Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CIMG Inc. (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securities) |
67073S307 (CUSIP Number) |
09/09/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 67073S307 |
| 1 | Names of Reporting Persons
Sanwei Liu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,683,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
14.71 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 1 Sanwei Liu, through the 100% ownership of Fixed Star Future Technology Ltd., a private company limited by shares registered in Hong Kong ("Fixed Star"), beneficially owns 27,683,333 newly issued shares of common stock of the Issuer pursuant to that certain: (i) Business Cooperation Intent Agreement dated as of August 1, 2025, as amended (the "BC Agreement"), by and between the Issuer and the other parties thereto; and (ii) a Securities Purchase Agreement entered into on August 27, 2025 (the "SPA"). Xiaodong Liu is the sole director of Fixed Star and as such, Xiaodong Liu has voting and investment discretion with respect to the ordinary shares held of record by Fixed Star and may be deemed to have beneficial ownership of the shares held directly by Fixed Star. Therefore, both Sanwei Liu and Xiaodong Liu are deemed to have shared voting power over the 27,683,333 shares. 2 This percentage is calculated based upon 188,180,751 shares of common stock issued and outstanding (as of September 17, 2025), as set forth in the Issuer's quarterly report on Form 10-Q as filed with the Securities and Exchange Commission on September 24, 2025.
SCHEDULE 13G
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,683,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.71 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 3 Xiaodong Liu is the sole director of Fixed Star and as such, Xiaodong Liu has voting and investment discretion with respect to the ordinary shares held of record by Fixed Star and may be deemed to have beneficial ownership of the shares held directly by Fixed Star. Therefore, both Sanwei Liu and Xiaodong Liu are deemed to have shared voting power over the 27,683,333 newly issued shares of common stock of the Issuer pursuant to the BC Agreement and SPA. 4 This percentage is calculated based upon 188,180,751 shares of common stock issued and outstanding (as of September 17, 2025), as set forth in the Issuer's quarterly report on Form 10-Q as filed with the Securities and Exchange Commission on September 24, 2025.
SCHEDULE 13G
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| CUSIP No. | 67073S307 |
| 1 | Names of Reporting Persons
Fixed Star Future Technology Ltd. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,683,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.71 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: 5 Fixed Star is a Hong Kong entity, and it does not possess an Employer Identification Number (EIN). 6 Sanwei Liu, through the 100% ownership of Fixed, beneficially owns 27,683,333 newly issued shares of common stock of the Issuer pursuant to the BC Agreement and SPA. Xiaodong Liu is the sole director of Fixed Star and as such, Xiaodong Liu has voting and investment discretion with respect to the ordinary shares held of record by Fixed Star and may be deemed to have beneficial ownership of the shares held directly by Fixed Star. Both Sanwei Liu and Xiaodong Liu are deemed to have shared voting power over the 27,683,333 shares. 7 This percentage is calculated based upon 188,180,751 shares of common stock issued and outstanding (as of September 17, 2025), as set forth in the Issuer's quarterly report on Form 10-Q as filed with the Securities and Exchange Commission on September 24, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CIMG Inc. | |
| (b) | Address of issuer's principal executive offices:
Room R2, FTY D, 16/F, Kin Ga Industrial Building, 9 San On Street, Tuen Mun, Hong Kong | |
| Item 2. | ||
| (a) | Name of person filing:
Sanwei Liu Xiaodong Liu Fixed Star Future Technology Ltd. | |
| (b) | Address or principal business office or, if none, residence:
Sanwei Liu: WORKSHOP 60, 3/F BLK A EAST, SUN IND CTR NO 16 SHING YIP, ST KLN, HONG KONG. Xiaodong Liu: WORKSHOP 60, 3/F BLK A EAST, SUN IND CTR NO 16 SHING YIP, ST KLN, HONG KONG. Fixed Star Future Technology Ltd.: WORKSHOP 60, 3/F BLK A EAST, SUN IND CTR NO 16 SHING YIP, ST KLN, HONG KONG. | |
| (c) | Citizenship:
Sanwei Liu: China Xiaodong Liu: China Fixed Star Future Technology Ltd.: Hong Kong | |
| (d) | Title of class of securities:
COMMON STOCK, PAR VALUE $0.00001 PER SHARE | |
| (e) | CUSIP No.:
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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (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. %
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| (c) | Number of shares as to which the person has:
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| (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. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
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.
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Exhibit Information
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99.1 Joint Filing Agreement |