[General Information](index=1&type=section&id=General%20Information) NuZee, Inc. filed a Quarterly Report on Form 10-Q for Q2 2023, identifying as a non-accelerated, smaller reporting company with 776,739 shares outstanding [Filing Details](index=1&type=section&id=Filing%20Details) This section provides key administrative details regarding the company's regulatory filing status and outstanding common stock - The report is a Quarterly Report on Form 10-Q for the period ended June 30, 2023[2](index=2&type=chunk) - As of August 11, 2023, **776,739 shares** of common stock were outstanding[5](index=5&type=chunk) Filing Status | Category | Status | | :--- | :--- | | Filer Type | Non-accelerated filer ☒ | | Reporting Status | Smaller reporting company ☒ | | Emerging Growth Company | ☐ | | Shell Company | No ☒ | [Special Note Regarding Forward-Looking Statements](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD%20LOOKING%20STATEMENTS) This section cautions readers that the report contains forward-looking statements subject to inherent risks and uncertainties, which the company does not commit to update [Nature of Forward-Looking Statements](index=4&type=section&id=Nature%20of%20Forward-Looking%20Statements) The report contains forward-looking statements about future events and financial performance, subject to uncertainties, with no obligation for updates - The report includes forward-looking statements on future events and financial performance, subject to uncertainties that may cause actual results to differ materially[10](index=10&type=chunk) - The company undertakes no obligation to update or revise any forward-looking statements due to new information or future events[10](index=10&type=chunk) [Key Areas of Forward-Looking Statements](index=4&type=section&id=Key%20Areas%20of%20Forward-Looking%20Statements) Forward-looking statements encompass funding, capital, financial estimates, market conditions, competitive ability, strategic transactions, product development, and litigation outcomes - Forward-looking statements cover plans for obtaining funding, the expectation of needing additional capital beyond three months, and the accuracy of expense and revenue estimates[11](index=11&type=chunk) - Statements also cover the impact of economic conditions, evolving coffee preferences, market size and growth, competitive ability, and anticipated results of strategic transactions[11](index=11&type=chunk) - Other areas include the ability to develop innovative products, expand co-packing services, reliance on third-party partners, regulatory developments, retention of key personnel, intellectual property protection, corporate infrastructure, litigation outcomes, and overall financial performance[11](index=11&type=chunk)[13](index=13&type=chunk) [PART I. Financial Information](index=5&type=section&id=PART%20I) This section presents NuZee's unaudited consolidated financial statements and management's discussion and analysis for the quarter ended June 30, 2023 [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents NuZee's unaudited consolidated financial statements, including balance sheets, statements of operations, comprehensive income, stockholders' equity, and cash flows [Consolidated Balance Sheets (unaudited)](index=6&type=section&id=Consolidated%20Balance%20Sheets%20(unaudited)) The unaudited consolidated balance sheets show NuZee's financial position, highlighting significant decreases in cash and total equity - Cash significantly decreased by over **60%** from **$8.3 million to $3.3 million**, leading to a **50% reduction in total current assets** and a **46.6% decrease in total assets**[15](index=15&type=chunk) - Total stockholders' equity declined by **57.27%** from **$9.7 million to $4.2 million**[15](index=15&type=chunk) Consolidated Balance Sheet Highlights | Metric | June 30, 2023 | September 30, 2022 | Change (Absolute) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Cash | $3,280,425 | $8,315,053 | $(5,034,628) | -60.55% | | Total current assets | $5,059,532 | $10,156,079 | $(5,096,547) | -50.18% | | Total assets | $6,255,962 | $11,711,374 | $(5,455,412) | -46.58% | | Total current liabilities | $1,879,038 | $1,599,938 | $279,100 | 17.44% | | Total liabilities | $2,093,267 | $1,968,575 | $124,692 | 6.33% | | Total stockholders' equity | $4,162,695 | $9,742,799 | $(5,580,104) | -57.27% | [Consolidated Statements of Operations (unaudited)](index=7&type=section&id=Consolidated%20Statements%20of%20Operations%20(unaudited)) The unaudited consolidated statements of operations detail NuZee's revenue, costs, and net loss for the three and nine months ended June 30, 2023 - For the three months ended June 30, 2023, revenue decreased by **16.20%**, gross profit turned positive, and net loss decreased by **23.10%**[17](index=17&type=chunk) - For the nine months ended June 30, 2023, revenue increased by **2.30%**, gross profit turned positive, and net loss decreased by **28.69%**[17](index=17&type=chunk) Consolidated Statements of Operations Highlights (Three Months Ended June 30) | Metric | June 30, 2023 | June 30, 2022 | Change (Absolute) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $648,607 | $774,019 | $(125,412) | -16.20% | | Cost of sales | $596,454 | $857,672 | $(261,218) | -30.46% | | Gross profit (loss) | $52,153 | $(83,653) | $135,806 | -162.35% | | Operating expenses | $2,067,915 | $2,546,608 | $(478,693) | -18.79% | | Net loss | $(2,025,337) | $(2,633,892) | $608,555 | -23.10% | | Basic and diluted loss per common share | $(2.63) | $(4.77) | $2.14 | -44.86% | Consolidated Statements of Operations Highlights (Nine Months Ended June 30) | Metric | June 30, 2023 | June 30, 2022 | Change (Absolute) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $2,566,121 | $2,508,345 | $57,776 | 2.30% | | Cost of sales | $2,401,806 | $2,575,646 | $(173,840) | -6.75% | | Gross profit (loss) | $164,315 | $(67,301) | $231,616 | -344.15% | | Operating expenses | $6,328,044 | $8,554,276 | $(2,226,232) | -26.02% | | Net loss | $(6,176,416) | $(8,661,792) | $2,485,376 | -28.69% | | Basic and diluted loss per common share | $(8.62) | $(16.41) | $7.79 | -47.47% | [Consolidated Statements of Comprehensive Income (Loss) (unaudited)](index=8&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)%20(unaudited)) The unaudited consolidated statements of comprehensive income (loss) present net loss and other comprehensive income components - For the nine months ended June 30, 2023, comprehensive loss was **$(6,123,129)**, an improvement from **$(8,681,396)**, primarily due to a positive foreign currency translation adjustment of **$53,287**[20](index=20&type=chunk) Consolidated Statements of Comprehensive Income (Loss) Highlights | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Nine Months Ended June 30, 2023 | Nine Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(2,025,337) | $(2,633,892) | $(6,176,416) | $(8,661,792) | | Foreign currency translation | $(19,331) | $(45,197) | $53,287 | $(19,604) | | Total other comprehensive income (loss), net of tax | $(19,331) | $(45,197) | $53,287 | $(19,604) | | Comprehensive loss | $(2,044,668) | $(2,679,089) | $(6,123,129) | $(8,681,396) | [Consolidated Statements of Stockholders' Equity (unaudited)](index=9&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity%20(unaudited)) The unaudited consolidated statements of stockholders' equity detail changes in equity components, including accumulated deficit and additional paid-in capital - Total stockholders' equity decreased by **$5,580,104** from September 30, 2022, to June 30, 2023, primarily due to increased accumulated deficit from net losses[23](index=23&type=chunk) - Additional paid-in capital increased by **$543,024**, reflecting stock option expense, restricted stock compensation, and common stock issued for services[23](index=23&type=chunk) Consolidated Statements of Stockholders' Equity Highlights | Metric | September 30, 2022 | June 30, 2023 | Change (Absolute) | | :--- | :--- | :--- | :--- | | Total Stockholders' Equity | $9,742,799 | $4,162,695 | $(5,580,104) | | Accumulated Deficit | $(64,622,520) | $(70,798,936) | $(6,176,416) | | Additional Paid-in Capital | $74,281,418 | $74,824,442 | $543,024 | | Shares Issued and Outstanding | 676,229 | 776,739 | 100,510 | [Consolidated Statements of Cash Flows (unaudited)](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20(unaudited)) The unaudited consolidated statements of cash flows summarize cash movements from operating, investing, and financing activities - Net cash used in operating activities improved by **$651,919**, from **$(5,677,298)** in 2022 to **$(5,025,379)** in 2023[27](index=27&type=chunk) - Net cash used in investing activities significantly decreased from **$(627,593)** in 2022 to **$(34,875)** in 2023, primarily due to the Dripkit acquisition in the prior year[27](index=27&type=chunk) - Financing activities shifted from providing **$3,031,640** in 2022 to using **$(27,661)** in 2023, mainly due to non-recurring proceeds from prior year stock/warrant issuances[27](index=27&type=chunk) Consolidated Statements of Cash Flows Highlights (Nine Months Ended June 30) | Activity | June 30, 2023 | June 30, 2022 | Change (Absolute) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(5,025,379) | $(5,677,298) | $651,919 | | Net cash used in investing activities | $(34,875) | $(627,593) | $592,718 | | Net cash provided by (used in) financing activities | $(27,661) | $3,031,640 | $(3,059,301) | | Net change in cash | $(5,034,628) | $(3,292,855) | $(1,741,773) | | Cash, end of period | $3,280,425 | $7,523,099 | $(4,242,674) | [Notes to Consolidated Financial Statements (unaudited)](index=13&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20(unaudited)) These notes provide detailed explanations and disclosures supporting the unaudited consolidated financial statements, covering accounting policies, business combinations, and equity activities [1. Basis of Presentation and Summary of Significant Accounting Policies](index=13&type=section&id=1.