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xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended SEPTEMBER 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number ~~333~~000-~~214815~~56297

ZEUUS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada

37-1830331

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

9^thFloor, 31 West 27^th Street New York, NY 10001

(Address of Principal Executive Offices with Zip Code)

Registrant’s telephone number, including area code (888) 469-3887

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

Title of Class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ ☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ ☒ No ☒☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fi rm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates on the last business day of the registrant’s most recently completed second fiscal quarter. No market value has been computed based upon the fact that no active trading market has been established as of March 31, ~~2022~~2023.

As of January 34, ~~2023~~2024, the registrant had 105,515,460 shares of common stock issued and outstanding.

TABLE OF CONTENTS

		Page	~~Page~~
PART I
Item 1.	Business	~~Business~~1	1
Item 1A.	Risk Factors	~~Risk Factors~~1	1
Item 1B.	Unresolved Staff Comments	~~Unresolved Staff Comments~~1	1
Item 2.	Property	~~Property~~1	1
Item 3.	Legal Proceedings	~~Legal Proceedings~~1	1
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~1	1
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~2	2
Item 6.	[Reserved]	~~[Reserved]~~2	2
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	~~Management’s Discussion and Analysis of Financial Condition and Results of Operation~~2	2
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	~~Quantitative and Qualitative Disclosure About Market Risk~~4	4
Item 8.	Financial Statements and Supplementary Data	~~Financial Statements and Supplementary Data~~F-1	~~F-1~~
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~5	5
Item 9A.	Controls and Procedures	~~Controls and Procedures~~5	5
Item 9B.	Other Information	~~Other Information~~5	6
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.~~5	6
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~Directors, Executive Officers and Corporate Governance~~6	7
Item 11.	Executive Compensation	~~Executive Compensation~~7	8
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~8	9
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~Certain Relationships and Related Transactions, and Director Independence~~8	10
Item 14.	Principal Accountant Fees and Services	~~Principal Accountant Fees and Services~~9	10
PART IV
Item 15.	Exhibits, and Financial Statement Schedules	~~Exhibits, and Financial Statement Schedules~~11	12
Item 16	Form 10-K Summary	~~Form 10-K Summary~~11	12
	Signatures	~~Signatures~~12	13

PART I

ITEM 1. DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS

Unless the context indicates otherwise, as used in this Annual Report, the terms “OLB,” “we,” “us,” “our,” “our company” and “our business” refer, to The OLB Group, Inc., including its subsidiaries named herein. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, ~~and~~ and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” ~~These~~ These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Overview of Operations

We are a Data Centric company with business activities focused three main areas:

ZEUUS Data Centers

ZEUUS Energy

ZEUUS Cyber Security

All three ~~four~~ divisions work synergistically with each other in an synergetic ecosystem which enables growth and business protection. These technologies and divisions all stem from the massive requirements in our Data Centers.

While we are currently ~~negotiating for~~seeking ~~the~~to purchase ~~of three~~ data centers,. ~~the~~ZEUUS ~~recent~~Energy ~~acquisition~~division byis ~~our~~maturing ~~ZEUUS~~nicely ~~Energy~~and ~~division~~believe ofour a unique, and scalable Wind Turbine technology ~~has~~ uswill ~~very~~revolutionize ~~excited.~~the Wegreen ~~have~~energy ~~recently~~space. ~~opened~~We acontinue ~~500~~to ~~sqm,~~develop ~~brand~~green ~~new~~energy ~~research~~technology ~~and development facility~~ in our Montenegro ~~where~~lab where the final designs for the Wind Turbines are being tested and refined. We expect full commercial production of the Wind Turbines by the end of ~~3rd~~4th Quarter ~~2022~~ 2024.

We are also in negotiations for the acquisition of ~~two~~ cyber security companies and will update the market after we enter into definitive acquisition agreements.

Our mandate and focus are to harness the Cloud and provide all aspects of Data Services from protection to facilitation, to storage, to the sustainable energy consumption at all our Data Center locations.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 21B. ~~PROPERTIES~~UNRESOLVED STAFF COMMENTS

WeNot ~~do not own any property~~applicable.

ITEM 3 2. ~~LEGAL PROCEEDINGS~~PROPERTIES

~~There are no material claims,~~We ~~actions,~~do ~~suits,~~not ~~proceedings,~~own ~~or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against~~ any ~~of the Company’s officers, directors, or affiliates~~property.

ITEM 4 3. ~~MINE~~LEGAL ~~SAFETY DISCLOSURE~~PROCEEDINGS

~~Not~~There are ~~applicable~~no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.

1ITEM 4. MINE SAFETY DISCLOSURE

~~PART II~~Not applicable.

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~1

~~Market Information~~PART II

~~We are current listed under~~ITEM ~~the~~5. ~~symbol~~MARKET ~~“ZUUS”~~FOR onREGISTRANT’S ~~the~~COMMON ~~Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group~~EQUITY, ~~Inc.~~RELATED ~~(“OTC~~STOCKHOLDER ~~Pink”), where~~MATTERS anAND ~~established~~ISSUER ~~public~~PURCHASES ~~trading~~OF ~~market~~EQUITY ~~for our common stock does not yet exist.~~SECURITIES

~~At December 20, 2022 there~~Market were approximately 52 holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock held in street name. The transfer agent and registrar for our common stock is VStock Transfer, 18 Lafayette Pl, Woodmere, NY 11598. Their telephone number is (212) 828-8436.Information

~~Dividend~~We are ~~Policy~~listed under the symbol “ZUUS” on the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc. (“OTC Pink”), where an established public trading market for our common stock does not yet exist.

WeAt January ~~have~~4, ~~never~~2024 ~~paid~~there ~~any~~were ~~cash dividends~~approximately ~~and~~50 ~~intend,~~holders ~~for~~of ~~the~~record ~~foreseeable~~of ~~future,~~our tocommon ~~retain~~stock, ~~any~~although ~~future~~we ~~earnings~~believe ~~for~~that ~~the~~there ~~development~~are ofother ~~our~~persons ~~business.~~who are ~~Our~~beneficial ~~Board~~owners of ~~Directors will~~our ~~determine~~common ~~our~~stock ~~future~~held ~~dividend~~in ~~policy~~street onname. ~~the~~The ~~basis~~transfer ofagent ~~various~~and ~~factors,~~registrar ~~including~~for our ~~results~~common ofstock ~~operations~~is VStock Transfer, 18 ~~financial~~Lafayette ~~condition~~Pl, ~~capital requirements~~Woodmere, ~~and~~NY ~~investment~~11598. ~~opportunities~~Their telephone number is (212) 828-8436.

~~Recent Issuance of Unregistered Securities~~Dividend Policy

~~None~~We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

~~Securities Authorized for~~ Recent Issuance ~~Under~~of ~~Equity Compensation~~Unregistered ~~Plans~~Securities

None.

~~ITEM~~Securities Authorized 6.for ~~[Reserved]~~Issuance Under Equity Compensation Plans

~~ITEM 7~~None. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS~~

~~The following discussion should~~ITEM ~~be read in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this annual report~~6. ~~The~~ following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.[Reserved]

~~Results~~ITEM 7. ofMANAGEMENT’S ~~Operations~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

~~Year~~The following ~~Ended~~discussion ~~September~~should 30be read in conjunction with our consolidated financial statements, ~~2022~~including ~~Compared~~the tonotes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the ~~Year~~forward-looking ~~Ended~~statements. ~~September~~Factors 30that could cause or contribute to such differences include, ~~2021~~but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Revenue~~Results of Operations

~~During~~Year Ended ~~the years ended~~ September 30, ~~2022~~2023 ~~and 2021~~Compared weto ~~did~~the ~~not~~Year ~~generate~~Ended ~~any~~September ~~revenue.~~30, 2022

~~General and Administrative Expenses~~Revenue

~~For~~ During the ~~year~~years ended September 30, ~~2022,~~2023 ~~we had $579,799 in general~~ and ~~administrative expenses compared to $252,070 for the year ended September 30, 2021, an increase of $327,729 or 130%. Our primary expense in~~ 2022 ~~was~~we ~~for~~did ~~consulting~~not ~~which~~generate ~~increased~~any ~~approximately $166,000 to $287,000~~revenue. ~~We also had increases for investor relations (~$69,000), advertising and promotion (~$32,000) and other promotional activity (~$24,000).~~

2General and Administrative Expenses

~~Director~~For the ~~Compensation~~year ended September 30, 2023, we had $325,615 in general and administrative expenses compared to $562,697 for the year ended September 30, 2022, a decrease of $237,082 or 42.1%. in the current year we had a decrease in consulting of approximately $199,000. We also had decreases for investor relations (~$43,000), advertising and promotion (~$13,000) and other promotional activity (~$24,000).

~~For the year ended September 30, 2022, we had $34,650 in director compensation for the issuance of common stock compared to $0 for the year ended September 30, 2021.~~2

~~Professional~~Amortization and ~~Fees~~depreciation

For the year ended September 30, ~~2022~~2023, we had $~~176~~194,~~576~~808 inof ~~professional~~amortization ~~fees compared to~~ ($~~106~~180,~~042~~000) ~~for~~and ~~the~~depreciation ~~year ended September 30~~($14,808) ~~2021,~~expense ancompared ~~increase~~to of $7017,~~534 or 66.5%. Professional~~102 ~~fees consist~~ of ~~legal,~~just ~~audit~~depreciation ~~and~~expense ~~accounting~~for ~~fee, all of which increased in~~ the ~~current~~ year. ~~During~~ended ~~the~~September ~~current period we incurred $48~~30,~~900 for~~ ~~audit fees and $116,700 in legal fees and $11,000 for accounting fees~~2022.

~~Other Income/Expense~~Director Compensation

For the year ended September 30, ~~2022~~2023, we had $~~42,897~~0 ofin ~~total~~director ~~other~~compensation ~~expense~~ compared to $234,~~232~~650 ~~for~~in ~~the~~director ~~year~~compensation ~~ended~~for ~~September~~the ~~30,~~issuance ~~2021, an increase~~ of common ~~$40,665.~~stock ~~For~~compared for the year ended September 30, 2022~~, we had interest expense of $42,897~~ . ~~We are accruing interest on the loan from our CEO. In the prior year we had $3,856 of interest expense, offset with $1,624 of other income.~~

~~Net Loss~~Professional Fees

~~Our net loss for~~ For the year ended September 30, ~~2022~~ ~~was~~2023, we had $~~833~~142,~~922~~258 in professional fees compared to $~~360~~176,~~344~~576 for the year ended September 30, ~~2021~~2022, a decrease of $34,318 or 19.4%. ~~The~~Professional ~~increase~~fees inconsist ~~our~~of ~~net~~legal, ~~loss~~audit isand ~~due~~accounting fees. In the current period our accounting expense increased $4,750 to $15,750 and our audit expense increased ~~expenses~~$40,405, to $89,304. These increases were offset by a decrease in legal fees asof ~~discussed~~$79,474, ~~above~~for current year legal expense of $37,202.

