NUZE NuZee Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

CIMG Inc.

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.00001 PER SHARE

(Title of Class of Securities)

 

67073S307

(CUSIP Number)

 

Xiaodong Liu

FLAT 01A1, 10/F CARNIVAL COMM BLDG,

18 JAVA RD, NORTH POINT, HONG KONG

+ 86 16619757338

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 31, 2024

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐	Rule 13d-1(b)
☒	Rule 13d-1(c)
☐	Rule 13d-1(d)

 

^* 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).

 

 

 

CUSIP No. 67073S307

1.	NAMES OF REPORTING PERSONS   Xiaodong Liu
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   590,701
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE POWER   590,701
	8.	SHARED DISPOSITIVE POWER   0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   590,7011
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   6.47%2
12.	TYPE OF REPORTING PERSON (see instructions)   IN

 

¹ Xiaodong Liu, through her 100% ownership of VMADE CO., LIMITED, beneficially owns a convertible note that is convertible into 585,106 shares of common stock. On October 31, 2024, VMADE CO., LIMITED exercised its right to convert such convertible note into 590,701 shares of common stock.

 

² This percentage is calculated based upon (i) 8,542,987 shares of common stock issued and outstanding (as of October 18, 2024), as set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 23, 2024; and (ii) a convertible note convertible into 585,106 shares of common stock beneficially owned by the reporting person. On October 31, 2024, VMADE CO., LIMITED exercised its right to convert such convertible note into 590,701shares of common stock.

 

 

CUSIP No. 67073S307

1.	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (Entities only):   VMADE CO., LIMITED; EIN: N/A3
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Hong Kong

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   590,701
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE POWER   590,701
	8.	SHARED DISPOSITIVE POWER   0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   590,701
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   6.47%4
12.	TYPE OF REPORTING PERSON (see instructions)   CO

 

³ VMADE CO., LIMITED is a Hong Kong entity, and it does not possess an Employer Identification Number (EIN).

 

⁴ This percentage is calculated based upon (i) 8,542,987 shares of common stock issued and outstanding (as of August 9, 2024), as set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 18, 2024; and (ii) a convertible note convertible into 585,106 shares of common stock beneficially owned by the reporting person. On October 31, 2024, VMADE CO., LIMITED exercised its right to convert such convertible note into 590,701 shares of common stock.

 

 

Item 1.

 

	(a)	Name of Issuer   CIMG Inc.
	(b)	Address of Issuer’s Principal Executive Offices   6107, 6th Floor, Building C4, No.1 Huangchang West Road, Dougezhuang, Chaoyang District, Beijing

 

Item 2.

 

	(a)	Name of Person Filing   Xiaodong Liu VMADE CO., LIMITED
	(b)	Address or principal business office or, if none, residence
		Xiaodong Liu: FLAT 01A1, 10/F CARNIVAL COMM BLDG, 18 JAVA RD, NORTH POINT, HK
		VMADE CO., LIMITED: FLAT 01A1, 10/F CARNIVAL COMM BLDG, 18 JAVA RD, NORTH POINT, HK
	(c)	Citizenship   Xiaodong Liu: China VMADE CO., LIMITED: Hong Kong
	(d)	Title of Class of Securities   Xiaodong Liu: Common Stock VMADE CO., LIMITED.: Common Stock
	(e)	CUSIP Number   67073S307

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

	(a)	Amount beneficially owned:
		See response to Item 9 on each cover page.
	(b)	Percent of class:
		See response to Item 11 on each cover page.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote.   See response to Item 5 on each cover page.
		(ii)	Shared power to vote or to direct the vote.   See response to Item 6 on each cover page.
		(iii)	Sole power to dispose or to direct the disposition of.   See response to Item 7 on each cover page.
		(iv)	Shared power to dispose or to direct the disposition of.   See response to Item 8 on each cover page.

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Instruction. Dissolution of a group requires a response to this item.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

	(a)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
	(b)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 67073S307 

 

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.

 

	Xiaodong Liu
	11/4/2024
	Date
	/s/ Xiaodong Liu
	Signature
	Xiaodong Liu/Individual
	Name/Title

 

	VMADE CO., LIMITED
	11/4/2024
	Date
	/s/ Xiaodong Liu
	Signature
	Xiaodong Liu/Director
	Name/Title

 

 

LIST OF EXHIBITS

 

Exhibit No.		Description
99.1		Joint Filing Agreement

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value of US$0.00001 per share, of CIMG Inc., a Nevada Corporation, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of November 4, 2024.

 

	Xiaodong Liu
	11/4/2024
	Date
	/s/ Xiaodong Liu
	Signature
	Xiaodong Liu/Individual
	Name/Title

 

	VMADE CO., LIMITED
	11/4/2024
	Date
	/s/ Xiaodong Liu
	Signature
	Xiaodong Liu/Director
	Name/Title

 

 

 

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