%20BASIS%20OF%20PRESENTATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details GAAP compliance, consolidation principles, reverse stock split adjustments, going concern status, and key accounting policies for revenue, leases, and equity investments - The financial statements are prepared in accordance with GAAP and include wholly-owned subsidiaries NuZee KOREA Ltd. and NuZee Investment Co., Ltd[30](index=30&type=chunk)[31](index=31&type=chunk) - A **1-for-35 reverse stock split** was completed on December 28, 2022, with all share and per share information retroactively adjusted[33](index=33&type=chunk)[34](index=34&type=chunk) - The company has recurring losses and an accumulated deficit of approximately **$71 million** as of June 30, 2023, raising substantial doubt about its ability to continue as a going concern[38](index=38&type=chunk)[39](index=39&type=chunk) - The company accounts for its joint venture, NuZee LATIN AMERICA (NLA), S.A. de C.V., using the equity method, recognizing losses of **$5,350** and **$4,215** for the nine months ended June 30, 2023 and 2022, respectively[57](index=57&type=chunk)[58](index=58&type=chunk) Major Customers Revenue Concentration (Nine Months Ended June 30, 2023) | Customer Name | Sales Amount | % of Total Revenue | Accounts Receivable Amount | % of Total Accounts Receivable | | :--- | :--- | :--- | :--- | :--- | | Customer CL | $391,232 | 15% | $94,847 | 44% | | Customer CN | $426,748 | 17% | $22,064 | 10% | Major Customers Revenue Concentration (Nine Months Ended June 30, 2022) | Customer Name | Sales Amount | % of Total Revenue | Accounts Receivable Amount | % of Total Accounts Receivable | | :--- | :--- | :--- | :--- | :--- | | Customer WP | $660,997 | 26% | $239,579 | 42% | | Customer CU | $252,137 | 10% | $52,564 | 9% | | Customer S | $242,580 | 10% | $62,590 | 11% | [2. Geographic Concentration](index=18&type=section&id=2.%20GEOGRAPHIC%20CONCENTRATION) NuZee operates in North America and South Korea, with South Korea's net revenue significantly increasing while North America's decreased for the nine months ended June 30, 2023 - South Korea's net revenue increased by **166.65%** for the nine months ended June 30, 2023, while North America's revenue decreased by **36.25%**[61](index=61&type=chunk) Net Revenue by Geographic Segment (Nine Months Ended June 30) | Segment | June 30, 2023 | June 30, 2022 | Change (Absolute) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | North America | $1,295,338 | $2,031,781 | $(736,443) | -36.25% | | South Korea | $1,270,783 | $476,564 | $794,219 | 166.65% | | Total | $2,566,121 | $2,508,345 | $57,776 | 2.30% | Property and Equipment, Net by Geographic Segment | Segment | June 30, 2023 | September 30, 2022 | Change (Absolute) | | :--- | :--- | :--- | :--- | | North America | $215,756 | $378,546 | $(162,790) | | South Korea | $143,449 | $144,865 | $(1,416) | | Japan | $805 | $1,664 | $(859) | | Total | $360,010 | $525,075 | $(165,065) | [3. Business Combinations (Dripkit Acquisition)](index=18&type=section&id=3.%20BUSINESS%20COMBINATIONS) NuZee acquired Dripkit, Inc. for **$876,176** in February 2022, recognizing goodwill that was fully impaired by September 2022, with Dripkit contributing **$144,884** in revenue and a net loss of **$385,617** for the nine months ended June 30, 2023 - NuZee acquired Dripkit, Inc. on February 25, 2022, for an acquisition accounting purchase price of **$876,176**[62](index=62&type=chunk) - Goodwill of **$531,412** recognized from the acquisition was fully impaired to **$0** by September 30, 2022[68](index=68&type=chunk) - Dripkit contributed **$144,884** in revenue and a net loss of **$385,617** to NuZee's consolidated statement of operations for the nine months ended June 30, 2023[69](index=69&type=chunk) Dripkit Acquisition Purchase Price Allocation | Item | Amount | | :--- | :--- | | Total purchase price | $876,176 | | Inventory acquired | $9,664 | | Property and equipment acquired | $5,100 | | Identifiable intangible assets acquired | $330,000 | | Total assets acquired | $344,764 | | Goodwill | $531,412 | [4. Intangible Assets](index=20&type=section&id=4.%20INTANGIBLE%20ASSETS) As of June 30, 2023, NuZee's intangible assets primarily comprised tradenames with a net value of **$117,500**, incurring **$22,500** in amortization expense - Amortization expense for intangible assets was **$22,500** for the nine months ended June 30, 2023[74](index=74&type=chunk) Intangible Assets as of June 30, 2023 | Asset | Amortization Period (Years) | Gross | Accumulated Amortization | Net | | :--- | :--- | :--- | :--- | :--- | | Tradenames | 5 | $140,000 | $22,500 | $117,500 | [5. Issuance of Equity Securities](index=20&type=section&id=5.%20ISSUANCE%20OF%20EQUITY%20SECURITIES) This note details the issuance of restricted stock and common stock for services, including **80,609 restricted shares** granted and **13,500 common shares** issued for consulting, incurring **$176,775** and **$135,870** in compensation expense, respectively - Common stock compensation expense for restricted shares was **$176,775** for the nine months ended June 30, 2023, compared to **$71,916** in 2022[75](index=75&type=chunk) - **58,619 performance-based restricted shares** were granted, but management estimates Fiscal Year 2023 performance goals will not be achieved, resulting in **$0** compensation expense[76](index=76&type=chunk)[77](index=77&type=chunk) - The company issued **13,500 shares** of common stock for services to third-party professional services providers, recognizing **$135,870** in compensation expense for the nine months ended June 30, 2023[80](index=80&type=chunk)[81](index=81&type=chunk) Restricted Common Shares Activity (Nine Months Ended June 30) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Number of shares outstanding at September 30 | 3,370 | - | | Restricted shares granted | 80,609 | 3,370 | | Restricted shares forfeited | (2,458) | - | | Restricted shares vested | (3,370) | - | | Number of shares outstanding at June 30 | 78,151 | 3,370 | [6. Stock Options and Warrants](index=21&type=section&id=6.%20STOCK%20OPTIONS%20AND%20WARRANTS) This note summarizes stock option and warrant activity, with **12,186 stock options** forfeited and expense significantly reduced to **$190,380** for the nine months ended June 30, 2023 - Stock option expense decreased significantly to **$190,380** for the nine months ended June 30, 2023, from **$2,687,529** in the prior year[83](index=83&type=chunk) Stock Option Activity (Nine Months Ended June 30, 2023) | Metric | Number of Shares Issuable | Weighted Average Exercise Price | | :--- | :--- | :--- | | Outstanding at October 1, 2022 | 113,650 | $149.88 | | Forfeited and expired | (12,186) | $118.02 | | Outstanding at June 30, 2023 | 101,464 | $154.48 | | Exercisable at June 30, 2023 | 70,146 | $174.03 | Warrant Activity (Nine Months Ended June 30, 2023) | Metric | Number of Shares Issuable | Weighted Average Exercise Price | | :--- | :--- | :--- | | Outstanding at September 30, 2022 | 152,398 | $158.24 | | Outstanding at June 30, 2023 | 152,398 | $158.24 | | Exercisable at June 30, 2023 | 152,398 | $158.24 | [7. Contingency (Steeped Litigation)](index=22&type=section&id=7.