~~Liquidity and Capital Resources~~Other Expense

AtFor the year ended September 30, ~~2022~~2023, we had ~~total~~$127,352 ~~current assets~~ of interest expense compared to $5842,~~623,~~897 ~~consisting~~of ~~primarily~~interest ofexpense ~~cash.~~for Wethe ~~had~~year ~~total~~ended ~~current~~September 30, ~~liabilities~~2022, an increase of $184,~~314,734~~455 ~~consisting~~or ~~mostly~~196.9%. ofThe ~~loans~~increase ~~from~~in interest expense is directly attributable to the increase in the balance of our related ~~parties~~party loans.

~~Changes in Cash Flows~~Net Loss

~~Cash~~Our net ~~Flows~~loss ~~from~~for ~~Operating~~the ~~Activities~~year ended September 30, 2023 was $790,033 compared to $833,922 for the year ended September 30, 2022. The decrease in our net loss is due to our decreased expenses as discussed above.

~~For the year ended September 30, 2022, we used~~Liquidity ~~$715,816~~and ofCapital ~~cash in operating activities compared to $282,239 for the year ended September 30, 2021.~~Resources

~~Cash~~At September ~~Flows~~30, 2023, we had total current assets of $365,386 consisting primarily of cash. We had total current liabilities of $2,331,279 consisting mostly of loans from ~~Investing~~related ~~Activities~~parties.

~~During year ended September 30, 2022, we used~~Changes ~~$56,765~~in ~~for~~Cash the purchase of property and equipment. During year ended September 30, 2021, we issued a note receivable for $150,000, all of which has been repaid. We also used $100,000 for the purchase of an intangible asset and $45,196 for other property and equipment.Flows

Cash Flows from ~~Financing~~Operating Activities

~~We have financed our operations primarily from loans from related parties.~~ For the year ended September 30, ~~2022~~2023, ~~net~~we ~~cash~~used ~~provided by financing activities was~~ $~~710~~550,~~526,~~590 ~~which included proceeds from the sale~~ of ~~common stock of $125,626 and~~ cash ~~from~~in ~~related~~operating ~~party~~activities ~~loans~~compared ofto $~~584~~715,~~900.~~816 ~~For~~for the year ended September 30, ~~2021, net cash provided by financing activities was $439,973~~2022.

~~The ability of the Company to continue as a going~~Cash ~~concern~~Flows isfrom ~~dependent~~Investing on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing of funds.Activities

3During year ended September 30, 2023, we used $110,788 for the purchase of property and equipment compared to $56,765 in the prior year.

~~Going~~Cash Flows ~~Concern~~from Financing Activities

We have ~~not~~financed ~~attained~~our ~~profitable~~ operations ~~and~~primarily ~~are~~from ~~dependent~~loans ~~upon~~from ~~obtaining~~related ~~financing~~parties. toFor ~~pursue~~the ~~any~~year ~~extensive~~ended September 30, 2023, net cash provided by financing activities. ~~For~~was ~~these~~$926,226, ~~reasons~~which included proceeds from the sale of common stock of $1,374 ~~our~~and ~~auditors~~cash ~~stated~~from inrelated ~~their report~~party onloans ~~our~~of ~~audited~~$922,226. For ~~financial~~the ~~statements~~year ~~that~~ended ~~they~~September ~~have~~30, ~~substantial~~2022, ~~doubt~~net ~~that~~cash weprovided ~~will~~by befinancing ~~able~~activities towas ~~continue~~$710,526, aswhich aincluded ~~going~~proceeds ~~concern~~from ~~without~~the sale ~~further~~of ~~financing~~common stock of $125,626 and cash from related party loans of $584,900.

The ~~Company has not yet established~~ anability ~~ongoing source~~ of ~~revenues sufficient to cover its operating costs for~~ the ~~next~~Company ~~fiscal year and allow it~~ to continue as a going concern~~. The~~ ~~ability~~is ofdependent on the Company’s ability to ~~continue~~raise asadditional acapital ~~going~~and ~~concern~~implement its isbusiness ~~dependent~~plan. onSince its inception, the Company ~~obtaining~~has ~~adequate~~been ~~capital~~funded toby ~~fund~~related ~~operating~~parties ~~losses until~~through itcapital ~~becomes~~investment ~~profitable~~and borrowing of funds.

~~Critical Accounting Policies~~3

~~Refer to Note 2 of our financial~~Going ~~statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.~~Concern

~~ITEM~~We have 7Anot attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. ~~QUANTITATIVE~~For ~~AND~~these ~~QUALITATIVE~~reasons, our ~~DISCLOSURES~~auditors ~~ABOUT~~stated ~~MARKET~~in ~~RISK~~their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

WeThe Company ~~are~~has anot ~~smaller~~yet ~~reporting~~established an ongoing source of revenues sufficient to cover its operating costs for the next fiscal year and allow ~~company~~it to continue as ~~defined~~a bygoing ~~Rule~~concern. ~~12b-2~~The ability of the ~~Securities~~Company ~~Exchange~~to ~~Act~~continue ofas ~~1934~~a ~~and~~going ~~are~~concern ~~not~~is ~~required~~dependent on the Company obtaining adequate capital to ~~provide~~fund ~~the~~operating ~~information~~losses ~~under~~until ~~this~~it ~~item~~becomes profitable.

4Critical Accounting Policies

~~ITEM~~Refer to 8.Note ~~FINANCIAL~~2 ~~STATEMENTS~~of ~~AND~~our ~~SUPPLEMENTARY~~financial ~~DATA~~statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.

~~INDEX~~ITEM 7A. TOQUANTITATIVE ~~FINANCIAL~~AND ~~STATEMENTS~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of September 30, 2022 and 2021	F-3
Statements of Operations for the years ended September 30, 2022 and 2021	F-4
Statements of Stockholders’ Equity (Deficit) for the years ended September 30, 2022 and 2021	F-5
Statements of Cash Flows for years ended September 30, 20221 and 2021	F-6
Notes to the Financial Statements	F-7

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~F-1~~4

~~REPORT~~ITEM 8. OFFINANCIAL ~~INDEPENDENT~~STATEMENTS ~~REGISTERED~~AND ~~PUBLIC~~SUPPLEMENTARY ~~ACCOUNTING FIRM~~DATA

ToINDEX TO ~~the~~FINANCIAL ~~Board of Directors and Shareholders of ZEUUS, INC.:~~STATEMENTS

Opinion on the Financial Statements

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets as of September 30, 2023 and 2022	F-3

Statements of Operations for the years ended September 30, 2023 and 2022	F-4

Statements of Stockholders’ Equity (Deficit) for the years ended September 30, 2023 and 2022	F-5

Statements of Cash Flows for years ended September 30, 2023 and 2022	F-6

Notes to the Financial Statements	F-7

We have audited the accompanying consolidated balance sheets of ZEUUS, INC. (the “Company”) as of September 30, 2022 and 2021 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the two years in the period ended September 30, 2022, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and 2021, and the results of its operations and its cash flows for the two years in the period ended September 30, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.F-1

~~Going~~REPORT OF ~~Concern~~INDEPENDENT ~~Matter~~REGISTERED PUBLIC ACCOUNTING FIRM

~~The accompanying financial statements have been prepared~~To ~~assuming that~~ the ~~Company~~Board ~~will~~of ~~continue~~Directors asand aShareholders ~~going~~of ~~concern. As discussed in Note 3 to the financial statements~~Zeuus, ~~the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern~~Inc. ~~Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Basis~~Opinion on ~~for~~the ~~Opinion~~Financial Statements

~~These~~We have ~~financial~~audited ~~statements~~the ~~are~~accompanying ~~the~~consolidated ~~responsibility of~~balance ~~the~~sheets ~~Company’s~~of ~~management~~Zeuus, Inc. ~~Our~~and ~~responsibility~~Subsidiary is(“the toCompany”) ~~express~~as anof ~~opinion~~September on30, 2023 and 2022, and the ~~Company’s~~related ~~financial~~consolidated statements ~~based~~of onoperations, ~~our audit.~~stockholders’ Wedeficit, ~~are~~and acash ~~public~~flows ~~accounting~~for ~~firm~~each ~~registered~~of ~~with~~ the ~~Public~~years in ~~Company~~the ~~Accounting~~two-year ~~Oversight~~period ~~Board~~ended ~~(United~~September ~~States)~~30, ~~(PCAOB)~~2023, and ~~are~~the ~~required~~ related notes (collectively referred to beas ~~independent~~the ~~with~~financial ~~respect~~statements). toIn our opinion, the ~~Company~~financial statements present fairly, in ~~accordance~~all ~~with~~material respects, the ~~U.S.~~financial ~~federal~~position ~~securities~~of ~~laws~~the Company as of September 30, 2023 and 2022 and the ~~applicable~~results ~~rules~~of its operations and ~~regulations~~ its cash flows for each of the ~~Securities~~years ~~and~~in ~~Exchange~~the ~~Commission~~two-year ~~and~~period ended September 30, 2023, in conformity with accounting principles generally accepted in the ~~PCAOB~~United States of America.

~~We conducted our audit in accordance with the standards~~Going of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Concern

~~Our~~The accompanying ~~audit~~financial ~~included~~statements ~~performing~~have ~~procedures~~been toprepared ~~assess~~ assuming that the ~~risks~~Company ofwill ~~material~~continue ~~misstatement~~as ofa ~~the~~going ~~financial~~concern. ~~statements,~~As ~~whether~~discussed ~~due~~in Note 3 to ~~error~~the orfinancial ~~fraud~~statements, ~~and~~the ~~performing~~Company ~~procedures~~has ~~that~~an ~~respond to~~accumulated ~~those~~deficit, ~~risks.~~net ~~Such~~losses, ~~procedures~~and ~~included~~negative ~~examining,~~cash onflows afrom ~~test~~operations. ~~basis~~These factors, among ~~evidence~~others, ~~regarding~~raise ~~the~~substantial ~~amounts~~doubt ~~and~~about ~~disclosures in~~ the ~~financial~~Company’s ~~statements. Our~~ability ~~audit~~to ~~also~~continue ~~included~~as ~~evaluating~~a ~~the~~going ~~accounting~~concern. ~~principles~~Management’s ~~used~~plans ~~and~~in ~~significant~~regard to ~~estimates~~these ~~made~~matters byare ~~management,~~also asdescribed ~~well~~in asNote ~~evaluating the~~3. ~~overall~~The ~~presentation of the~~ financial statements. Wedo ~~believe~~not ~~that~~include ~~our~~any ~~audit~~adjustments ~~provide~~that amight ~~reasonable~~result ~~basis~~from ~~for~~the ~~our~~outcome of ~~opinion~~this uncertainty.

