016 |
Cost of sales | 29,065 | 35,517 |
Gross Profit | 15,395 | 5,499 |
Operating expenses | 321,573 | 306,980 |
Loss from operations | (306,178) | (301,481) |
Other income | 228 | |
Other expense | (3,649) | (800) |
Net loss | $ (309,599) | $ (302,281) |
Basic and diluted loss per common share (in Dollars per share) | $ (0.01) | $ (0.01) |
Basic and diluted weighted average number of common stock outstanding (in Shares) | 30,330,494 | 28,099,371 |
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended |
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Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim financial statements of Nuzee, Inc. 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, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2015 as filed with the SEC. 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.The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has had recurring losses, large accumulated deficits, is dependent on the shareholder to provide additional funding for operating expenses and has no recurring revenues. These items raise substantial doubts about the Company’s ability to continue as a going concern.The Company believes that there will be significant expansion opportunities in existing markets through new products as well as in new regions outside of the United States in a combination of market development and product licensing. |
2. RELATED PARTY TRANSACTIONS |
3 Months Ended |
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Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 2. RELATED PARTY TRANSACTIONS During February 2015, the Company issued a secured convertible promissory note in the sum of $600,000 to Masateru Higashida, the Company’s major shareholder. Interest calculated at the annual rate of zero percent (0%) for the period until April 2016. If the outstanding principle and all accrued and unpaid interest on the debt hereof (the “Debt”) is not repaid by the Company in full by the Repayment Date, the Debt or any portion thereof may be converted at the option of the Holder, upon written notice to the Company at any time after the Repayment Date, into that number of shares of the Company’s Common Stock equal to the Debt or that portion thereof that the Holder elects to convert, divided by price per share of $0.51. This note shall by cancelled on the date of conversion of the entirety of the Debt |
3. COMMON STOCK |
3 Months Ended |
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Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 3. COMMON STOCK During October 2015, the Company sold 140,000 shares of common stock at $0.70 per share, for an aggregate purchase price of $98,000.During November 2015, the Company sold 50,000 shares of common stock at $0.70 per share, for an aggregate purchase price of $35,000.During December 2015, the Company sold 90,000 shares of common stock at $0.80 per share, for an aggregate purchase price of $72,000 |
4. STOCK OPTIONS |
3 Months Ended | ||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 4. STOCK OPTIONS During three months ended 2015, the Company committed to issue 242,500 options to employees and consultant for the services the next time the board approves for issuance.The new method of determination of granted is simplified method and no more usage of the Black-Scholes model.The following table summarizes common stock options issued and outstanding:
As of December 31, 2015, there were no options exercisable or outstanding. |
5. SUBSEQUENT EVENTS |
3 Months Ended |
---|---|
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 5. SUBSEQUENT EVENTS During January 2016, the Company granted 50,000 shares of treasury stock to a consultant at $0.30 per share, for an aggregate purchase price of $15,000.During January 2016, the Company sold 60,000 shares of common stock at $0.80 per share for an aggregate purchase price of $48, 000 |
4. STOCK OPTIONS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity [Table Text Block] |
|
2. RELATED PARTY TRANSACTIONS (Details) |
Feb. 02, 2015
USD ($)
$ / shares
|
---|---|
Related Party Transactions [Abstract] | |
Related Party Transaction, Amounts of Transaction | $ 600,000 |
Interest Expense, Related Party | $ 0.00 |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.51 |
3. COMMON STOCK (Details) - USD ($) |
1 Months Ended | ||||
---|---|---|---|---|---|
Jan. 02, 2016 |
Dec. 31, 2015 |
Nov. 30, 2015 |
Oct. 31, 2015 |
Jan. 05, 2016 |
|
Stockholders' Equity Note [Abstract] | |||||
Stock Issued During Period, Shares, New Issues | 60,000 | 90,000 | 50,000 | 140,000 | |
Shares Issued, Price Per Share | $ 0.80 | $ 0.80 | $ 0.70 | $ 0.70 | $ 0.30 |
Stock Issued During Period, Value, New Issues | $ 72,000 | $ 35,000 | $ 98,000 |
4. STOCK OPTIONS (Details) |
Dec. 31, 2015
USD ($)
|
---|---|
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 242,500 |
4. STOCK OPTIONS (Details) - The following table summarizes common stock options issued and outstanding: - $ / shares |
3 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2015 |
Sep. 30, 2015 |
|
The following table summarizes common stock options issued and outstanding: [Abstract] | ||
(2,833,333) | 2,833,333 | |
$ 0.60 | $ 0.60 |
5. SUBSEQUENT EVENTS (Details) - USD ($) |
1 Months Ended | |||||
---|---|---|---|---|---|---|
Jan. 05, 2016 |
Jan. 02, 2016 |
Dec. 31, 2015 |
Nov. 30, 2015 |
Oct. 31, 2015 |
Sep. 30, 2015 |
|
Subsequent Events [Abstract] | ||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 50,000 | |||||
Shares Issued, Price Per Share | $ 0.30 | $ 0.80 | $ 0.80 | $ 0.70 | $ 0.70 | |
Stock Issued During Period, Value, Treasury Stock Reissued | $ 15,000 | |||||
Stock Issued During Period, Shares, New Issues | 60,000 | 90,000 | 50,000 | 140,000 | ||
Common Stock, Value, Issued | $ 48,000 | $ 304 | $ 301 |
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