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3. Acquisition | 12 Months Ended
--- | ---
Sep. 30, 2017
Notes |
3. Acquisition | 3. ACQUISITION NuZee JAPAN Co., Ltd On August 16, 2016, the Company entered into a Share Exchange Agreement with NuZee JAPAN Co., Ltd ("NuZee JP") and its shareholders whereby the Company will exchange 1,148,734 shares of its common stock, par value $0.00001 per share, for seventy percent (70%) of the issued and outstanding common stock of NuZee JP. The Company's issued shares had an acquisition date fair value of $258,465. The remaining thirty percent (30%) of NuZee JP's issued and outstanding common stock is, and will be at the closing, owned by NuZee JP's current President and Chairman of its Board of Directors. The reason for this acquisition is to extend our market shares as well as obtain more business opportunities in both USA and Japan market. This transaction closed on October 3, 2016. The Company applied the acquisition method to the business combination and valued each of the assets acquired and liabilities assumed at fair value as of the acquisition date. The following table shows the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:
Acquisition of NuZee Japan Co., Ltd. |  |  |
Assets acquired: |  |  |
Cash |  | $ | 201,676 |
Accounts receivable |  |  | 60,770 |
Inventories |  |  | 233,845 |
Other current assets |  |  | 76,524 |
Customer list |  |  | 57,374 |
Property and equipment |  |  | 16,677 |
Goodwill |  |  | 17,112 |
Total assets acquired |  |  | 663,978 |
Less liabilities assumed |  |  |  |
Accounts payable and accrued liabilities |  |  | (153,820 | )
Loan payable |  |  | (140,922 | )
Total liabilities assumed |  |  | (294,742 | )
Less noncontrolling interest |  |  | (110,771 | )
Net assets acquired from NuZee JP acquisition |  |  | 258,465 |
Since the date of acquisition, revenues of $1,170,368 and net loss of $30,172 were included in the Company's consolidated net loss for the year ended September 30, 2017. In accordance with ASC 805-10-50, the Company is providing the following unaudited pro-forma information to present a summary of the combined results of the Company's consolidated operations as if the acquisitions had been completed as of October 1, 2015. Adjustments were made to eliminate any inter-company transactions in the periods presented. There is no pro forma information for 2017 as NuZee JP was acquired at the beginning of the period.
NuZee, Inc. |
CONSOLIDATED STATEMENTS OF OPERATIONS |
(UNAUDITED) |
|  | Year Ended |
|  | September 30, 2016 |
|  | (Pro Forma) |
Revenues |  | $ | 1,526,057 |
Cost of sales |  |  | 1,141,403 |
Gross Profit |  |  | 384,654 |
Operating expenses |  |  | 1,656,796 |
Loss from operations |  |  | (1,272,142 | )
Other income |  |  | 39,686 |
Other expense |  |  | (22,704 | )
Net loss |  |  | (1,255,160 | )
Net loss attributable to noncontrolling interest |  |  | - |
Net loss attributable to NuZee, Inc. |  | $ | (1,255,160 | )
Net loss per share, basic and fully diluted |  | $ | (0.04 | )
Weighted average of shares outstanding |  |  | 31,901,001 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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