~~Critical~~Basis for ~~Audit Matter~~Opinion

~~Critical~~These financial ~~audit~~statements ~~matters~~ are ~~matters~~ ~~arising~~the ~~from~~responsibility of the ~~current-period~~Company’s ~~audit~~management. ofOur responsibility is to express an opinion on the Company’s financial statements ~~that~~based ~~were~~on ~~communicated~~our oraudit. ~~required~~We toare bea ~~communicated~~public toaccounting firm registered with the ~~audit~~ ~~committee~~Public ~~and~~Company ~~that~~Accounting Oversight Board (1United States) ~~relate~~(PCAOB) toand ~~accounts~~are orrequired ~~disclosures~~to ~~that~~be ~~are~~independent ~~material~~with respect to the ~~financial~~Company ~~statements~~in ~~and~~accordance ~~(2)~~with ~~involved~~the ~~our~~U.S. ~~especially~~federal securities ~~challenging,~~laws ~~subjective,~~and orthe ~~complex~~applicable ~~judgments~~rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted ~~determined~~our audit in accordance with the standards of the PCAOB. Those standards require that ~~there~~we plan and perform the audit to obtain reasonable assurance about whether the financial statements are nofree ~~critical~~of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit ~~matters~~of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/SOur audit BFincluded ~~Borgers~~performing ~~CPA~~procedures PCto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

BFCritical Audit ~~Borgers CPA PC (PCAOB ID 5041)~~Matters

WeCritical audit ~~have~~matters ~~served~~are asmatters arising from the ~~Company's~~current ~~auditor~~period ~~since~~audit ~~2021~~of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

~~Lakewood~~Fruci & Associates II, COPLLC – PCAOB ID #05525

~~January~~We ~~13,~~have served as the Company’s auditor since 2023 .

~~F-2~~Spokane, Washington

~~ZEUUS~~January 16, ~~INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS~~2024

	September 30, 2022			September 30, 2021
ASSETS
Current Assets:
Cash	$	42,949		$	90,006
Deposit and other assets		15,674			21,717
Total current assets		58,623			111,723
Property and equipment, net		83,191			43,528
Intangible assets		900,000			900,000
Total other assets		983,191			943,528
Total Assets	$	1,041,814		$	1,055,251
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	45,846		$	52,772
Accrued interest– related party		49,107			6,209
Other current liabilities		60,197			35,858
Due to related parties		1,159,584			574,684
Total Current Liabilities		1,314,734			669,523
Total Liabilities		1,314,734			669,523
Commitments and contingencies		—			—
Stockholders’ Equity (Deficit):
Common Stock, par value $0.001, 200,000,000 shares authorized; 105,515,460 and 105,442,890 shares issued and outstanding, respectively		105,515			105,443
Additional paid-in capital		888,061			727,857
Accumulated other comprehensive income		17,060			2,062
Accumulated deficit		(1,283,556	)		(449,634	)
Total Stockholders’ Equity (Deficit)		(272,920	)		385,728
Total Liabilities and Stockholders’ Deficit	$	1,041,814		$	1,055,251

F-2

~~The~~ZEUUS, ~~accompanying~~INC. ~~notes~~AND ~~are~~SUBSIDIARY anCONSOLIDATED ~~integral~~BALANCE ~~part of these consolidated financial statements.~~SHEETS

F-3

	September 30, 2023			September 30, 2022
ASSETS
Current Assets:
Cash	$	300,028		$	42,949
Deposit and other assets		65,358			15,674
Total current assets		365,386			58,623

Property and equipment, net		179,171			83,191
Intangible assets		720,000			900,000
Total other assets		899,171			983,191

Total Assets	$	1,264,557		$	1,041,814

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accounts payable	$	36,062		$	45,846
Accrued interest– related party		175,429			49,107
Other current liabilities		37,979			60,197
Due to related parties		2,081,809			1,159,584
Other current liabilities		2,081,809			1,159,584
Total Current Liabilities		2,331,279			1,314,734
Total Liabilities		2,331,279			1,314,734

Commitments and contingencies		—			—

Stockholders’ Equity (Deficit):
Common Stock, par value $0.001, 200,000,000 shares authorized; 105,515,460 shares issued and outstanding		105,515			105,515
Additional paid-in capital		889,435			888,061
Accumulated other comprehensive income		11,917			17,060
Accumulated deficit		(2,073,589	)		(1,283,556	)
Total Stockholders’ Equity (Deficit)		(1,066,722	)		(272,920
Total Liabilities and Stockholders’ Deficit	$	1,264,557		$	1,041,814

~~ZEUUS,~~The accompanying ~~INC.~~notes ~~AND~~are ~~SUBSIDIARY~~an ~~CONSOLIDATED~~integral ~~STATEMENTS~~part OFof ~~OPERATIONS~~these consolidated financial statements.

	For the Years Ended September 30,
	2022			2021
Operating Expenses:
General and administrative	$	579,799		$	252,070
Director compensation		34,650			—
Professional fees		176,576			106,042
Total operating expenses		791,025			358,112
Loss from operations		(791,025	)		(358,112	)
Other income (expense)
Interest income		—			1,624
Interest expense		(42,897	)		(3,856	)
Total other expense		(42,897	)		(2,232	)
Loss before provision for income taxes		(833,922	)		(360,344	)
Provision for income taxes		—			—
Net Loss	$	(833,922	)	$	(360,344	)
Other comprehensive income:
Foreign currency translation adjustment		14,998			2,062
Comprehensive Loss		(818,924	)		(358,282	)
Loss per share, basic and diluted	$	(0.01	)	$	(0.00	)
Weighted average common shares outstanding, basic and diluted		105,515,460			105,347,370

F-3

~~The~~ZEUUS, ~~accompanying~~INC. ~~notes~~AND ~~are~~SUBSIDIARY anCONSOLIDATED ~~integral~~STATEMENTS ~~part of~~OF ~~these consolidated financial statements.~~OPERATIONS

F-4

	2023			2022
	For the Years Ended September 30,
	2023			2022
Operating Expenses:
General and administrative	$	325,615		$	562,697
Amortization and depreciation		194,808			17,102
Director compensation		—			34,650
Professional fees		142,258			176,576
Total operating expenses		662,681			791,025

Loss from operations		(662,681	)		(791,025	)

Other income (expense)
Interest income		—			—
Interest expense		(127,352	)		(42,897	)
Total other expense		(127,352	)		(42,897	)

Loss before provision for income taxes		(790,033	)		(833,922	)
Provision for income taxes		—			—

Net Loss	$	(790,033	)	$	(833,922	)

Other comprehensive income:
Foreign currency translation adjustment		(5,143	)		14,998
Comprehensive Loss		(795,176	)		(818,924	)

Loss per share, basic and diluted	$	(0.01	)	$	(0.01	)

Weighted average common shares outstanding, basic and diluted		105,515,460			105,515,460

~~ZEUUS,~~The accompanying ~~INC.~~notes ~~AND~~are ~~SUBSIDIARY~~an integral part of these consolidated financial statements.

~~CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT~~F-4

ZEUUS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED SEPTEMBER 30, ~~2022~~2023 AND 2022

	Common Stock				Additional Paid in			Accumulated			Other Comprehensive			Total Stockholders’ Equity
	Shares		Amount		Capital			Deficit			Income			(Deficit)
Balance, September 30, 2020		105,300,000	$	105,300	$	(72,000	)	$	(89,290	)	$	—		$	(55,990	)
Balance, September 30, 2021		105,442,890	$	105,443	$	727,857		$	(449,634	)	$	2,062		$	385,728
Common stock issued for intangible asset		142,890		143		799,857			—			—			800,000
Comprehensive loss		—		—		—			(360,344	)		2,062			(358,282	)
Balance, September 30, 2021		105,442,890		105,443		727,857			(449,634	)		2,062			385,728
Common stock issued for director services		23,100		23		34,627			—			—			34,650
Common stock issued for cash		49,470		49		125,577			—			—			125,626
Comprehensive loss		—		—		—			(833,922	)		14,998			(818,924	)
Balance, September 30, 2022		105,515,460	$	105,515	$	888,061		$	(1,283,556	)	$	17,060		$	(272,920	)
Balance		105,515,460		105,515		888,061			(1,283,556	)		17,060			(272,920	)
Cash from prior stock sale		—		—		1,374			—			—			1,374
Comprehensive loss		—		—		—			(790,033	)		(5,143	)		(795,176	)
Balance, September 30, 2023		105,515,460	$	105,515	$	889,435		$	(2,073,589	)	$	11,917		$	(1,066,722	)
Balance		105,515,460	$	105,515	$	889,435		$	(2,073,589	)	$	11,917		$	(1,066,722	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

	For the Years Ended September 30,
	2022			2021
Cash flows from operating activities:
Net Loss	$	(833,922	)	$	(360,344	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		17,102			1,668
Stock issued for director services		34,650			—
Changes in operating assets and liabilities:
Prepaid expense		—			3,810
Deposit and other assets		6,043			(21,717	)
Accounts payable		(6,926	)		52,277
Accrued interest– related party		42,898			6,209
Other current liabilities		24,339			35,858
Net cash used in operating activities		(715,816	)		(282,239	)
Cash flows from investing activities:
Issuance of note receivable		—			(150,000	)
Payment on note receivable		—			150,000
Purchase of intangible asset		—			(100,000	)
Purchase of equipment		(56,765	)		(45,196	)
Net cash used in investing activities		(56,765	)		(145,196	)
Cash flows from financing activities:
Proceeds from sale of common stock		125,626
Proceeds from related party loans		584,900			439,973
Net cash provided by financing activities		710,526			439,973
Net change in cash		(62,055	)		12,538
Effects of currency translation		14,998			2,062
Cash, beginning of year		90,006			75,406
Cash, end of year	$	42,949		$	90,006
Supplemental disclosure of cash flow information:
Cash paid for taxes	$	—		$	—
Cash paid for interest	$	—		$	—

ZEUUS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial statements.

	2023			2022
	For the Years Ended September 30,
	2023			2022
Cash flows from operating activities:
Net Loss	$	(790,033	)	$	(833,922	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		194,808			17,102
Stock issued for director services		—			34,650
Changes in operating assets and liabilities:
Deposit and other assets		(49,684	)		6,043	)
Accounts payable		(9,785	)		(6,926
Accrued interest– related party		126,322			42,898
Other current liabilities		(22,218	)		24,339
Net cash used in operating activities		(550,590	)		(715,816	)

Cash flows from investing activities:
Purchase of equipment		(110,788	)		(56,765	)
Net cash used in investing activities		(110,788	)		(56,765	)

Cash flows from financing activities:
Proceeds from sale of common stock		1,374			125,626
Proceeds from related party loans		922,226			584,900
Net cash provided by financing activities		923,600			710,526

Net change in cash		262,222			(62,055
Effects of currency translation		(5,143	)		14,998
Cash, beginning of year		42,949			90,006

Cash, end of year	$	300,028		$	42,949

Supplemental disclosure of cash flow information:
Cash paid for taxes	$	—		$	—
Cash paid for interest	$	—		$	—

~~F-6~~The accompanying notes are an integral part of these consolidated financial statements.