%20CONTINGENCY) NuZee has accrued **$150,000** for litigation costs related to an ongoing trademark infringement complaint from Steeped, Inc., based on a declined settlement proposal - NuZee has accrued **$150,000** for litigation costs related to an ongoing trademark infringement complaint from Steeped, Inc[87](index=87&type=chunk) - The accrual is based on an initial settlement proposed by the opposing party, which NuZee declined[87](index=87&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses NuZee's financial condition and results, covering revenue, costs, net loss, liquidity, and cash flows, highlighting its specialty coffee and co-packing business [Overview](index=23&type=section&id=Overview) NuZee is a specialty coffee company and leading co-packer, expanding its product portfolio and exploring strategic partnerships while operating on a tolling arrangement model - NuZee is a specialty coffee company and a leading co-packer of single-serve pour-over and coffee brew bag products in the US, with operations in Korea and a joint venture in Latin America[88](index=88&type=chunk) - The company expanded its product portfolio with DRIPKIT pour-over products through the acquisition of Dripkit, Inc[88](index=88&type=chunk) - NuZee operates on a tolling arrangement model, receiving a per-package fee for co-packing services, benefiting from customer success while avoiding inventory risks[89](index=89&type=chunk) - The company sells NuZee branded single-serve coffee products and is exploring strategic partnerships and acquisitions to expand its portfolio and market reach[90](index=90&type=chunk)[91](index=91&type=chunk) [2022 Reverse Stock Split](index=23&type=section&id=2022%20Reverse%20Stock%20Split) Stockholders approved a 1-for-35 reverse stock split, which became effective on December 28, 2022 - A **1-for-35 reverse stock split** was approved by stockholders on December 9, 2022, and became effective on December 28, 2022[92](index=92&type=chunk) [Impact of the COVID-19 Pandemic](index=23&type=section&id=Impact%20of%20the%20COVID-19%20Pandemic) The COVID-19 pandemic has not significantly impacted operations to date, but may affect customer payment ability and working capital - The COVID-19 pandemic has not significantly affected business or operations to date, with adverse effects mitigated by alternative suppliers[93](index=93&type=chunk) - However, the crisis may adversely affect customer payment ability, impacting cash flows and requiring increased working capital[93](index=93&type=chunk) [Geographic Concentration](index=24&type=section&id=Geographic%20Concentration) This section analyzes net revenues by geographic area, showing a significant increase in Asia and a decrease in North America for the reported periods - North American net revenues decreased significantly for both the three-month (**-54.22%**) and nine-month (**-36.25%**) periods, while Asian net revenues saw substantial increases (**150.82%** and **166.65%** respectively)[95](index=95&type=chunk)[96](index=96&type=chunk) Net Revenues by Geographic Operations (Three Months Ended June 30) | Geographic Area | June 30, 2023 | June 30, 2022 | Change (Absolute) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | North America | $288,621 | $630,496 | $(341,875) | -54.22% | | Asia | $359,986 | $143,523 | $216,463 | 150.82% | Net Revenues by Geographic Operations (Nine Months Ended June 30) | Geographic Area | June 30, 2023 | June 30, 2022 | Change (Absolute) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | North America | $1,295,338 | $2,031,781 | $(736,443) | -36.25% | | Asia | $1,270,783 | $476,564 | $794,219 | 166.65% | [Results of Operations](index=24&type=section&id=Results%20of%20Operations) This section compares NuZee's financial performance for the three and nine months ended June 30, 2023, against the prior year, detailing revenue, gross profit, and net loss - NuZee entered into a five-year global licensing agreement with Stone Brewing to co-manufacture and distribute specialist coffee products nationwide[97](index=97&type=chunk) - The company established a long-term relationship with Corberosa Premium Air-Roasted Coffee to produce and distribute its air-roasted coffees using the brew bag format[97](index=97&type=chunk) - NuZee secured its first private label agreement with Wakefern Food Corp. for single-serve coffee brew-bag products[98](index=98&type=chunk) - A manufacturing agreement with a California-based coffee roaster was signed to expand the West Coast manufacturing footprint and test TiMELESS® technology[99](index=99&type=chunk) [Comparison of three months ended June 30, 2023 and 2022](index=25&type=section&id=Comparison%20of%20three%20months%20ended%20June%2030,%202023%20and%202022) This section compares NuZee's financial performance for the three months ended June 30, 2023, and 2022, focusing on revenue, gross profit, and net loss - Revenue decreased by **16%** due to customers pushing out orders in the US[102](index=102&type=chunk) - Gross profit improved significantly from a loss of **$(83,653)** to a profit of **$52,153**, with gross margin increasing from **-11% to 8%**, primarily due to decreased production salaries and temporary labor[103](index=103&type=chunk) - Operating expenses decreased by **19%**, mainly attributable to a **$441,721 decrease** in stock-based compensation expense[104](index=104&type=chunk) - Net loss decreased by **23%** to **$(2,025,337)**, driven by lower stock-based compensation expense[105](index=105&type=chunk) Financial Performance (Three Months Ended June 30) | Metric | June 30, 2023 | June 30, 2022 | Change (Absolute) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $648,607 | $774,019 | $(125,412) | -16% | | Cost of sales | $596,454 | $857,672 | $(261,218) | -30% | | Gross profit (loss) | $52,153 | $(83,653) | $135,806 | -162% | | Gross profit (loss) % | 8% | -11% | 19% | - | | Operating Expenses | $2,067,915 | $2,546,608 | $(478,693) | -19% | | Net Loss | $(2,025,337) | $(2,633,892) | $608,555 | -23% | [Comparison of nine months ended June 30, 2023 and 2022](index=25&type=section&id=Comparison%20of%20nine%20months%20ended%20June%2030,%202023%20and%202022) This section compares NuZee's financial performance for the nine months ended June 30, 2023, and 2022, focusing on revenue, gross profit, and net loss - Revenue increased by **2%**, primarily driven by increased revenue in South Korea from a new co-packing arrangement and increased orders from an existing customer[107](index=107&type=chunk) - Gross profit improved significantly from a loss of **$(67,301)** to a profit of **$164,315**, with gross margin increasing from **-3% to 6%**, mainly due to decreased labor costs in South Korea and reduced production/temporary labor in North America[108](index=108&type=chunk) - Operating expenses decreased by **26%**, primarily due to a **$2,256,420 decrease** in stock-based compensation expense[109](index=109&type=chunk) - Net loss decreased by **29%** to **$(6,176,416)**, mainly attributable to the decrease in stock-based compensation expense[110](index=110&type=chunk) Financial Performance (Nine Months Ended June 30) | Metric | June 30, 2023 | June 30, 2022 | Change (Absolute) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $2,566,121 | $2,508,345 | $57,776 | 2% | | Cost of sales | $2,401,806 | $2,575,646 | $(173,840) | -7% | | Gross profit (loss) | $164,315 | $(67,301) | $231,616 | -344% | | Gross profit (loss) % | 6% | -3% | 9% | - | | Operating Expenses | $6,328,044 | $8,554,276 | $(2,226,232) | -26% | | Net Loss | $(6,176,416) | $(8,661,792) | $2,485,376 | -29% | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses NuZee's liquidity position, capital needs, and ability to fund operations, highlighting recurring losses and the need for additional capital - The company has incurred significant losses since inception, with an accumulated deficit of approximately **$71 million** as of June 30, 2023, and has not yet achieved profitability[111](index=111&type=chunk) - As of June 30, 2023, the cash balance was **$3,280,425**, expected to fund operations for only about three months from August 11, 2023[113](index=113&type=chunk) - NuZee intends to raise additional capital through public or private equity offerings to support operations beyond the next three months, acknowledging potential funding availability challenges[115](index=115&type=chunk) - Inability to raise additional funds would adversely affect operations and business strategy, with current capital insufficient for the next twelve months, raising substantial doubt about going concern[116](index=116&type=chunk)[117](index=117&type=chunk) [Contractual Obligations](index=28&type=section&id=Contractual%20Obligations) This section outlines NuZee's significant contractual cash requirements, including lease liabilities and loan payments, as of June 30, 2023 - As of June 30, 2023, significant contractual cash requirements for lease liabilities and loan payments totaled approximately **$499,916**[118](index=118&type=chunk) - Of the total contractual obligations, **$332,910** is payable within 12 months as of June 30, 2023[118](index=118&type=chunk) - The company had no purchase obligations as of June 30, 2023[118](index=118&type=chunk) [Summary of Cash Flows](index=28&type=section&id=Summary%20of%20Cash%20Flows) This section summarizes NuZee's cash flows from operating, investing, and financing activities for the nine months ended June 30, 2023 - Cash used in operating activities decreased by **$651,919**, from **$(5,677,298)** in 2022 to **$(5,025,379)** in 2023[120](index=120&type=chunk) - Cash used in investing activities significantly decreased from **$(627,593)** in 2022 to **$(34,875)** in 2023, primarily due to the Dripkit acquisition and equipment purchases in the prior year[121](index=121&type=chunk) - Financing