Amended Statement of Beneficial Ownership (sc 13d/a)
December 22 2022 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
NuZee,
Inc.
(Name
of Issuer)
Class
A Common Stock, par value $0.00001 per share
(Title
of Class of Securities)
67073S208
(CUSIP
Number)
Katsuyoshi
Eguchi.
4-1002,
Omori, Moriyama-Ku
Nagoya-Shi,
Aichi-ken, Japan
463-0021
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May
12, 2022
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Katsuyoshi
Eguchi |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒ (b) ☐ |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS (see instructions)
PF |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
390,712
Shares |
8. |
SHARED
VOTING POWER
522,864
Shares |
9. |
SOLE
DISPOSITIVE POWER
390,712
Shares |
10. |
SHARED
DISPOSITIVE POWER
522,864
Shares |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
913,576
Shares |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
(1) |
14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
(1) |
Based
on a total of 23,668,017 shares of the Issuer’s common stock outstanding as of December 15, 2022. |
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eguchi
Holdings Co., Ltd. |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒ (b) ☐ |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS (see instructions)
WC;
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
None |
8. |
SHARED
VOTING POWER
495,363 |
9. |
SOLE
DISPOSITIVE POWER
None |
10. |
SHARED
DISPOSITIVE POWER
495,363 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
495,363 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
(1) |
14. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
(1) |
Based
on a total of 23,668,017 shares of the Issuer’s common stock outstanding as of December 15, 2022. |
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EGC
CO., Ltd. |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒ (b) ☐ |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS (see instructions)
WC |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
None |
8. |
SHARED
VOTING POWER
6,667 |
9. |
SOLE
DISPOSITIVE POWER
None |
10. |
SHARED
DISPOSITIVE POWER
6,667 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,667 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 0.1% (1) |
14. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
(1) |
Based
on a total of 23,668,017 shares of the Issuer’s common stock outstanding as of December 15, 2022. |
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gold
Coast LLC |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒ (b) ☐ |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS (see instructions)
WC |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
None |
8. |
SHARED
VOTING POWER
20,834 |
9. |
SOLE
DISPOSITIVE POWER
None |
10. |
SHARED
DISPOSITIVE POWER
20,834 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,834 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 0.1% (1) |
14. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
(1) |
Based
on a total of 23,668,017 shares of the Issuer’s common stock outstanding as of December 15, 2022. |
Explanatory
Note
This
Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed to amend the statement on Schedule 13D filed by Katsuyoshi
Eguchi, a Japanese citizen (“Mr. Katsuyoshi Eguchi”), (ii) Eguchi Holdings Co., Ltd., a corporation formed under the
laws of Japan (“Eguchi Holdings”), (iii) EGC Co. Ltd., a corporation formed under the laws of Japan (“EGC”),
and (iv) Gold Coast LLC, a limited liability company formed under the laws of Japan (“Gold Coast”) and, collectively
with Mr. Katsuyoshi Eguchi, Eguchi Holdings and EGC, the “Reporting Persons”, on September 25, 2020 (the “Original
Statement”), and relates to shares of the Common Stock of NuZee, Inc., a Nevada Corporation, whose corporate office is located
at 1350 East Arapaho Road, Suite 230, Richardson, Texas 75081 (the “Issuer”).
The
Original Statement is hereby amended and supplemented as detailed below, and, except as amended and supplemented hereby, the Original
Statement remains in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such
terms in the Original Statement.
Item
4. Purpose of Transaction.
Item
4 of the Original Statement is hereby amended to include the following after the final paragraph thereof:
On
May 12, 2022, the Company filed a Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 31, 2022, reporting
that, as of May 12, 2022, 19,461,139 shares of Common Stock were outstanding. This number of outstanding shares reflected an increase
since the Reporting Persons filed the Original Statement, resulting in a decrease to the percentage of outstanding Common Stock beneficially
owned by the Reporting Persons.
Item
5. Interest in Securities of the Issuer.
Item
5 of the Original Statement is hereby amended and restated in its entirety to read as follows:
(a) | See
rows (11) and (13) of the cover page to this Statement for the aggregate number of Shares
and percentage of Shares beneficially owned by the Reporting Persons. |
| |
(b) | See
rows (7) through (10) of the cover page to this Statement for the number of Shares as to
which the Reporting Persons have the sole or shared power to vote or direct the vote and
sole or shared power to dispose or to direct the disposition. |
| |
(c) | The
Reporting Persons have not effected any transactions in Common Stock during the sixty day
period prior to the filing of this Schedule 13D. |
| |
(d) | To
the best knowledge of Mr. Katsuyoshi Eguchi, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares beneficially owned by Mr. Katsuyoshi Eguchi. |
| |
| To
the best knowledge of Eguchi Holdings, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially
owned by Eguchi Holdings. |
| |
| To
the best knowledge of EGC, no other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially
owned by EGC. |
| |
| To
the best knowledge of Gold Coast, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially
owned by Gold Coast. |
(e) |
On May 12, 2022, the Reporting Persons ceased
to be a beneficial owner of more than five percent of the class of the Common Stock. Accordingly, this Amendment No. 1 represents
the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
December 22, 2022 |
|
|
|
|
|
By: |
/s/
Katsuyoshi Eguchi |
|
Name: |
Katsuyoshi
Eguchi |
|
|
|
|
EGUCHI
HOLDINGS CO., LTD. |
|
|
|
|
By: |
/s/
Katsuyoshi Eguchi |
|
Name: |
Katsuyoshi
Eguchi, Chief Executive Officer |
|
|
|
|
EGC
CO., LTD. |
|
|
|
|
By: |
/s/
Masato Hoshikawa |
|
Name: |
Masato
Hoshikawa, Chief Executive Officer |
|
|
|
|
GOLD
COAST LLC |
|
|
|
|
By: |
/s/
Yusei Eguchi |
|
Name: |
Yusei
Eguchi, Chief Executive Officer |
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