~~ZEUUS, INC. AND SUBSIDIARY~~F-6

~~NOTES~~ZEUUS, INC. TOAND ~~THE FINANCIAL STATEMENTS~~SUBSIDIARY

~~FOR~~NOTES TO THE ~~YEAR~~FINANCIAL ~~ENDED SEPTEMBER 30, 2022~~STATEMENTS

~~NOTE~~FOR THE ~~1 –~~YEAR ~~ORGANIZATION~~ENDED ~~AND~~SEPTEMBER ~~BUSINESS~~30, 2023

~~ZEUUS, INC. (formerly Kriptech International Corp.)~~NOTE ~~(the~~1 ~~“Company”)~~– isORGANIZATION aAND ~~corporation established under the corporation laws in the State of Nevada on March 20, 2016. The Company has adopted September 30 fiscal year end.~~BUSINESS

~~On June 11~~ZEUUS, INC. ~~2020,~~(formerly ~~Meshal~~Kriptech AlInternational ~~Mutawa,~~Corp.) ~~acquired control of 8,000,000 restricted shares of~~ (the “Company’s”) ~~issued~~is ~~and~~a ~~outstanding~~corporation ~~common~~established ~~stock, representing~~under ~~approximately 75.97% of~~ the ~~Company’s~~corporation ~~total~~laws ~~issued and outstanding common stock, from Anatolii Antontcev and Aleksandr Zausayev~~ in ~~exchange for $270,000 under~~ the State ~~terms~~ of aNevada ~~Stock~~on ~~Purchase~~March ~~Agreement~~20, by2016. ~~and~~The ~~among~~Company ~~Messrs.~~has Aladopted ~~Mutawa,~~September ~~Zausayev~~30 ~~and~~fiscal ~~Antontcev~~year end.

On June 11, 2020, ~~(i) Mr. Anatolii~~Meshal ~~Antontcev resigned~~Al ~~from~~Mutawa, ~~all~~acquired ~~positions~~control ~~with~~of 8,000,000 restricted shares of the Company,’s ~~including as~~issued ~~President~~and outstanding common stock, ~~Chief~~representing ~~Executive~~approximately ~~Officer,~~75.97% ~~Treasurer,~~of ~~Chief~~the ~~Financial~~Company’s ~~Officer~~total issued and asoutstanding acommon ~~Director~~stock, ~~(ii)~~from Anatolii Antontcev and Aleksandr Zausayev ~~resigned~~in asexchange for $270,000 under the ~~Secretary~~terms of a Stock Purchase Agreement by and among Messrs. Al Mutawa, Zausayev and Antontcev.

On June 11, 2020, (i) Mr. ~~Meshal~~ AlAnatolii ~~Mutawa~~Antontcev ~~was~~resigned ~~appointed~~from toall ~~the~~positions ~~Company’s~~with ~~Board of Directors and as~~ the Company’s, including as President, Chief Executive Officer, Treasurer, Chief Financial Officer, and as a Director, (ii) Aleksandr Zausayev resigned as the Secretary.

On ~~August~~June 3111, 2020, ~~Bassam A~~Mr.I. Meshal Al- Mutawa, ~~acquired~~was ~~control~~appointed ofto ~~eight million (8,000,000) restricted shares of~~ the Company’s ~~issued and~~Board ~~outstanding~~of ~~common~~Directors ~~stock,~~and ~~representing~~as ~~approximately 75.97% of~~ the Company’s ~~total issued and outstanding common stock~~President, ~~from~~Chief ~~Meshal~~Executive AlOfficer, ~~Mutawa~~Treasurer, ~~through~~Chief anFinancial ~~Assignment by and between Mr. Meshal Al Mutawa~~Officer, and MrSecretary. ~~Bassam A.I. Al-Mutawa.~~

On August 31, 2020, ~~Mr.~~ Bassam A.I. Al-Mutawa, ~~was~~acquired ~~appointed~~control toof eight million (8,000,000) restricted shares of the Company’s ~~Board~~issued and ofoutstanding ~~Directors~~common ~~and~~stock, asrepresenting approximately 75.97% of the Company’s ~~President~~total issued and outstanding common stock, from ~~Chief~~Meshal ~~Executive~~Al ~~Officer,~~Mutawa ~~Treasurer,~~through ~~Chief~~an ~~Financial~~Assignment ~~Officer~~by and between Mr. Meshal Al Mutawa, and ~~Secretary~~Mr. Bassam A.I. Al-Mutawa.

On August ~~March 9~~31, ~~2021~~2020, ~~the Financial~~Mr. ~~Industry~~Bassam ~~Regulatory~~A.I. ~~Authority~~Al-Mutawa ~~(“FINRA”) approved~~was appointed to the Company’s ~~name~~Board ~~change~~of toDirectors ~~Zeuus, Inc.~~ and ~~its~~as ~~trading symbol to ZUUS. The market effective date of~~ the ~~name~~Company’s ~~and~~President, Chief ~~trading~~Executive ~~symbol~~Officer, ~~change~~Treasurer, ~~was~~Chief ~~March~~Financial 10Officer, ~~2021~~and Secretary.

~~NOTE~~On March ~~2 –~~9, ~~SUMMARY~~2021, OFthe ~~SIGNIFICANT~~Financial ~~ACCOUNTING~~Industry ~~POLICIES~~Regulatory Authority (“FINRA”) approved the Company’s name change to Zeuus, Inc. and its trading symbol to ZUUS. The market effective date of the name and trading symbol change was March 10, 2021.

~~Basis~~NOTE 2 of– ~~Presentation~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The Company’s consolidated financial statements~~Basis ~~have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America (“U.S. GAAP”).~~Presentation

~~Use~~The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~estimates~~America (“U.S. GAAP”).

~~The preparation of financial statements in conformity~~Use ~~with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~ and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

~~Concentrations~~The preparation of ~~Credit~~financial ~~Risk~~statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

~~We maintain our cash in bank deposit accounts,~~Concentrations ~~the balances~~ of ~~which~~Credit at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).Risk

~~Cash~~We maintain ~~equivalents~~our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended September 30, 2022 or 2021.F-7

~~Principles of Consolidation~~Cash equivalents

The ~~accompanying consolidated financial statements~~ ~~for~~Company ~~the~~considers ~~years~~all ~~ended~~highly ~~September~~liquid ~~30,~~investments ~~2022~~with ~~and~~a ~~2021,~~maturity ~~include~~of ~~the~~three ~~accounts~~months ofor ~~the~~less ~~Company~~when ~~and~~purchased ~~its~~to ~~wholly~~be ~~owned~~cash ~~subsidiaries~~equivalents. ~~Zeuus Energy,~~There ~~incorporated~~were onno ~~July~~cash ~~27,~~equivalents ~~2021~~for inthe ~~Montenegro~~years isended ~~currently~~September ~~the~~30, ~~only~~2023 ~~operating~~or ~~subsidiary~~2022.

~~F-7~~Principles of Consolidation

~~Translation~~The accompanying ~~Adjustment~~consolidated financial statements for the years ended September 30, 2023 and 2022, include the accounts of the Company and its wholly owned subsidiaries. Zeuus Energy, incorporated on July 27, 2021 in Montenegro is currently the only operating subsidiary. All inter-company balances are eliminated in consolidation.

~~For the years ended September 30, 2022 and 2021,~~Translation the accounts of the Company’s subsidiary Zeuus Energy, Inc, are maintained in Euros. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.Adjustment

~~Comprehensive~~For the years ended September 30, 2023 and 2022, the accounts of the Company’s subsidiary Zeuus Energy, Inc, are maintained in Euros. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.

~~The Company uses SFAS 130 “Reporting~~ Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income for the years ended September 30, 2022 and 2021 is included in net loss and foreign currency translation adjustments.

~~Property~~The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all ~~Equipment~~changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income for the years ended September 30, 2023 and 2022 is included in net loss and foreign currency translation adjustments.

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred.Reclassifications

~~Basic~~Certain reclassifications ~~and~~have ~~Diluted~~been ~~Earnings~~made ~~Per~~to ~~Share~~the prior period financial information to conform to the presentation used in the financial statements for the year ended September 30, 2023. There was no impact to net loss as a result of any reclassifications.

~~Net income (loss) per common share is computed~~Property pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and ~~potentially~~ outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of September 30, 2022 and 2021, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.Equipment

~~Stock~~Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-~~based~~line ~~Compensation~~method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred.

~~We account for equity-based transactions with~~Basic ~~employees~~ and ~~non-employees~~Diluted ~~under~~Earnings ~~the~~Per provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.Share

~~Fair~~Net income ~~value~~(loss) per common share is computed pursuant to section 260-10-45 of ~~financial~~the ~~instruments~~FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of September 30, 2023 and 2022, there are no potentially dilutive shares of common stock.

~~The Company follows paragraph 825~~Stock-~~10-50-10 of~~based the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:Compensation

~~Level~~We account 1:for ~~Quoted~~equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices ~~available~~of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments ~~assets~~are not available, the fair value shall be estimated by using a valuation technique or ~~liabilities~~model asthat ofcomplies with the ~~reporting~~measurement ~~date~~objective, as described in FASB ASC Topic 718.

~~Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.~~F-8

~~Level 3: Pricing inputs that are generally unobservable inputs and~~Fair ~~not~~value ~~corroborated~~of byfinancial ~~market data.~~instruments

The Company ~~carrying~~follows ~~amount~~paragraph 825-10-50-10 of the ~~Company’s~~FASB Accounting Standards Codification for disclosures about fair value of its financial ~~assets~~instruments and ~~liabilities,~~paragraph ~~such~~820-10-35-37 asof ~~cash,~~the ~~prepaid~~FASB ~~expenses~~Accounting ~~and~~Standards ~~accrued~~Codification ~~expenses~~(“Paragraph ~~approximate~~820-10-35-37”) ~~their~~to measure the fair value ~~because~~ of ~~the~~its ~~short~~financial ~~maturity~~instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of ~~those~~America ~~instruments~~(U.S. ~~The~~GAAP), ~~Company’s~~and ~~notes~~expands ~~payable~~disclosures ~~represent~~about ~~the~~fair value measurements. To increase consistency and comparability in fair value ofmeasurements ~~such~~and ~~instruments~~related asdisclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the ~~notes~~inputs ~~bear~~to ~~interest~~valuation ~~rates~~techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives ~~that~~the ~~are~~highest ~~consistent~~priority ~~with~~to ~~current~~quoted ~~market~~prices ~~rates~~(unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

~~F-8~~Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

~~Recently~~Level 2: ~~issued~~Pricing ~~accounting~~inputs ~~pronouncements~~other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

~~The Company has implemented all new applicable~~Level ~~accounting~~3: ~~pronouncements~~Pricing inputs that are ingenerally ~~effect. These~~unobservable ~~pronouncements~~inputs ~~did not have any material impact on the financial statements unless otherwise disclosed,~~ and ~~the Company does~~ not ~~believe~~corroborated ~~that~~by ~~there~~market ~~are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations~~data.