activities shifted from providing **$3,031,640** in 2022 to using **$(27,661)** in 2023, primarily due to loan and lease repayments[122](index=122&type=chunk) Summary of Cash Flows (Nine Months Ended June 30) | Activity | June 30, 2023 | June 30, 2022 | | :--- | :--- | :--- | | Cash used in operating activities | $(5,025,379) | $(5,677,298) | | Cash used in investing activities | $(34,875) | $(627,593) | | Cash provided by (used in) financing activities | $(27,661) | $3,031,640 | | Effect of foreign exchange on cash | $53,287 | $(19,604) | | Net change in cash | $(5,034,628) | $(3,292,855) | [Critical Accounting Policies and Estimates](index=28&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section confirms no material changes to critical accounting policies and estimates during the reported periods - No significant and material changes occurred in critical accounting policies and estimates during the three and nine months ended June 30, 2023, compared to the prior Annual Report on Form 10-K[124](index=124&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, NuZee, Inc. is exempt from providing quantitative and qualitative disclosures about market risk - NuZee, Inc. is a smaller reporting company and is not required to provide disclosures about market risk[125](index=125&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes in internal control over financial reporting during the quarter - Management, including the CEO and Interim CFO, concluded that disclosure controls and procedures were effective as of June 30, 2023[127](index=127&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2023[128](index=128&type=chunk) [PART II. Other Information](index=29&type=section&id=PART%20II) This section provides other information, including legal proceedings, risk factors, equity security sales, and exhibits [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) This section details ongoing legal proceedings against NuZee, Inc., including litigation from Next Vision, Steeped, and a former employee, which the company intends to vigorously defend - Next Vision, Inc. filed a complaint alleging breach of contract, improper six-month restriction on resale of shares, and overstated income on IRS Form 1099-B[130](index=130&type=chunk) - Steeped, Inc. filed a new complaint alleging breach of a prior settlement agreement and trademark infringement, seeking injunctions, damages, and attorney's fees[133](index=133&type=chunk) - A former employee, Rosaline Curtin, filed a complaint alleging harassment, gender discrimination, retaliation, and wrongful termination[135](index=135&type=chunk) - NuZee believes the allegations are without merit and intends to defend vigorously, but cannot predict the outcome of these litigations[132](index=132&type=chunk)[135](index=135&type=chunk)[137](index=137&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred to the risk factors previously disclosed in the Annual Report on Form 10-K filed on December 23, 2022 - No material changes to risk factors from the Annual Report on Form 10-K filed on December 23, 2022[138](index=138&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2023, NuZee issued **13,500 shares** of common stock to a third-party professional services provider for consulting, relying on Section 4(a)(2) and/or Regulation D exemptions - On January 6, 2023, **6,000 shares** of common stock were issued to a third-party professional services provider for consulting advice[139](index=139&type=chunk) - On June 20, 2023, an additional **7,500 shares** of common stock were issued to a third-party professional services provider for consulting advice[140](index=140&type=chunk) - Both issuances relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D[139](index=139&type=chunk)[140](index=140&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities occurred during the reported period - No defaults upon senior securities[141](index=141&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No mine safety disclosures were required for the reported period - No mine safety disclosures[142](index=142&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2023 - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2023[143](index=143&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, equity plans, and CEO/CFO certifications - Exhibits include amendments to Articles of Incorporation, Third Amended and Restated Bylaws, and the NuZee, Inc. 2023 Equity Incentive Plan[144](index=144&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 and Section 302/906 of the Sarbanes-Oxley Act of 2002 are included[145](index=145&type=chunk) - Inline XBRL documents for taxonomy extension schema, calculation, definition, label, and presentation linkbase are also part of the exhibits[145](index=145&type=chunk) [SIGNATURES](index=33&type=section&id=SIGNATURES) This section contains the official signatures of the principal executive and financial officers, certifying the report [Report Signatories](index=33&type=section&id=Report%20Signatories) The report was signed on August 11, 2023, by Masateru Higashida, CEO, and Shana Bowman, Interim CFO - The report was signed on August 11, 2023[150](index=150&type=chunk) - Signatories include Masateru Higashida, Chief Executive Officer and President, and Shana Bowman, Interim Chief Financial Officer[150](index=150&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Commission File No. 001-39338 NUZEE, INC. (exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 38-3849791 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per ...

[Filing Information](index=1&type=section&id=Filing%20Information) This section details the filing specifics for NuZee, Inc.'s Form 10-Q, including its period, registrant information, and filer status [Form 10-Q Details](index=1&type=section&id=Form%2010-Q%20Details) This Quarterly Report (Form 10-Q) for NuZee, Inc. covers the period ended December 31, 2022, under Commission File No. 001-39338 - Filing Type: **Quarterly Report (Form 10-Q)**[2](index=2&type=chunk) - Period Ended: **December 31, 2022**[2](index=2&type=chunk) - Registrant: **NUZEE, INC.**[2](index=2&type=chunk) [Registrant Details and Filer Status](index=1&type=section&id=Registrant%20Details%20and%20Filer%20Status) NuZee, Inc., incorporated in Nevada with offices in Richardson, Texas, is a Non-accelerated and Smaller reporting company, with 691,088 shares outstanding as of February 7, 2023 - State of Incorporation: **Nevada**[2](index=2&type=chunk) - Principal Executive Offices: **1350 East Arapaho Road, Suite 230, Richardson, Texas 75081**[3](index=3&type=chunk) Filer Status | Filer Status | Status | | :-------------------- | :-------- | | Large accelerated filer | ☐ | | Accelerated Filer | ☐ | | Non-accelerated filer | ☒ | | Smaller reporting company | ☒ | | Emerging growth company | ☐ | - Common Stock Outstanding (as of Feb 7, 2023): **691,088 shares**[5](index=5&type=chunk) [Special Note Regarding Forward-Looking Statements](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD%20LOOKING%20STATEMENTS) This section clarifies the nature and scope of forward-looking statements within the report, emphasizing their inherent uncertainties and the company's non-obligation to update them [Nature of Forward-Looking Statements](index=4&type=section&id=Nature%20of%20Forward-Looking%20Statements) Forward-looking statements in this report reflect NuZee, Inc.'s future views, are subject to material uncertainties, and the company disclaims any obligation to update them - Forward-looking statements are included within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934[11](index=11&type=chunk) - Such statements reflect the Company's views on future events and financial performance, but are subject to uncertainties that could cause actual results to differ materially[11](index=11&type=chunk) - The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise[11](index=11&type=chunk) [Key Areas of Forward-Looking Statements](index=4&type=section&id=Key%20Areas%20of%20Forward-Looking%20Statements) Forward-looking statements encompass future funding, capital, financial estimates, Nasdaq compliance, economic impacts, market trends, competition, strategic outcomes, revenues, innovation, manufacturing, third-party reliance, regulatory developments, personnel, intellectual property, infrastructure, litigation, and overall financial performance - Plans to obtain funding for operations and continue as a going concern[12](index=12&type=chunk) - Expectation that existing capital resources will be sufficient for the next nine months, with additional capital needed beyond that[12](index=12&type=chunk) - Accuracy of estimates regarding expenses, future revenue, capital requirements, and needs for additional financing[12](index=12&type=chunk) - Ability to maintain compliance with Nasdaq Capital Market listing requirements[12](index=12&type=chunk) - Impact of general economic, business, and political conditions, including macroeconomic conditions from pandemics like