FG Nexus Inc. reports beneficial ownership disclosures for Joseph H. Moglia and affiliated entities. Mr. Moglia is shown as beneficial owner of 341,000 shares of Common Stock, equivalent to 5.2% of the issuer based on February 13, 2026 and a 6,550,000 share outstanding base after a 1-for-5 reverse split. The filing breaks ownership into Moglia Capital LLC: 341,000 shares, Moglia Trust 1: 185,000 shares, and Moglia Trust 2: 30,000 shares. It also states Moglia Capital LLC purchased 120,000 shares on February 2, 2026 and 10,000 shares on February 3, 2026 (consolidated to 26,000 shares by the reverse split) and Moglia Trust 1 purchased 45,000 shares on February 2, 2026 (consolidated to 9,000 shares by the reverse split).
Positive
None.
Negative
None.
Insights
Beneficial ownership is concentrated among a single principal and affiliated vehicles.
Joseph H. Moglia and affiliated entities report combined holdings with Moglia Capital LLC holding 341,000 shares and two trusts holding 185,000 and 30,000 shares respectively, based on 6,550,000 shares outstanding as of February 13, 2026. The filing attributes sole voting and dispositive power to the reporting persons where specified on the cover rows.
The record also documents recent small purchases by Moglia Capital LLC on February 2, 2026 and February 3, 2026 and the effect of the issuer's 1-for-5 reverse stock split on February 13, 2026. Subsequent filings or public disclosures would show any trading activity beyond these entries.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
FG Nexus Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
30329Y304
(CUSIP Number)
02/02/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
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)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
341,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
341,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
341,000.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The 341,000 shares of Common Stock, $0.001 par value per share (the "Common Stock") held by Joseph H. Moglia consists of: 341,000 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 6,550,000 shares of Common Stock of the issuer deemed to be outstanding on February 13, 2026 following the issuer's 1 for 5 reverse stock split as reported in the Issuer's Form 8-K filed on February 13, 2026.
SCHEDULE 13G
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)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
341,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
341,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
341,000.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The 341,000 shares of Common Stock held by Moglia Capital LLC consists of: 341,000 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 6,550,000 shares of Common Stock of the issuer deemed to be outstanding on February 13, 2026 following the issuer's 1 for 5 reverse stock split as reported in the Issuer's Form 8-K filed on February 13, 2026.
SCHEDULE 13G
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)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
185,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
185,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
185,000.00
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)
2.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Consists of 185,000 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 6,550,000 shares of Common Stock of the issuer deemed to be outstanding on February 13, 2026 following the issuer's 1 for 5 reverse stock split as reported in the Issuer's Form 8-K filed on February 13, 2026.
SCHEDULE 13G
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)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
30,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
30,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,000.00
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)
0.46 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Consists of 30,000 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 6,550,000 shares of Common Stock of the issuer deemed to be outstanding on February 13, 2026 following the issuer's 1 for 5 reverse stock split as reported in the Issuer's Form 8-K filed on February 13, 2026.
SCHEDULE 13G
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);
(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)
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:
Moglia Capital LLC purchased 120,000 shares of Common Stock on February 2, 2026 and 10,000 shares of Common Stock on February 3, 2026. Pursuant to the issuer's 1 for 5 reverse stock split that occurred on February 13, 2026, those 130,000 shares of Common Stock were consolidated into 26,000 shares of Common Stock.
Moglia Trust 1 purchased 45,000 shares of Common Stock on February 2, 2026. Pursuant to the issuer's 1 for 5 reverse stock split that occurred on February 13, 2026, those 45,000 shares of Common Stock were consolidated into 9,000 shares of Common Stock.
Joseph H. Moglia beneficially owns 341,000 shares of Common Stock, held as follows 341,000 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 341,000 shares of Common Stock, held as follows 341,000 shares held by Moglia Capital LLC, a Delaware limited liability company for which Mr. Moglia serves as the managing member. Moglia Trust 1 - 185,000 shares of Common Stock. Moglia Trust 2 - 30,000, shares of Common Stock.
(b)
Percent of class:
Joseph H. Moglia - 5.2% Moglia Capital LLC - 5.2% Moglia Trust 1 - 2.8% Moglia Trust 2 - 0.46% The foregoing percentages are based on 6,550,000 shares of Common Stock of the issuer deemed to be outstanding on February 13, 2025 following the issuer's 1 for 5 reverse stock split as reported in the Issuer's Form 8-K filed on February 13, 2026.
(c)
Number of shares as to which the person has:
(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
Item 6.
Ownership of more than 5 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 or Control Person.
Not Applicable
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)(J), so indicate under Item 3(j) 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
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.
How many shares does Joseph H. Moglia beneficially own in FGNX?
Joseph H. Moglia beneficially owns 341,000 shares of Common Stock. This figure is reported as 5.2% of the company based on 6,550,000 shares outstanding as of February 13, 2026 after the 1-for-5 reverse split.
What holdings do Moglia Capital LLC and the Moglia trusts report for FGNX?
Moglia Capital LLC reports 341,000 shares, Moglia Trust 1 reports 185,000 shares, and Moglia Trust 2 reports 30,000 shares. Percentages are calculated using 6,550,000 shares outstanding as of February 13, 2026.
Did the filing disclose recent purchases by Moglia-affiliated entities?
Yes. Moglia Capital LLC purchased 120,000 shares on February 2, 2026 and 10,000 shares on February 3, 2026, consolidated to 26,000 shares after the issuer's 1-for-5 reverse split on February 13, 2026.
How did the 1-for-5 reverse split affect reported share counts?
The filing states the issuer completed a 1-for-5 reverse stock split on February 13, 2026. Reported purchases and holdings were consolidated accordingly (for example, 130,000 pre-split shares became 26,000 post-split shares for Moglia Capital LLC).