~~NOTE~~The carrying ~~3 –~~amount ~~GOING~~of ~~CONCERN~~the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable represent the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

~~The Company’s consolidated financial statements~~Recently asissued ~~of September 30, 2022, were prepared using generally accepted~~ accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit at September 30, 2022 of $1,283,556, had a net loss of $833,922 and $715,816 of cash used in operations for the year ended September 30, 2022. The Company has not yet established a source of revenue. These factors raise substantial doubt about its ability to continue as a going concern.pronouncements

InThe Company ~~order~~has toimplemented ~~continue~~all asnew aapplicable ~~going~~accounting ~~concern,~~pronouncements ~~the~~that ~~Company will~~are ~~need,~~in ~~among other things, additional capital resources~~effect. ~~Management’s~~These ~~plan~~pronouncements isdid tonot ~~obtain~~have ~~such~~any ~~resources~~material impact ~~for~~on the ~~Company~~financial bystatements ~~obtaining capital~~unless ~~from~~otherwise ~~management~~disclosed, and ~~significant~~the ~~shareholders~~Company ~~sufficient~~does tonot ~~meet~~believe ~~its~~that ~~minimal~~there ~~operating~~are ~~expenses~~any ~~and~~other ~~seeking~~new ~~third party equity~~accounting ~~and/or~~pronouncements ~~debt~~that ~~financing.~~have ~~However,~~been ~~management~~issued ~~cannot provide any assurances~~ that ~~the~~might ~~Company~~have ~~will~~a bematerial ~~successful~~impact inon ~~accomplishing any of~~ its ~~plans.~~ ~~These~~ financial ~~statements~~position ~~do not include any adjustments related to the recoverability and classification of assets~~ or ~~the~~results ~~amounts and classification~~ of ~~liabilities that might be necessary should the Company be unable to continue as a going concern~~operations.

NOTE 3 4 – ~~NOTE~~GOING ~~RECEIVABLE~~CONCERN

OnThe Company’s ~~January~~consolidated 8financial statements as of September 30, ~~2021~~2023, ~~a promissory~~were ~~note~~prepared ~~for~~using ~~$150,000~~generally ~~was~~accepted ~~entered~~accounting ~~into~~principles in ~~between~~the ~~WNT~~United ~~Solutions~~States ~~LLC,~~of America applicable to a ~~Dubai~~going ~~Corporation~~concern, ~~and~~which contemplates the ~~Company.~~realization ~~The~~of ~~Note~~assets ~~accrues interest~~and atliquidation of liabilities in the ~~rate~~normal course of 5%business. ~~per~~The ~~annum~~Company ~~and~~has ~~matures~~an ~~July~~accumulated ~~31,~~deficit ~~2021. On~~at ~~March~~September 2930, ~~2021,~~2023 ~~the~~of ~~Company~~$2,073,589, ~~received~~had a ~~payment~~net loss of $75790,~~000 of~~033 ~~principal~~ and $~~771~~550,590 of ~~interest.~~cash Inused ~~April~~in ~~2021,~~operations for the ~~remaining~~year ~~balance~~ended ofSeptember ~~$75~~30,~~000~~ ~~and~~2023. ~~all~~The ~~interest~~Company ~~due~~has ~~was~~not ~~repaid~~yet established a source of revenue. These factors raise substantial doubt about its ability to continue as a going concern.

~~NOTE~~In order 5to –continue ~~INTANGIBLE~~as ~~ASSET~~a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~On June 1, 2021, the~~NOTE ~~Company~~4 ~~completed~~– ~~the~~INTANGIBLE closing of the transactions under the terms of the Asset Purchase Agreement with Andrei Seleznev, Nikolay Alekseev, and Ilia Alekseev (collectively, “Sellers”), dated May 12, 2021, to purchase the assets comprising the Wind Turbine Technology. In exchange for these assets, the Company paid $100,000 in cash, and issued 14,289 shares of its common stock to the Sellers. The shares were valued at $800,000 based on the average of the closing price per share of the Company’s common stock for the 30 trading days prior to the effective date of the agreement. In addition, the Company entered into employment agreements with each Seller to further develop the wind turbine technology and acquired assets. Before this transaction, the Company had no material relationship with any of the Sellers.ASSET

~~NOTE~~On June 61, –2021, ~~PROPERTY~~the ~~AND~~Company ~~EQUIPMENT~~completed the closing of the transactions under the terms of the Asset Purchase Agreement with Andrei Seleznev, Nikolay Alekseev, and Ilia Alekseev (collectively, “Sellers”), dated May 12, 2021, to purchase the assets comprising the Wind Turbine Technology. In exchange for these assets, the Company paid $100,000 in cash, and issued 14,289 shares of its common stock to the Sellers. The shares were valued at $800,000 based on the average of the closing price per share of the Company’s common stock for the 30 trading days prior to the effective date of the agreement. In addition, the Company entered into employment agreements with each Seller to further develop the wind turbine technology and acquired assets. Before this transaction, the Company had no material relationship with any of the Sellers.

~~Property and equipment are recorded at cost. Depreciation is computed using the straight~~F-~~line method over the estimated useful lives of the various classes of assets as follows between three and five years.~~9

~~Long~~Intangible asset ~~lived~~stated ~~assets,~~at ~~including property and equipment~~cost, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less ~~than~~ ~~their~~accumulated ~~carrying~~amortization ~~values.~~consisted ~~Measurement~~ of ~~an impairment loss is based on~~ the ~~fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.~~following:

~~Maintenance~~SCHEDULE ~~and~~OF ~~repair~~INTANGIBLE expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.ASSET

F-9

	September 30, 2023			September 30, 2022
Wind Turbine Technology	$	900,000		$	900,000
Less: accumulated amortization		(180,000	)		—
Intangible asset, net	$	720,000		$	900,000

~~Property and equipment stated at cost, less accumulated~~Amortization ~~depreciation consisted of the following:~~expense

	September 30, 2022			September 30, 2021
Property and equipment	$	100,293		$	45,196
Less: accumulated depreciation		(17,102	)		(1,668	)
Property and equipment, net	$	83,191		$	43,528

Amortization expense for the nine months ended September 30, 2023 and 2022 was $180,000 and $0. respectively.

~~Depreciation~~NOTE 5 ~~expense~~– PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation ~~expense for~~is computed using the ~~years~~straight-line ~~ended~~method ~~September~~over ~~30,~~the ~~2022~~estimated ~~and~~useful ~~2021~~lives ~~was~~of ~~$17,102~~the various classes of assets as follows between three and ~~$1,668,~~five ~~respectively~~years.

~~NOTE~~Long lived 7assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived ~~COMMON~~assets ~~STOCK~~to ~~TRANSACTIONS~~be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

~~Pursuant to the terms of the Asset Purchase Agreement~~Maintenance ~~(Note~~and 5)repair expenses, ~~the~~as ~~Company issued 14~~incurred,~~289~~ ~~shares~~are ofcharged ~~common~~to ~~stock~~expense. ~~The~~Betterments ~~shares~~and ~~were~~renewals ~~valued~~are atcapitalized ~~$800,000~~in ~~based~~plant onand ~~the~~equipment ~~average~~accounts. ofCost and ~~the~~accumulated ~~closing~~depreciation ~~price per~~applicable ~~share~~to ofitems ~~the~~replaced ~~Company’s~~or ~~common~~retired ~~stock~~are ~~for~~eliminated from the 30related ~~trading~~accounts ~~days~~with ~~prior~~any togain ~~the~~or ~~effective~~loss ~~date~~on the ofdisposition ~~the~~included ~~Agreement~~as income.

~~On July 18, 2022, the Company amended its Articles~~Property ofand ~~Incorporation~~equipment ~~effectuating~~stated aat ~~one~~cost, ~~for~~less ~~ten~~accumulated ~~forward~~depreciation ~~split~~consisted of the common stock. At the same time the authorized common stock was increased from 75,000,000 to 200,000,000. All shares throughout these financial statements have been retroactively adjusted to reflect the forward split.following:

~~During~~SCHEDULE ~~the~~OF ~~year~~PROPERTY ~~ended~~AND ~~September 30, 2022, the Company sold 49,470 shares of common stock for total cash proceeds of $125,626.~~EQUIPMENT

NOTE 8 – RELATED PARTY TRANSACTIONS


	September 30, 2023			September 30, 2022
Property and equipment	$	208,576		$	100,293
Less: accumulated depreciation		(29,405	)		(17,102	)
Property and equipment, net	$	179,171		$	83,191

~~In support of the Company’s efforts and~~Depreciation cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.expense

~~Since~~Depreciation expense ~~March~~for ~~20,~~the ~~2016,~~years ~~(inception)~~ended ~~through~~ September 30, ~~2022,~~2023 ~~Meshal~~and Al2022 ~~Mutawa,~~was ~~the Company’s former president~~$14,808 ~~treasurer~~ and ~~director~~$17, ~~and son of Bassam Al-Mutawa~~102, ~~has loaned the Company funds to pay for incorporation costs and operating expenses~~respectively. ~~The following is summary of the loans as of September 30, 2022.~~

Date	Maturity	Rate			Default Rate			Balance 9/30/2021		Additions		Balance 6/30/2022
8/30/2021	10/31/2022		8	%		16	%	$	100,000	$	—	$	100,000
2020	n/a		n/a			n/a		$	13,823	$	—	$	13,823
10/12/2021	10/12/2022		8	%		16	%	$	—	$	100,000	$	100,000
10/25/2021	10/25/2022		8	%		16	%	$	—	$	150,000	$	150,000
3/24/2022	3/24/2023		8	%		16	%	$	—	$	45,000	$	45,000
4/11/2022	4/11/2023		8	%		16	%	$	—	$	80,000	$	80,000
6/6/2022	6/6/2023		8	%		16	%	$	—	$	50,000	$	50,000
7/18/2022	7/18/2023		8	%		16	%	$	—	$	100,000	$	100,000
9/20/2022	9/20/2023		8	%		16	%	$	—	$	60,000	$	60,000
Balance								$	113,823	$	585,000	$	698,823

NOTE 6 - COMMON STOCK TRANSACTIONS

~~Total~~On July ~~accrued~~25, ~~interest~~2022, onthe Company was advised by FINRA that the ~~above~~10:1 ~~notes~~forward asstock split of ~~September~~ 30the Company’s common stock was effective July 25, 2022. Immediately following the effectiveness of the forward stock split, isthere ~~$36~~were 105,~~002~~509,660 shares of the Company’s common stock issued and outstanding, as compared to 10,550,966 shares of the Company’s common stock issued and outstanding immediately prior to the forward stock split. All shares throughout these financial statements and Form 10-K have been retroactively adjusted to reflect the forward stock split.