COVID-19[12](index=12&type=chunk) - Evolving coffee preferences in North America and East Asia[12](index=12&type=chunk) - Size and growth of markets for products and co-packing services[12](index=12&type=chunk) - Ability to compete with companies producing similar products or providing similar co-packing services[12](index=12&type=chunk) - Ability to successfully achieve anticipated results of strategic transactions[12](index=12&type=chunk) - Expectation regarding future co-packing revenues[12](index=12&type=chunk) - Ability to develop or offer innovative new products and services, and expand co-packing services[12](index=12&type=chunk) - Expectations regarding additional manufacturing, coffee roasting, and co-packing capabilities through manufacturing partners[12](index=12&type=chunk) - Reliance on third-party roasters or manufacturing partners[12](index=12&type=chunk) - Regulatory developments in the U.S. and non-U.S. countries[12](index=12&type=chunk) - Ability to retain key management, sales, and marketing personnel[12](index=12&type=chunk) - Scope of protection for intellectual property rights[12](index=12&type=chunk) - Ability to develop and maintain corporate infrastructure, including internal control over financial reporting[12](index=12&type=chunk) - Outcome of pending, threatened, or future litigation[12](index=12&type=chunk) - Financial performance[15](index=15&type=chunk) [PART I - Financial Information](index=5&type=section&id=PART%20I) This section presents NuZee, Inc.'s unaudited consolidated financial statements and management's discussion and analysis for the quarter ended December 31, 2022 [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents NuZee, Inc.'s unaudited consolidated financial statements, including balance sheets, statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, with detailed notes for the period ended December 31, 2022 [Consolidated Balance Sheets (unaudited)](index=5&type=section&id=Consolidated%20Balance%20Sheets%20(unaudited)) The unaudited consolidated balance sheets show a decrease in total assets and stockholders' equity for NuZee, Inc. from September 30, 2022, to December 31, 2022 Consolidated Balance Sheet Highlights | Metric | December 31, 2022 | September 30, 2022 | | :---------------------- | :---------------- | :----------------- | | Cash | $6,491,819 | $8,315,053 | | Total current assets | $8,611,887 | $10,156,079 | | Total assets | $10,048,982 | $11,711,374 | | Total current liabilities | $1,829,928 | $1,599,938 | | Total liabilities | $2,113,859 | $1,968,575 | | Total stockholders' equity | $7,935,123 | $9,742,799 | - Total assets decreased by approximately **$1.66 million** from September 30, 2022, to December 31, 2022[17](index=17&type=chunk) - Total stockholders' equity decreased by approximately **$1.81 million** over the quarter[17](index=17&type=chunk) [Consolidated Statements of Operations (unaudited)](index=7&type=section&id=Consolidated%20Statements%20of%20Operations%20(unaudited)) NuZee, Inc. reported an 11.5% increase in net revenues and a 391.4% increase in gross profit, leading to a 22.1% reduction in net loss for the three months ended December 31, 2022, compared to the prior year Consolidated Statements of Operations Highlights (Three Months Ended December 31) | Metric | 2022 | 2021 | Change (YoY) | % Change (YoY) | | :-------------------------- | :------------ | :------------ | :------------ | :------------- | | Revenues, net | $1,136,348 | $1,019,253 | $117,095 | 11.5% | | Cost of sales | $1,060,816 | $1,003,882 | $56,934 | 5.7% | | Gross profit | $75,532 | $15,371 | $60,161 | 391.4% | | Operating expenses | $2,277,200 | $2,811,189 | $(533,989) | (19.0)% | | Loss from operations | $(2,201,668) | $(2,795,818) | $594,150 | (21.2)% | | Net loss | $(2,183,206) | $(2,804,203) | $620,997 | (22.1)% | | Basic and diluted loss per common share | $(3.23) | $(5.45) | $2.22 | (40.7)% | - Net loss decreased by **22.1%** year-over-year, primarily due to a significant reduction in operating expenses[19](index=19&type=chunk) - Gross profit saw a substantial increase of **391.4%** year-over-year, indicating improved efficiency or pricing[19](index=19&type=chunk) [Consolidated Statements of Comprehensive Income (Loss) (unaudited)](index=8&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)%20(unaudited)) NuZee, Inc.'s comprehensive loss decreased to $(2,067,623) for the three months ended December 31, 2022, aided by increased foreign currency translation gains Consolidated Statements of Comprehensive Income (Loss) Highlights (Three Months Ended December 31) | Metric | 2022 | 2021 | | :-------------------------- | :------------ | :------------ | | Net loss | $(2,183,206) | $(2,804,203) | | Foreign currency translation | $115,583 | $32,688 | | Total other comprehensive income, net of tax | $115,583 | $32,688 | | Comprehensive loss | $(2,067,623) | $(2,771,515) | - The comprehensive loss for the three months ended December 31, 2022, was **$(2,067,623)**, a reduction from $(2,771,515) in the prior year[22](index=22&type=chunk) - Foreign currency translation contributed **$115,583** to other comprehensive income in 2022, a significant increase from $32,688 in 2021[22](index=22&type=chunk) [Consolidated Statements of Stockholders' Equity (unaudited)](index=9&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity%20(unaudited)) NuZee, Inc.'s total stockholders' equity decreased by approximately $1.81 million, and the accumulated deficit increased by $2.18 million for the quarter ended December 31, 2022 Consolidated Statements of Stockholders' Equity Highlights | Metric | December 31, 2022 | September 30, 2022 | | :-------------------------- | :---------------- | :----------------- | | Common stock shares outstanding | 685,088 | 676,229 | | Additional paid-in capital | $74,541,365 | $74,281,418 | | Accumulated deficit | $(66,805,726) | $(64,622,520) | | Accumulated other comprehensive income | $199,477 | $83,894 | | Total stockholders' equity | $7,935,123 | $9,742,799 | - Total stockholders' equity decreased by approximately **$1.81 million** from September 30, 2022, to December 31, 2022[25](index=25&type=chunk) - The accumulated deficit increased by approximately **$2.18 million** during the quarter, reflecting the net loss[25](index=25&type=chunk) [Consolidated Statements of Cash Flows (unaudited)](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20(unaudited)) NuZee, Inc. experienced a net cash decrease of $1.82 million for the three months ended December 31, 2022, driven by increased cash used in operations and a shift from cash inflow to outflow in financing activities Consolidated Statements of Cash Flows Highlights (Three Months Ended December 31) | Activity | 2022 | 2021 | | :-------------------------- | :------------ | :------------ | | Net cash used in operating activities | $(1,913,446) | $(1,579,731) | | Net cash used in investing activities | $(16,514) | $(3,009) | | Net cash provided by (used in) financing activities | $(8,857) | $1,701,202 | | Effect of foreign exchange on cash | $115,583 | $32,688 | | Net change in cash | $(1,823,234) | $151,150 | | Cash, end of period | $6,491,819 | $10,967,104 | - The company experienced a net decrease in cash of **$1,823,234** for the three months ended December 31, 2022, a significant shift from a net increase of $151,150 in the prior year[27](index=27&type=chunk) - Cash used in operating activities increased to **$1,913,446** in 2022 from $1,579,731 in 2021[27](index=27&type=chunk) - Financing activities shifted from providing **$1,701,202** in cash in 2021 (due to warrant exercises) to using **$8,857** in 2022[27](index=27&type=chunk) [Notes to Consolidated Financial Statements (unaudited)](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20(unaudited)) This section provides detailed explanations of NuZee, Inc.'s significant accounting policies, business combinations, equity activities, and other financial details supporting the unaudited consolidated financial statements [1. Basis of Presentation and Summary of Significant Accounting Policies](index=11&type=section&id=1.