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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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FG Nexus Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
30329Y304 (CUSIP Number) |
11/07/2025 (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. | 30329Y304 |
| 1 | Names of Reporting Persons
Joseph H. Moglia | ||||||||
| 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
UNITED STATES
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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
1,575,000.00 | ||||||||
| 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)
4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The 1,575,000 shares of Common Stock, $0.001 par value per share (the "Common Stock") held by Joseph H. Moglia consists of: 1,575,000 shares held by Moglia Capital LLC, a Delaware limited liability company for which Mr. Moglia serves as the managing member. Mr. Moglia's percentage ownership interest is based upon 39,574,350 shares of Common Stock of the issuer deemed to be outstanding on November 12, 2025 as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | 30329Y304 |
| 1 | Names of Reporting Persons
Moglia Capital LLC | ||||||||
| 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
DELAWARE
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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
1,575,000.00 | ||||||||
| 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)
4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The 1,575,000 shares of Common Stock held by Moglia Capital LLC consists of: 1,575,000 shares held by Moglia Capital LLC, a Delaware limited liability company for which Mr. Moglia serves as the managing member. Moglia Capital LLC's percentage ownership interest is based upon 39,574,350 shares of Common Stock of the issuer deemed to be outstanding on November 12, 2025 as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | 30329Y304 |
| 1 | Names of Reporting Persons
Moglia Trust 1 | ||||||||
| 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
NEW JERSEY
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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
880,000.00 | ||||||||
| 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)
2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Consists of 880,000 shares of Common Stock, $0.001 par value per share (the "Common Stock") held by Moglia Trust 1 for which Robert C. Weeks as the trustee. The percentage ownership interest for the Moglia Trust 1 is based upon 39,574,350 shares of Common Stock of the issuer deemed to be outstanding on November 12, 2025 as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | 30329Y304 |
| 1 | Names of Reporting Persons
Moglia Trust 2 | ||||||||
| 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
NEW JERSEY
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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
150,000.00 | ||||||||
| 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)
0.38 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Consists of 150,000 shares of Common Stock, $0.001 par value per share (the "Common Stock") held by Moglia Trust 2 for which Robert C. Weeks as the trustee. The percentage ownership interest for the Moglia Trust 1 is based upon 39,574,350 shares of Common Stock of the issuer deemed to be outstanding on November 12, 2025 as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
FG Nexus Inc. | |
| (b) | Address of issuer's principal executive offices:
6408 Bannington Road, Charlotte, NC 28226 | |
| Item 2. | ||
| (a) | Name of person filing:
Joseph H. Moglia
Moglia Capital LLC
Moglia Trust 1
Moglia Trust 2 | |
| (b) | Address or principal business office or, if none, residence:
Joseph H. Moglia - 505 Cornhusker Rd. Ste 105, #393 Bellevue, NE 68005
Moglia Capital LLC - 505 Cornhusker Rd. Ste 105, #393 Bellevue, NE 68005
Moglia Trust 1 - 1660 School St. Suite 105B Moraga, CA 94556
Moglia Trust 2 - 1660 School St. Suite 105B Moraga, CA 94556 | |
| (c) | Citizenship:
Joseph H. Moglia - USA
Moglia Capital LLC - Delaware
Moglia Trust 1 - New Jersey
Moglia Trust 2 - New Jersey | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
30329Y304 | |
| 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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Joseph H. Moglia beneficially owns 1,575,000 shares of Common Stock, held as follows 1,575,000 shares held by Moglia Capital LLC, a Delaware limited liability company for which Mr. Moglia serves as the managing member.
Moglia Capital LLC beneficially owns 1,575,000 shares of Common Stock, held as follows 1,575,000 shares held by Moglia Capital LLC, a Delaware limited liability company for which Mr. Moglia serves as the managing member.
Moglia Trust 1 - 880,000 shares of Common Stock.
Moglia Trust 2 - 150,000, shares of Common Stock. | |
| (b) | Percent of class:
Joseph H. Moglia - 4.0%
Moglia Capital LLC - 4.0%
Moglia Trust 1 - 2.2%
Moglia Trust 2 - 0.38%
The foregoing percentages are based on 39,574,350 shares of Common Stock of the issuer deemed to be outstanding on November 12, 2025 as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2025.. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Joseph H. Moglia, Moglia Capital LLC, Moglia Trust 1 and Moglia Trust 2. | ||
| 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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Comments accompanying signature: Exhibit 1 Joint Filing Agreement