~~On January 7, 2021, Bassam Al-Mutawa,~~During ~~CEO, loaned~~ the ~~Company~~year ~~$240,000.~~ended OnSeptember ~~January 8~~30, ~~2021~~2022, the Company ~~issued~~sold ~~Mr. Al-Mutawa~~49,470 ashares ~~Promissory Note in the principal amount~~ of ~~$150,000~~common ~~(the~~stock ~~“Note”)~~for intotal ~~consideration of~~ cash inproceeds ~~the amount~~ of $~~150~~125,~~000~~626. The Note accrues interest at the rate of 5% per annum and matures January 8, 2022. As of September 30, 2022, there is $13,104 of interest accrued on this note. In addition to the Note, Mr. Al-Mutawa, has advanced additional funds to the Company. As of September 30, 2022, the Company owes total principal of $460,761.

~~During the year ended September 30, 2022, the Company granted 23,100 shares of common stock to its directors for services. The shares were valued at $1.50 per share for total non~~F-~~cash expense of $34,650.~~10

~~F-10~~NOTE 7 – RELATED PARTY TRANSACTIONS

~~NOTE~~In support 9of –the ~~INCOME~~Company’s ~~TAX~~efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

~~Deferred taxes are provided on a liability method~~Since ~~whereby~~March ~~deferred~~20, ~~tax~~2016, ~~assets~~(inception) ~~are~~through ~~recognized~~September ~~for~~30, ~~deductible~~2023, ~~temporary~~Meshal ~~differences~~Al ~~and~~Mutawa, ~~operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are~~ the ~~differences~~Company’s ~~between~~former ~~the~~president, ~~reported~~treasurer ~~amounts of assets~~ and ~~liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when~~director, ~~in the opinion of management,~~ itand isson ~~more likely than not that some portion or all~~ of ~~the~~Bassam ~~deferred~~Al-Mutawa, ~~tax assets will not be realized. The Company~~ has ~~evaluated~~loaned ~~Staff Accounting Bulletin No. 118 regarding~~ the ~~impact~~Company offunds ~~the~~to ~~decreased~~pay ~~tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted~~ for ~~the~~incorporation ~~effects~~costs ~~of changes in tax laws~~ and ~~rates~~operating ~~on the date of enactment~~expenses. The ~~U.S.~~following ~~federal income tax rate of 21%~~ is ~~being used~~summary ~~due~~of to the ~~new~~loans ~~tax~~as ~~law~~of ~~recently~~September ~~enacted~~30, 2023.

~~Net~~SCHEDULE ~~deferred~~OF ~~tax~~SUMMARY ~~assets~~OF ~~consist~~THE ~~of the following components as of September 30:~~LOANS

Deferred tax asset attributable to:	2022			2021
Date	Maturity			Rate			Default Rate			Balance 9/30/2022		Additions		Balance 9/30/2023
Net operating loss carryover	$	175,124		$	75,240
8/30/2021		10/31/2022			8	%		16	%	$	100,000	$	—	$	100,000
Less: valuation allowance		(175,124	)		(75,240	)
2020		n/a			n/a			n/a		$	13,823	$	—	$	13,823
Net deferred tax asset	$	—		$	—
10/12/2021		10/12/2022			8	%		16	%	$	100,000	$	—	$	100,000
10/25/2021		10/25/2022			8	%		16	%	$	150,000	$	—	$	150,000
3/24/2022		3/24/2023			8	%		16	%	$	45,000	$	—	$	45,000
4/11/2022		4/11/2023			8	%		16	%	$	80,000	$	—	$	80,000
6/6/2022		6/6/2023			8	%		16	%	$	50,000	$	—	$	50,000
7/18/2022		7/18/2023			8	%		16	%	$	100,000	$	—	$	100,000
9/20/2022		9/20/2023			8	%		16	%	$	60,000	$	—	$	60,000
11/22/2022		11/22/2023			8	%		16	%	$	—	$	151,974	$	151,974
1/24/2023		1/24/2024			8	%		16	%	$	—	$	97,758	$	97,758
3/16/2023		3/16/2024			8	%		16	%	$	—	$	50,000	$	50,000
5/16/2023		5/16/2024			8	%		16	%	$	—	$	27,374	$	27,374
6/5/2023		6/5/2024			8	%		16	%	$	—	$	113,974	$	113,974
7/27/2023		7/27/2024			8	%		16	%	$	—	$	16,224	$	16,224
7/31/2023		7/31/2024			8	%		16	%	$	—	$	9,974	$	9,974
8/7/2023		8/7/2024			8	%		16	%	$	—	$	4,974	$	4,974
8/8/2023		8/8/2024			8	%		16	%	$	—	$	449,974	$	449,974
Balance										$	698,823	$	922,226	$	1,621,049

AtTotal accrued ~~September~~interest ~~30,~~on ~~2022,~~ the ~~Company~~above ~~had~~notes ~~net~~as ~~operating loss carry forwards~~ of ~~approximately $270,000 that may be offset against future taxable income. No tax benefit has been reported in the~~ September 30, ~~2022~~2023 orand ~~2021~~2022, ~~financial statements since the potential tax benefit~~ is ~~offset~~$154,741 byand a$36,002, ~~valuation allowance of the same amount~~respectively.

On January ~~December~~7, 222021, ~~2017~~Bassam Al-Mutawa, CEO, loaned the UCompany $240,000.S. ~~government enacted~~On ~~comprehensive~~January ~~tax~~8, ~~legislation~~2021, ~~commonly~~the ~~referred~~Company toissued asMr. ~~the~~Al-Mutawa, ~~Tax~~a ~~Cut~~Promissory ~~and~~Note ~~Jobs~~in ~~Act~~the principal amount of $150,000 (the “~~Tax Act~~Note”). ~~The~~in ~~Tax~~consideration ~~Act~~of ~~establishes~~cash ~~new~~in the amount of $150,000. ~~tax~~The ~~laws~~Note ~~that~~accrues ~~affects~~interest ~~2018~~at the rate of 5% per annum and ~~future~~matures ~~years~~January 8, ~~including~~2022. aAs ~~reduction~~of inSeptember 30, 2023, there is $20,688 of interest accrued on this note. In addition to the UNote, Mr.S. ~~federal~~Al-Mutawa, ~~corporate~~has ~~income~~advanced ~~tax~~additional ~~rate~~funds to ~~21%~~the ~~effective~~Company. ~~January~~As of 1September 30, ~~2018~~2023, the Company owes total principal and interest of $460,760 and $20,688, respectively.

~~Due to~~ During the ~~change~~year inended ~~ownership~~September ~~provisions~~30, of2022, the ~~Tax~~ ~~Reform~~Company ~~Act~~granted ~~of 1986~~23,100 ~~net~~shares ~~operating~~of ~~loss~~common ~~carry~~stock ~~forwards~~to ~~for~~its ~~federal~~directors ~~income~~for ~~tax~~services. ~~reporting~~The ~~purposes~~shares ~~are~~were ~~subject~~valued at ~~to annual limitations~~$1. ~~Should a~~50 ~~change~~per inshare ~~ownership~~for ~~occur,~~total ~~net~~non-cash ~~operating~~expense ~~loss~~of ~~carry forwards may be limited as to use in future years~~$34,650.

~~ASC Topic 740 provides guidance on the accounting~~NOTE ~~for~~8 ~~uncertainty~~– inINCOME ~~income~~TAX taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

~~The~~Deferred taxes ~~Company~~are ~~includes~~provided ~~interest~~on ~~and~~a ~~penalties~~liability ~~arising~~method whereby deferred tax assets are recognized for deductible temporary differences and operating ~~from~~loss ~~the~~and ~~underpayment~~tax ofcredit ~~income~~carry ~~taxes~~forwards inand deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the ~~statements~~differences between the reported amounts of ~~operations~~assets inand ~~the~~liabilities ~~provision~~and ~~for~~their ~~income~~tax ~~taxes~~bases. AsDeferred oftax ~~September~~assets ~~30,~~are ~~2022~~reduced by a valuation allowance when, in the ~~Company~~ ~~had~~opinion noof ~~accrued~~management, ~~interest~~it is more likely than not that some portion or ~~penalties~~all ~~related~~of tothe ~~uncertain~~deferred tax ~~positions~~assets will not be realized. The Company ishas ~~subject~~evaluated toStaff ~~examination~~Accounting byBulletin No. 118 regarding the ~~various taxing~~impact ~~authorities~~of ~~beginning~~the ~~with~~decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax ~~year~~assets ~~ended~~and ~~December~~liabilities ~~31,~~are ~~2017~~adjusted ~~(or~~for the ~~tax~~effects ~~year~~of ~~ended~~changes ~~December~~in ~~31,~~tax ~~2003~~laws ifand rates on the date ~~Company~~of ~~were~~enactment. The U.S. federal income tax rate of 21% is being used due to ~~utilize~~ ~~its~~the ~~NOLs)~~new tax law recently enacted.

~~NOTE 10~~ F- ~~SUBSEQUENT EVENTS~~11

~~Management has evaluated subsequent events pursuant~~Net todeferred ~~the~~tax ~~requirements~~assets consist of ~~ASC Topic 855, from~~ the ~~balance~~following ~~sheet~~components ~~date~~as ~~through~~of ~~the~~September ~~date the financial statements were issued and has determined that no material subsequent events exist.~~30:

~~F-11~~ SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


Deferred tax asset attributable to:	2023			2022
Net operating loss carryover	$	166,000		$	175,124
Less: valuation allowance		(166,000	)		(175,124	)
Net deferred tax asset	$	—		$	—

~~None~~At September 30, 2023, the Company had net operating loss carry forwards of approximately $166,000 that may be offset against future taxable income. No tax benefit has been reported in the September 30, 2023 or 2022 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

~~ITEM~~On December 9A22, 2017, the U.S. ~~CONTROLS~~government ~~AND~~enacted ~~PROCEDURES~~comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.