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note details the GAAP and SEC basis for NuZee, Inc.'s unaudited interim financial statements, including reclassifications, consolidation principles, the 1-for-35 reverse stock split, earnings per share, and the company's going concern status - The financial statements are prepared in accordance with GAAP and SEC rules, with all significant intercompany accounts eliminated upon consolidation[29](index=29&type=chunk)[31](index=31&type=chunk) - The Company completed a **1-for-35 reverse stock split** on December 28, 2022, retroactively adjusting all share and per share information[34](index=34&type=chunk)[35](index=35&type=chunk) - The Company has an accumulated deficit of approximately **$67 million** as of December 31, 2022, and recurring losses, which raise substantial doubt about its ability to continue as a going concern[38](index=38&type=chunk)[39](index=39&type=chunk) [Major Customers](index=13&type=section&id=Major%20Customers) NuZee, Inc.'s revenue for the three months ended December 31, 2022, was highly concentrated, with Customer CL accounting for 29% of total revenue and 52% of accounts receivable Major Customer Concentration (Three Months Ended December 31, 2022) | Customer Name | Sales Amount | % of Total Revenue | Accounts Receivable Amount | % of Total Accounts Receivable | | :------------ | :----------- | :----------------- | :------------------------- | :----------------------------- | | Customer CL | $331,211 | 29% | $340,534 | 52% | Major Customer Concentration (Three Months Ended December 31, 2021) | Customer Name | Sales Amount | % of Total Revenue | Accounts Receivable Amount | % of Total Accounts Receivable | | :------------ | :----------- | :----------------- | :------------------------- | :----------------------------- | | Customer WP | $310,551 | 30% | $279,273 | 35% | | Customer CU | $199,936 | 20% | $137,566 | 17% | [Lease Obligations](index=13&type=section&id=Lease) NuZee, Inc. holds various operating and finance lease obligations, with a weighted average remaining term of 1.5 years for both, and recognized $50,738 in sublease income for the quarter ended December 31, 2022 - Operating leases have a weighted average remaining lease term of **1.5 years** and a weighted-average discount rate of **5.0%** as of December 31, 2022[46](index=46&type=chunk) - The finance lease has a remaining lease term of **1.5 years** and a discount rate of **12.75%** as of December 31, 2022[46](index=46&type=chunk) - Sublease income of **$50,738** was recognized for the three months ended December 31, 2022[49](index=49&type=chunk) [Loans](index=15&type=section&id=Loans) NuZee, Inc. had an outstanding loan balance of $10,724 for a delivery van as of December 31, 2022, with remaining payments scheduled through 2024 - Outstanding loan balance for a delivery van was **$10,724** as of December 31, 2022, down from $12,692 on September 30, 2022[50](index=50&type=chunk) Remaining Loan Payments (as of December 31, 2022) | Year | Ford Motor Credit | | :--- | :---------------- | | 2023 | $8,005 | | 2024 | $2,719 | | Total | $10,724 | [Revenue Recognition](index=15&type=section&id=Revenue%20Recognition) NuZee, Inc. adopted Topic 606, "Revenue from Contracts with Customers," on October 1, 2018, with no material impact on its consolidated financial statements - Topic 606, "Revenue from Contracts with Customers," was adopted on **October 1, 2018**, on a modified retrospective basis[52](index=52&type=chunk) - The adoption of Topic 606 did not have a material impact on the consolidated financial statements[52](index=52&type=chunk) [Foreign Currency Translation](index=15&type=section&id=Foreign%20Currency%20Translation) NuZee, Inc. recorded a foreign currency translation gain of $115,583 for the three months ended December 31, 2022, as a component of stockholders' equity - Foreign currency translation adjustments recorded to other comprehensive income amounted to **$115,583** for the three months ended December 31, 2022, compared to $32,688 in the prior year[53](index=53&type=chunk) [Prepaid Expenses and Other Current Assets](index=16&type=section&id=Prepaid%20expenses%20and%20other%20current%20assets) NuZee, Inc.'s prepaid expenses and other current assets decreased to $376,264 as of December 31, 2022, primarily comprising deposits, prepaid insurance, and rent Prepaid Expenses and Other Current Assets | Date | Amount | | :---------------- | :--------- | | December 31, 2022 | $376,264 | | September 30, 2022 | $547,773 | - The balance primarily consists of deposits on inventory purchases and facilities, prepaid insurance, and rent[55](index=55&type=chunk) [Inventories](index=16&type=section&id=Inventories) NuZee, Inc.'s inventory, mainly raw materials, increased by $141,906 to $1,089,901 as of December 31, 2022, valued at the lower of cost or net realizable value Inventory Breakdown | Category | December 31, 2022 | September 30, 2022 | | :-------------- | :---------------- | :----------------- | | Raw materials | $1,086,761 | $887,632 | | Finished goods | $3,140 | $60,363 | | Inventory reserve | $- | $- | | Total | $1,089,901 | $947,995 | - Inventory increased by **$141,906** from September 30, 2022, to December 31, 2022, primarily driven by raw materials[56](index=56&type=chunk)[57](index=57&type=chunk) [Equity Method Investment](index=16&type=section&id=Equity%20Method%20Investment) NuZee, Inc. holds a 50% equity method investment in NuZee LATIN AMERICA (NLA), recognizing a loss of $1,823 from this joint venture for the three months ended December 31, 2022 - The Company has a **50% equity method investment** in NuZee LATIN AMERICA (NLA), a joint venture formed on January 9, 2020[58](index=58&type=chunk) - Losses recognized under the equity method of accounting were **$1,823** for the three months ended December 31, 2022, compared to $1,157 in the prior year[59](index=59&type=chunk) [2. Geographic Concentration](index=16&type=section&id=2.%20GEOGRAPHIC%20CONCENTRATION) NuZee, Inc.'s net revenue for the three months ended December 31, 2022, saw an 18.5% decrease in North America and a 133.1% increase in South Korea, reflecting shifting operational focus Net Revenue by Geographic Segment (Three Months Ended December 31) | Segment | 2022 | 2021 | Change (YoY) | % Change (YoY) | | :------------ | :----------- | :----------- | :----------- | :------------- | | North America | $665,741 | $817,341 | $(151,600) | (18.5)% | | South Korea | $470,607 | $201,912 | $268,695 | 133.1% | | Total | $1,136,348 | $1,019,253 | $117,095 | 11.5% | Property and Equipment, Net by Geographic Segment | Segment | December 31, 2022 | September 30, 2022 | | :------------ | :---------------- | :----------------- | | North America | $303,835 | $378,546 | | South Korea | $170,033 | $144,865 | | Japan | $1,416 | $1,664 | | Total | $475,284 | $525,075 | - South Korea's net revenue more than doubled year-over-year, while North America's net revenue declined[61](index=61&type=chunk) [3. Business Combinations (Dripkit Acquisition)](index=17&type=section&id=3.%20BUSINESS%20COMBINATIONS) NuZee, Inc. acquired Dripkit, Inc. on February 25, 2022, for $876,176, recognizing goodwill that was fully impaired by September 30, 2022, with Dripkit contributing $42,159 in revenue and a net loss of $101,806 for the quarter - NuZee acquired Dripkit, Inc. on **February 25, 2022**, for an acquisition accounting purchase price of **$876,176**[62](index=62&type=chunk) Dripkit Acquisition Purchase Price Allocation | Category | Amount | | :------------------------ | :--------- | | Total purchase price | $876,176 | | Assets acquired: | | | Inventory | $9,664 | | Property and equipment | $5,100 | | Identifiable intangible assets | $330,000 | | Total assets acquired | $344,764 | | Goodwill | $531,412 | - Goodwill of **$531,412** was recognized but subsequently impaired to **$0** by September 30, 2022, along with impairment charges for Dripkit tradename and customer relationships[69](index=69&type=chunk) - Dripkit contributed **$42,159** in revenue and a net loss of **$101,806** for the three months ended December 31, 2022[70](index=70&type=chunk) [4. Intangible Assets](index=19&type=section&id=4.%20INTANGIBLE%20ASSETS) As of December 31, 2022, NuZee, Inc.'s intangible assets consisted solely of tradenames with a net value of $132,500, after $7,500 in amortization expense for the quarter Intangible Assets (as of December 31, 2022) | Category | Amortization Period (Years) | Gross Amount | Accumulated Amortization | Net Amount | | :-------- | :-------------------------- | :----------- | :----------------------- | :--------- | | Tradenames | 5 | $140,000 | $7,500 | $132,500 | - Amortization expense for intangible assets was **$7,500** for the three months ended December 31, 2022[75](index=75&type=chunk) [5. Issuance of Equity Securities](index=19&type=section&id=5.%20ISSUANCE%20OF%20EQUITY%20SECURITIES) NuZee, Inc. granted 3,370 restricted shares to independent directors, resulting in $62,839 in compensation expense for the three months ended December 31, 2022, while the prior year saw $1,721,018 from warrant exercises - **3,370 restricted shares** were granted to five independent directors on March 17, 2022, leading to **$62,839** in common stock compensation expense for the three months ended December 31, 2022[76](index=76&type=chunk) - In the three months ended December 31, 2021, **10,984 shares** of common stock were issued from warrant exercises, generating aggregate net proceeds of **$1,721,018**[77](index=77&type=chunk) [6. Stock Options and Warrants](index=19&type=section&id=6.