~~Our management is responsible~~Due ~~for~~to ~~establishing~~the ~~and~~change ~~maintaining~~in aownership ~~system~~provisions of ~~disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~ ~~Act)~~Tax ~~that~~Reform ~~is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange~~ Act isof ~~recorded~~1986, ~~processed,~~net ~~summarized~~operating ~~and~~loss ~~reported,~~carry ~~within~~forwards ~~the~~for ~~time~~federal ~~periods~~income ~~specified~~tax ~~in the Commission’s rules and forms.~~reporting ~~Disclosure~~purposes ~~controls~~are ~~and~~subject ~~procedures include, without limitation, controls and procedures designed~~ to ~~ensure~~annual ~~that~~limitations. ~~information~~Should ~~required~~a ~~to be~~change ~~disclosed by an issuer~~ in ~~the~~ownership ~~reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management~~occur, ~~including~~net ~~its~~operating ~~principal~~loss ~~executive~~carry ~~officer~~forwards ormay ~~officers~~be ~~and~~limited ~~principal financial officer or officers, or persons performing similar functions,~~ as ~~appropriate~~ to use ~~allow~~in ~~timely~~future ~~decisions regarding required disclosure~~years.

~~An evaluation was conducted under the supervision~~ASC ~~and~~Topic ~~with~~740 ~~the~~provides ~~participation~~guidance ofon ~~our management of~~ the ~~effectiveness~~accounting offor ~~the~~uncertainty ~~design~~in ~~and~~income ~~operation~~taxes ofrecognized ~~our~~in ~~disclosure~~a ~~controls~~company’s ~~and~~financial ~~procedures as of September 30, 2022~~statements. ~~Based~~Topic 740 onrequires ~~that~~a ~~evaluation,~~company ~~our~~to ~~management~~determine ~~concluded~~whether ~~that~~it ~~our~~is ~~disclosure~~more ~~controls~~likely ~~and~~than ~~procedures were~~ not ~~effective as~~that ofa ~~such~~tax ~~date~~position towill ~~ensure~~be ~~that~~sustained ~~information~~upon ~~required~~examination tobased ~~be disclosed in~~ upon the ~~reports~~technical ~~that~~merits weof ~~file~~the orposition. ~~submit~~If ~~under~~ the ~~Exchange~~more-likely-than-not ~~Act,~~threshold is ~~recorded~~met, ~~processed,~~ ~~summarized~~a ~~and~~company ~~reported~~must ~~within~~measure the ~~time~~tax ~~periods~~position ~~specified~~to ~~in SEC rules and forms. Such officer also confirmed that there was~~determine ~~no change in our internal control over financial reporting during~~ the ~~year~~amount ~~ended September 30, 2022, that has materially affected, or is reasonably likely~~ to ~~materially~~recognize ~~affect,~~in ~~our~~the ~~internal control over~~ financial ~~reporting~~statements.

~~Management’s~~The Company ~~Report~~includes oninterest ~~Internal~~and ~~Control~~penalties arising from the underpayment of income taxes in the statements of operations in the provision ~~over~~for ~~Financial~~income ~~Reporting~~taxes. As of September 30, 2023, the Company had no accrued interest or penalties related to uncertain tax positions. The Company is subject to examination by the various taxing authorities beginning with the tax year ended December 31, 2018 (or the tax year ended December 31, 2004 if the Company were to utilize its NOLs).

~~Internal control over financial~~NOTE ~~reporting~~ ~~(as defined in Rules 13a~~9-~~15(f)~~ ~~and~~SUBSEQUENT 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The management is responsible for establishing and maintaining adequate internal control over our financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting were not effective as of September 30, 2022.EVENTS

WeManagement has ~~are~~evaluated ~~aware~~subsequent ofevents pursuant to the ~~following~~requirements ~~material~~of ~~weaknesses in~~ASC ~~internal~~Topic ~~control~~855, ~~that~~from ~~could~~the ~~adversely~~balance ~~affect~~sheet ~~the~~date ~~Company’s~~through ~~ability~~the todate ~~record,~~the ~~process,~~financial statements ~~summarize~~were issued and ~~report~~has ~~financial~~determined ~~data:~~that no material subsequent events exist.

● Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactionsF-12

●ITEM 9. ~~Due~~CHANGES toIN ~~our~~AND ~~size~~DISAGREEMENTS ~~and~~WITH ~~limited~~ACCOUNTANTS ~~resources,~~ON weACCOUNTING ~~have~~AND ~~not~~FINANCIAL ~~properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting.~~DISCLOSURE

●On March ~~Due~~9, to2023, ~~our~~the ~~size~~Board ~~and~~of ~~scope~~Directors ofthe ~~operations,~~Company wedismissed ~~currently~~BF doBorgers ~~not~~CPA ~~have~~PC an(“Borgers”), ~~independent~~as ~~audit~~the ~~committee~~Company’s inindependent registered ~~place~~public accounting firm.

5On March 9, 2023, the Board of Directors approved the engagement of Fruci & Associates II, PLLC (“Fruci”) as the Company’s new independent registered public accounting firm.

~~Inherent~~ITEM 9A. ~~limitations~~CONTROLS onAND ~~effectiveness of controls~~PROCEDURES

~~Internal control over financial~~Our ~~reporting~~management ~~has inherent limitations, which include but~~ is ~~not~~responsible ~~limited to the use of independent professionals~~ for ~~advice~~establishing and ~~guidance, interpretation~~maintaining ofa ~~existing~~system ~~and/or~~of ~~changing~~disclosure ~~rules~~controls and ~~principles,~~procedures ~~segregation~~(as ofdefined ~~management~~in ~~duties,~~Rule ~~scale of organization,~~ 13a-15(e) and ~~personnel factors.~~15d-15(e) ~~Internal~~under ~~control~~the ~~over~~Exchange ~~financial~~Act) ~~reporting~~that is adesigned ~~process,~~to ~~which~~ensure ~~involves~~that ~~human~~information ~~diligence~~required ~~and~~to ~~compliance~~be ~~and~~disclosed isby ~~subject~~us ~~to lapses~~ in ~~judgment~~the ~~and~~reports ~~breakdowns~~that we ~~resulting~~file ~~from human failures. Internal control over financial reporting also can be circumvented by collusion~~ or ~~improper~~submit ~~management~~under ~~override.~~the ~~Because~~Exchange ofAct ~~its~~is ~~inherent~~recorded, ~~limitations~~processed, ~~internal~~summarized ~~control~~and ~~over financial reporting may not prevent or detect misstatements on a timely basis~~reported, ~~however~~within ~~these~~the ~~inherent~~time ~~limitations~~periods ~~are~~specified ~~known~~in ~~features of~~ the ~~financial~~Commission’s rules ~~reporting process~~ and itforms. isDisclosure ~~possible to~~controls ~~design~~and ~~into~~procedures ~~the process safeguards to reduce~~include, ~~though~~without ~~not eliminate~~limitation, ~~this~~controls ~~risk.~~and ~~Therefore,~~procedures ~~even~~designed ~~those~~to ~~systems~~ensure ~~determined~~that information required to be ~~effective can~~disclosed ~~provide~~by ~~only~~an ~~reasonable~~issuer ~~assurance~~in ~~with~~the ~~respect~~reports tothat ~~financial~~it ~~statement~~files ~~preparation~~or ~~and~~submits ~~presentation.~~under ~~Projections~~the ofExchange ~~any~~Act ~~evaluation of~~is ~~effectiveness~~accumulated and communicated to ~~future~~the ~~periods~~issuer’s ~~are~~management, ~~subject~~including toits ~~the~~principal ~~risk~~executive ~~that~~officer ~~controls~~or ~~may~~officers ~~become~~and ~~inadequate~~principal ~~because~~financial ofofficer ~~changes~~or ~~in conditions~~officers, or ~~that the~~persons ~~degree~~performing ofsimilar ~~compliance~~functions, ~~with~~as ~~the~~appropriate ~~policies~~to orallow ~~procedures~~timely ~~may~~decisions ~~deteriorate~~regarding required disclosure.

~~Changes~~An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in ~~Internal~~the ~~Control~~reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over ~~Financial~~financial reporting during the year ended ~~Reporting~~September 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~There have been no changes~~Management’s inReport ~~our~~on ~~internal~~Internal ~~controls~~Control over ~~financial~~Financial reporting that occurred during the fourth quarter of the year ended September 30, 2022, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.Reporting

~~ITEM~~Internal control 9Bover financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. ~~OTHER~~The ~~INFORMATION~~management is responsible for establishing and maintaining adequate internal control over our financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting were not effective as of September 30, 2023.

~~None.~~We are aware of the following material weaknesses in internal control that could adversely affect the Company’s ability to record, process, summarize and report financial data:

~~ITEM~~● ~~9C.~~Due ~~Disclosure~~to ~~Regarding~~our ~~Foreign~~size ~~Jurisdictions~~and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that ~~Prevent~~all ~~Inspections~~transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions ● Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting. ● Due to our size and scope of operations, we currently do not have an independent audit committee in place

~~None.~~Inherent limitations on effectiveness of controls

6Internal control over financial reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~PART~~Changes in ~~III~~Internal Control over Financial Reporting

~~ITEM~~There have ~~10.~~been ~~DIRECTORS~~no changes in our internal controls over financial reporting that occurred during the fourth quarter of the year ended September 30, ~~EXECUTIVE~~2023, ~~OFFICERS~~that ~~AND~~have ~~CORPORATE~~materially ~~GOVERNANCE~~or are reasonably likely to materially affect, our internal controls over financial reporting.

~~The following table sets forth~~ITEM ~~the~~9B. ~~names,~~OTHER ~~ages, and titles of our executive officers and directors.~~INFORMATION

Name	Age	Position
Bassam A.I. Al-Mutawa	63	President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)
Tommy Dunehew	60	Director
Khamis Buharoon Al Shamsi	57	Director

None.

~~Bassam A~~ITEM 9C.I. ~~Al-Mutawa, President,~~Disclosure ~~Chief~~Regarding ~~Executive~~Foreign ~~Officer,~~Jurisdictions ~~Treasurer,~~that ~~Chief~~Prevent ~~Financial Officer, and Secretary~~Inspections.

MrNone. Bassam A.I. Al-Mutawa was appointed on August 31, 2020 to the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Secretary. Mr. Bassam A.I. Al-Mutawa is currently the Founder, CEO and Director of WorldWide Trust Group. where he has been the CEO since April 23, 1988. Mr. Al-Mutawa has also founded and currently is the CEO and Director of Al Mutawa Group Holding K.S.C, Contractors Buildings and Roads, Sahara Petroleum International, Bassam A. Al Mutawa for General Trading, Beneder Beach Resort Co., and Hasibat Information Technologies, where he has been able to build and grow these companies to have achieved over 125 billion (USD) in revenues since his founding and operating of them. Mr. Al-Mutawa has represented such brands as Boeing, Collins Aerospace, Knight Aerospace, Tatra, EADS, Fincantieri, to name a few throughout his career. Bassam holds US State Department approvals as a registered broker of defense and aviation products, and currently operates his businesses out of offices in Kuwait, Abu Dhabi, UAE, New York and Los Angeles. Through his businesses he has been able to apply his Bachelor of Business Administration degree which he received from the University of Wisconsin. Mr. Al-Mutawa has extensive ties to the civil and defense industries in Kuwait. The Board of Directors believes that Mr. Al-Mutawa’s extensive business and financial experience as well as his leadership skills would be an invaluable asset to the Company and as such is pleased to have him as an Officer and Director of the Company.