%20STOCK%20OPTIONS%20AND%20WARRANTS) NuZee, Inc.'s stock option expense significantly decreased to $197,108 for the three months ended December 31, 2022, with 109,632 stock options and 152,398 warrants outstanding - Stock option expense for the three months ended December 31, 2022, was **$197,108**, a decrease from $1,124,187 in the prior year[79](index=79&type=chunk) - As of December 31, 2022, **109,632 stock options** were outstanding with a weighted average exercise price of **$151.19** and a remaining contractual life of **7.2 years**[79](index=79&type=chunk) - As of December 31, 2022, **152,398 warrants** were outstanding with a weighted average exercise price of **$158.24** and a remaining contractual life of **3.4 years**[82](index=82&type=chunk) [7. Subsequent Events](index=20&type=section&id=7.%20SUBSEQUENT%20EVENTS) On January 6, 2023, NuZee, Inc. issued 6,000 shares of common stock to a third-party professional services provider for consulting advice - On January 6, 2023, **6,000 shares** of common stock were issued to a professional services provider[83](index=83&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of NuZee, Inc.'s financial condition and operational results for the three months ended December 31, 2022, covering business overview, Dripkit impact, geographic performance, detailed financial analysis, liquidity, and critical accounting policies [Overview](index=21&type=section&id=Overview) NuZee, Inc. is a specialty coffee company and leading co-packer of single-serve pour-over and coffee brew bag products, expanding its portfolio with DRIPKIT and pursuing strategic growth initiatives - NuZee is a specialty coffee company and a leading co-packer of single-serve pour-over and coffee brew bags in the United States[84](index=84&type=chunk) - The company expanded its product portfolio to include DRIPKIT pour-over products through the acquisition of Dripkit, Inc[84](index=84&type=chunk) - NuZee operates on a tolling arrangement business model, receiving a fee for almost every single-serve coffee product co-packed for customers[85](index=85&type=chunk) - The company also develops and sells NuZee branded single-serve coffee products, including Coffee Blenders and a new Coldpresso latte line[86](index=86&type=chunk) [2022 Reverse Stock Split](index=22&type=section&id=2022%20Reverse%20Stock%20Split) NuZee, Inc. completed a 1-for-35 reverse stock split on December 28, 2022, following stockholder and Board approval, to adjust its common stock structure - A **1-for-35 reverse stock split** of common stock was approved by stockholders on December 9, 2022, and became effective on December 28, 2022[89](index=89&type=chunk) [Impact of the COVID-19 Pandemic](index=22&type=section&id=Impact%20of%20the%20COVID-19%20Pandemic) The COVID-19 pandemic has not significantly impacted NuZee, Inc.'s business to date, with mitigation efforts in place, though potential future adverse effects on customer payments are acknowledged - The COVID-19 pandemic has not had a significant effect on the company's business or results of operations to date[90](index=90&type=chunk) - Adverse effects have been mitigated in part by sourcing coffee and other supplies from alternative suppliers in the United States[90](index=90&type=chunk) - The COVID-19 crisis may adversely affect the ability of customers to pay for goods on a timely basis, potentially impacting cash flows and results of operations[90](index=90&type=chunk) [Geographic Concentration (MD&A)](index=22&type=section&id=Geographic%20Concentration%20(MD%26A)) NuZee, Inc.'s North American net revenues decreased by 18.5%, while South Korean net revenues significantly increased by 133.1% for the three months ended December 31, 2022 Net Revenues by Geographic Operation (Three Months Ended December 31) | Geographic Area | 2022 | 2021 | Change (YoY) | % Change (YoY) | | :-------------- | :----------- | :----------- | :----------- | :------------- | | North America | $665,741 | $817,341 | $(151,600) | (18.5)% | | South Korea | $470,607 | $201,912 | $268,695 | 133.1% | Property and Equipment, Net by Geographic Operation | Geographic Area | December 31, 2022 | September 30, 2022 | | :-------------- | :---------------- | :----------------- | | North America | $303,835 | $378,546 | | South Korea | $170,033 | $144,865 | [Results of Operations](index=22&type=section&id=Results%20of%20Operations) NuZee, Inc. achieved an 11% revenue increase, a 391% gross profit surge, and a 19% operating expense reduction, leading to a 22% lower net loss for the three months ended December 31, 2022 [Revenue](index=23&type=section&id=Revenue) NuZee, Inc.'s revenue increased by 11% to $1,136,348 for the three months ended December 31, 2022, primarily due to increased South Korean co-packing arrangements and customer orders Revenue (Three Months Ended December 31) | Metric | 2022 | 2021 | Change (Dollars) | Change (%) | | :------ | :----------- | :----------- | :--------------- | :--------- | | Revenue | $1,136,348 | $1,019,253 | $117,095 | 11% | - The increase in revenue was primarily related to increased revenue in South Korea, driven by a new co-packing arrangement and increased orders from an existing significant customer[96](index=96&type=chunk) [Cost of Sales and Gross Margin](index=23&type=section&id=Cost%20of%20sales%20and%20gross%20margin) NuZee, Inc.'s gross profit significantly increased by 391% to $75,532 for the three months ended December 31, 2022, driven by decreased material and labor costs, particularly in South Korea Cost of Sales and Gross Margin (Three Months Ended December 31) | Metric | 2022 | 2021 | Change (Dollars) | Change (%) | | :------------ | :----------- | :----------- | :--------------- | :--------- | | Cost of sales | $1,060,816 | $1,003,882 | $56,934 | 6% | | Gross profit | $75,532 | $15,371 | $60,161 | 391% | | Gross profit % | 7% | 2% | | | - The significant increase in gross profit was primarily driven by decreased material and labor costs, particularly due to increased utilization of lower-cost services in South Korea[97](index=97&type=chunk) [Operating Expenses](index=23&type=section&id=Operating%20Expenses) NuZee, Inc.'s operating expenses decreased by 19% to $2,277,200 for the three months ended December 31, 2022, primarily due to an $864,240 reduction in stock-based compensation expense Operating Expenses (Three Months Ended December 31) | Metric | 2022 | 2021 | Change (Dollars) | Change (%) | | :--------------- | :----------- | :----------- | :--------------- | :--------- | | Operating Expenses | $2,277,200 | $2,811,189 | $(533,989) | (19)% | - The **19% decrease** in operating expenses was primarily attributable to an **$864,240 decrease** in stock-based compensation expense[98](index=98&type=chunk) [Net Loss](index=23&type=section&id=Net%20Loss) NuZee, Inc.'s net loss decreased by 22% to $(2,183,206) for the three months ended December 31, 2022, primarily due to lower stock-based compensation expense Net Loss (Three Months Ended December 31) | Metric | 2022 | 2021 | Change (Dollars) | Change (%) | | :------- | :------------ | :------------ | :--------------- | :--------- | | Net Loss | $(2,183,206) | $(2,804,203) | $620,997 | (22)% | - The **22% decrease** in net loss was primarily attributable to lower stock-based compensation expense[99](index=99&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) NuZee, Inc. has an accumulated deficit of $67 million and $6.49 million in cash, sufficient for nine months, but requires additional capital to continue as a going concern beyond that period - As of December 31, 2022, the company had an accumulated deficit of approximately **$67 million** and has not yet achieved profitability[100](index=100&type=chunk) - Cash balance as of December 31, 2022, was **$6,491,819**, expected to fund operations for at least nine months from February 13, 2023[102](index=102&type=chunk) - The company expects to need additional capital to fund planned operations beyond the next nine months and intends to seek additional funds through public or private equity offerings or debt financings[102](index=102&type=chunk)[104](index=104&type=chunk) - If unable to raise additional funds, current capital is not expected to be sufficient for the next twelve months, raising substantial doubt about the company's ability to continue as a going concern[106](index=106&type=chunk) [Contractual Obligations](index=25&type=section&id=Contractual%20Obligations) NuZee, Inc.'s contractual cash requirements totaled approximately $636,040 as of December 31, 2022, primarily for lease and loan obligations, with $429,448 due within 12 months, and no purchase obligations - Total payments for lease and loan obligations amounted to approximately **$636,040** as of December 31, 2022[108](index=108&type=chunk) - Of the total contractual obligations, **$429,448** is payable within 12 months as of December 31, 2022[108](index=108&type=chunk) - The company had no purchase obligations as of December 31, 2022[108](index=108&type=chunk) [Summary of Cash Flows](index=25&type=section&id=Summary%20of%20Cash%20Flows) NuZee, Inc. experienced a net cash decrease of $1.82 million for the three months ended December 31, 2022, due to increased operating cash usage and a shift in financing activities from inflow to outflow Summary of Cash Flows (Three Months Ended December 31) | Activity | 2022 | 2021 | | :-------------------------------------- | :------------ | :------------ | | Cash used in operating activities | $(1,913,446) | $(1,579,731) | | Cash used in investing activities | $(16,514) | $(3,009) | | Cash provided by (used in) financing activities | $(8,857) | $1,701,202 | | Effect of foreign exchange on cash | $115,583 | $32,688 | | Net change in cash | $(1,823,234) | $151,150 | - Net cash used in operating activities increased by **$333,715** year-over-year[109](index=109&type=chunk)[110](index=110&type=chunk) - Financing activities shifted from a net cash inflow of **$1,701,202** in 2021 (due to warrant exercises) to a net cash outflow of **$8,857** in 2022[109](index=109&type=chunk)[112](index=112&type=chunk) [Critical Accounting Policies and Estimates](index=25&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) NuZee, Inc.'s financial statements adhere to US GAAP, relying on management estimates, with no significant material changes in critical accounting policies or estimates during the quarter ended December 31, 2022 - Financial statements are prepared in accordance with US GAAP, requiring management to make estimates and assumptions[113](index=113&type=chunk) - No significant and material changes in critical accounting policies and estimates occurred during the three months ended December 31, 2022[114](index=114&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, NuZee, Inc. is exempt from providing quantitative and qualitative disclosures about market risk - NuZee, Inc. is a smaller reporting company and is not required to provide information under this item[115](index=115&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) NuZee, Inc.'s management, including the CEO and Interim CFO, concluded that disclosure controls and procedures were effective as of December 31, 2022, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated and concluded to be effective as of December 31, 2022, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[116](index=116&type=chunk)[117](index=117&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended December 31, 2022, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[118](index=118&type=chunk) [PART II - Other Information](index=26&type=section&id=PART%20II) This section covers other required information for NuZee, Inc.'s Form 10-Q, including legal proceedings, risk factors, equity sales, defaults, mine safety, and a list of exhibits [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) NuZee, Inc. is actively defending against three legal proceedings: Next Vision Litigation (breach of contract), Steeped, Inc. Litigation (breach of settlement, trademark infringement), and Curtin Litigation (harassment, discrimination, retaliation), believing all allegations lack merit [Next Vision Litigation](index=27&type=section&id=Next%20Vision%20Litigation) Next Vision, Inc. alleges NuZee, Inc. breached contract by delaying share issuance and imposing improper resale restrictions, with a trial set for August 11, 2023, which the company intends to vigorously defend - Next Vision, Inc. filed a complaint on November 23, 2021, alleging breach of contract due to delayed share issuance and improper six-month resale restriction on shares issued from exercised stock options[121](index=121&type=chunk) - The complaint also alleges an overstated income amount on the IRS Form 1099-B issued to the Consultant[121](index=121&type=chunk) - A trial date is set for **August 11, 2023**, and the company believes the allegations are without merit and intends to defend vigorously[122](index=122&type=chunk)[123](index=123&type=chunk) [Steeped, Inc. Litigation](index=27&type=section&id=Steeped,%20Inc.%20Litigation) Steeped, Inc. filed a new complaint on January 27, 2023, alleging NuZee, Inc. breached a prior settlement agreement and intentionally interfered with contractual relations related to trademark infringement, seeking injunctions and damages - Steeped, Inc. filed a new complaint on January 27, 2023, alleging breach of a prior settlement agreement and intentional interference with contractual relations related to trademark infringement[124](index=124&type=chunk) - Plaintiff seeks a permanent injunction, impoundment of infringing goods, profits, actual damages, treble damages for willful infringement, and attorneys' fees[124](index=124&type=chunk) - The company believes the claims are defensible and that the damages sought are not aligned with the asserted causes of action[124](index=124&type=chunk) [Curtin Litigation](index=28&type=section&id=Curtin%20Litigation) A former employee, Rosaline Curtin, filed a complaint on January 6, 2023, alleging harassment, gender discrimination, retaliation, and wrongful termination against NuZee, Inc., seeking various damages, which the company intends to vigorously defend - A former employee, Rosaline Curtin, filed a complaint on January 6, 2023, alleging harassment, gender discrimination, retaliation, and wrongful termination[126](index=126&type=chunk) - The complaint seeks compensatory damages, punitive damages, penalties, attorney's fees, and costs[126](index=126&type=chunk) - The company believes the allegations are without merit and intends to defend vigorously[126](index=126&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) NuZee, Inc. reports no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K filed on December 23, 2022 - No material changes to risk factors from those disclosed in the Annual Report on Form 10-K filed on December 23, 2022[128](index=128&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) NuZee, Inc. had no unregistered sales of equity securities or use of proceeds to report for this period - None[129](index=129&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) NuZee, Inc. reported no defaults upon senior securities for this period - None[130](index=130&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) NuZee, Inc. had no mine safety disclosures to report for this period - None[131](index=131&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) NuZee, Inc. had no other information to report for this period - None[132](index=132&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with NuZee, Inc.'s Form 10-Q, including corporate documents, an employment agreement, and Sarbanes-Oxley Act certifications - Exhibit 3.1-3.5: Articles of Incorporation and Bylaws[134](index=134&type=chunk) - Exhibit 10.1: Second Amended and Restated Employment Agreement with Shana Bowman[134](index=134&type=chunk) - Exhibit 31.1-31.2: Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act[134](index=134&type=chunk) - Exhibit 32.1-32.2: Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act[134](index=134&type=chunk) - Exhibit 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE: Inline XBRL Taxonomy Extension Documents[134](index=134&type=chunk) - Exhibit 104: Cover Page Interactive Data File[134](index=134&type=chunk) [Signatures](index=29&type=section&id=SIGNATURES) This section confirms the signing of NuZee, Inc.'s Form 10-Q on February 13, 2023, by the Chief Executive Officer and Interim Chief Financial Officer [Report Signatories](index=30&type=section&id=Report%20Signatories) NuZee, Inc.'s Form 10-Q was signed on February 13, 2023, by Masateru Higashida, CEO, and Shana Bowman, Interim CFO - Date of Signing: **February 13, 2023**[139](index=139&type=chunk) - Signed by: **Masateru Higashida**, Chief Executive Officer and President (Principal Executive Officer), Secretary, Treasurer, and Director[139](index=139&type=chunk) - Signed by: **Shana Bowman**, Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)[139](index=139&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39338 NUZEE, INC. (exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 38-3849791 (I.R.S. Employer Identific ...

Commission File No. 001-39338 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________to________ NUZEE, INC. (exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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. 001-39338 NUZEE, INC. (exact name of registrant as specified in its charter) WASHINGTON, D.C. 20549 (State or other jurisdiction of incorporation or orga ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Nevada 38-3849791 For the quarterly period ended December 31, 2021 (I.R.S. Employer Identification Number) or 1401 Capital Avenue, Suite B, Plano, TX, 75074 ☐ 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. 001-39338 NUZEE, INC. ...

WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 or UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39338 NUZEE, INC. (exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 1401 Capital Avenue, Suite B Plano, TX 75074 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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. 001-39338 NUZEE, INC. (exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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. 001-39338 NUZEE, INC. (exact name of registrant as specified in its charter) (State or other jurisdiction of inco ...