~~Tommy Dunehew, Director~~5

~~Tommy~~PART Dunehew was appointed as a member of the Company’s Board of Directors on September 6, 2021. Mr. Dunehew has served as president of IT50 Global Defense Consulting, a sought-after advisor and consultant for complex military and commercial industry environments, as well as global enterprises, since 2021. Mr. Dunehew has led innovation and strategy in the defense and aircraft industry for over 30 years. Prior to joining IT50 Global Defense Consulting, he served as vice president of International Strategic Development and Industrial Partnerships for General Atomics Aeronautical Systems in San Diego, California since 2019. Mr. Dunehew’s vast and varied experience includes almost 30 years at Boeing, serving in positions from director of operations up to vice president for international sales. During this time, he filled many high-impact roles, including liaising with the U.S. Department of Defense, designing and executing multibillion-dollar contracts, and leading the end-to-end operations of Boeing’s $5 billion international operations. In this role, Mr. Dunehew consulted with both leadership and key stakeholders to define goals and shape global campaigns, as well as collaborative partnerships. He led the way to continuing innovation by capturing high-value partnerships, as well as seeking and facilitating partnerships with key industrial leaders. Mr. Dunehew has worked with the U.S. Air Force, Navy, Army, Marine Corps and dozens of nations across the globe. Mr. Dunehew strengths and experience have led to him being a sought-after leader when it comes to strategy, development, and high-value partnerships. He Tommy has an Executive master’s degree in business administration from Pepperdine University and a Bachelor of Science Degree in aeronautics from Embry-Riddle University. He also served in the U.S. Airforce for 14 years.III

~~Khamis Buharoon~~ITEM Al10. ~~Shamsi~~DIRECTORS, ~~Director~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~Buharoon~~The Alfollowing ~~Shamsi~~table ~~was~~sets ~~appointed~~forth ~~as a member of~~ the ~~Company’s Board of Directors on September 6~~names, ~~2021. Mr. Buharoon Al Shamsi runs a banking consultancy advisory service. Mr. Buharoon Al Shamsi spent 14 years at Abu Dhabi Islamic Bank~~ages, ~~from 2007 to March 2021. During this time, he held many roles including managing director, member of the board of directors, vice-chairman of the board of directors,~~ and ~~acting~~titles ~~CEO for two years. He most recently served as Vice Chairman~~ of ~~Abu~~our Dhabi Islamic Bank. He has over 36 years of experience in banking, having acted as CEO, manager, and chairman of several boards, and has successfully led teams as the head of the settlements committee, member of the executive ~~committee,~~officers and ~~vice-chairman of the nominations and remuneration committee, among many other offices~~directors. Before his time at Abu Dhabi Islamic Bank, Mr. Buharoon Al Shamsi served as CEO of Commercial Bank International for two years, during which time he contributed to the restructuring of the bank. His work at Commercial Bank International included acting as managing director for Commercial Bank Brokerage, as well as managing director for Takamul Real Estate. Mr. Buharoon Al Shamsi is a certified public accountant and an auditor. He served as an auditor with the UAE Central Bank for 11 years. Mr. Buharoon Al Shamsi is a sought-after advisor, having sat as chairman of committees including the Audit Committee at Agthia since 2020, a current seat at the Abu Dhabi National Takaful Company, Unifund Capital Financial Investment (UAE) from 2009 to 2017, and National Development Bank (Egypt) from 2007 to 2010, among others. He has also served as a member on many

Name	Age	Position
Bassam A.I. Al-Mutawa	64	President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)
Tommy Dunehew	62	Director
Meshal Al-Mutawa	31	Director

~~None of our directors or officers~~Bassam ~~are related to each other~~A.I. ~~There~~Al-Mutawa, ~~are~~President, noChief ~~arrangements~~Executive ~~or understandings with any of our principal stockholders~~Officer, ~~customers~~Treasurer, ~~suppliers,~~Chief ~~or any~~Financial ~~other person~~Officer, ~~pursuant~~and ~~to which any of our directors or executive officers were appointed.~~Secretary

NoMr. Bassam ~~officer~~A.I. orAl-Mutawa ~~director~~was ~~has, during~~appointed ~~the~~on ~~past~~August ~~five years~~31, ~~been~~2020 ~~involved~~to inthe ~~(a)~~Company’s ~~any~~Board ~~bankruptcy~~of ~~petition~~Directors ~~filed~~and byas orthe ~~against~~Company’s ~~any~~President, Chief ~~business~~Executive ofOfficer, ~~which~~Treasurer, ~~such~~Chief ~~person~~Financial ~~was~~Officer, aand ~~general partner~~Secretary. orMr. ~~executive~~Bassam ~~officer~~A.I. ~~either~~Al-Mutawa atis currently the ~~time~~Founder, CEO and Director of ~~the~~WorldWide ~~bankruptcy~~Trust orGroup. ~~within~~where ~~two~~he ~~years~~has ~~prior~~been tothe ~~that~~CEO ~~time~~since April 23, ~~(b)~~1988. ~~any~~Mr. ~~conviction~~Al-Mutawa inhas aalso ~~criminal proceeding~~founded orand ~~being~~currently ~~subject~~is tothe CEO aand ~~pending~~Director ~~criminal~~of ~~proceeding~~Al ~~(excluding~~Mutawa ~~traffic~~Group ~~violations~~Holding ~~and~~K.S.C, ~~other~~Contractors ~~minor~~Buildings ~~offenses)~~and Roads, ~~(c)~~Sahara ~~any~~Petroleum ~~order~~International, ~~judgment,~~Bassam A. Al Mutawa orfor ~~decree~~General Trading, ~~not~~Beneder ~~subsequently~~Beach ~~reversed~~Resort Co., ~~suspended~~and orHasibat ~~vacated~~Information Technologies, ofwhere ~~any~~he ~~court~~has ofbeen ~~competent~~able ~~jurisdiction,~~to ~~permanently~~build orand ~~temporarily~~grow ~~enjoining,~~these companies ~~barring,~~to ~~suspending~~have orachieved ~~otherwise~~over ~~limiting~~125 ~~his~~billion ~~involvement~~(USD) in ~~any~~revenues ~~type~~since his founding and operating of ~~business~~them. Mr. Al-Mutawa has represented such brands as Boeing, ~~securities~~Collins orAerospace, ~~banking~~Knight ~~activities~~Aerospace, orTatra, ~~(d)~~EADS, Fincantieri, to name a ~~finding~~few bythroughout his career. Bassam holds US State Department approvals as a ~~court~~registered broker of ~~competent~~defense ~~jurisdiction~~and (aviation products, and currently operates his businesses out of offices in Kuwait, aAbu ~~civil~~Dhabi, ~~action)~~UAE, ~~the~~New ~~Commission~~York orand Los Angeles. Through his businesses he has been able to apply his Bachelor of Business Administration degree which he received from the ~~Commodity~~University ~~Futures~~of ~~Trading~~Wisconsin. ~~Commission~~Mr. Al-Mutawa has extensive ties to ~~have~~the ~~violated~~civil aand ~~federal~~defense industries in Kuwait. orThe ~~state~~Board ~~securities~~of orDirectors ~~commodities~~believes ~~law,~~that Mr. Al-Mutawa’s extensive business and financial experience as well as his leadership skills would be an invaluable asset to the ~~judgment~~Company ~~has~~and ~~not~~as ~~been~~such ~~reversed,~~is ~~suspended,~~pleased orto ~~vacated~~have him as an Officer and Director of the Company.

~~AUDIT~~Tommy Dunehew, ~~COMMITTEE~~Director

WeTommy Dunehew dowas ~~not~~appointed ~~have~~as ana ~~audit~~member ~~committee financial~~of ~~expert~~the Company’s Board of Directors on September 6, 2021. WeMr. doDunehew ~~not~~has ~~have~~served anas ~~audit~~president of ~~committee~~IT50 ~~financial~~Global ~~expert~~Defense ~~because~~Consulting, wea ~~believe~~sought-after advisor and consultant for complex military and commercial industry environments, as well as global enterprises, since 2021. Mr. Dunehew has led innovation and strategy in the ~~cost~~defense ~~related~~and aircraft industry for over 30 years. Prior to ~~retaining~~joining aIT50 ~~financial~~Global ~~expert~~Defense Consulting, he served as vice president of International Strategic Development and Industrial Partnerships for General Atomics Aeronautical Systems in San Diego, California since 2019. Mr. Dunehew’s vast and varied experience includes almost 30 years at Boeing, serving in positions from director of operations up to vice president for international sales. During this time, ishe ~~prohibitive~~filled many high-impact roles, including liaising with the U.S. ~~Further~~Department of Defense, ~~because~~designing weand ~~have~~executing nomultibillion-dollar contracts, and leading the end-to-end operations of Boeing’s $5 billion international operations. In this role, atMr. Dunehew consulted with both leadership and key stakeholders to define goals and shape global campaigns, as well as collaborative partnerships. He led the way ~~present~~to ~~time~~continuing innovation by capturing high-value partnerships, weas ~~believe~~well as seeking and facilitating partnerships with key industrial leaders. Mr. Dunehew has worked with the ~~services~~U.S. Air Force, Navy, Army, Marine Corps and dozens of nations across the globe. Mr. Dunehew strengths and experience have led to him being a ~~financial~~sought-after ~~expert~~leader when it comes to strategy, development, and high-value partnerships. ~~are~~He ~~not~~Tommy ~~warranted~~has an Executive master’s degree in business administration from Pepperdine University and a Bachelor of Science Degree in aeronautics from Embry-Riddle University. He also served in the U.S. Airforce for 14 years.

~~SIGNIFICANT EMPLOYEES~~Meshal Al-Mutawa

~~Other~~Meshal Al-Mutawa ~~than~~was ~~our~~appointed ~~director~~to the Board of Directors on 1 November 2022. Meshal is experienced in property management, legal affairs and trading ~~secretary~~companies. He is Chairman of Al Mutawa Holding Company which is based in Kuwait. They own and manage properties in New York, California, weUnited doKingdom, ~~not~~and Kuwait. Meshal is Vice Chairman of Al Mutawa General Trading. He has experience in the Défense ~~expect~~sector ~~any~~and ~~other~~worked ~~individuals~~with toWorldwide ~~make~~Trust aGroup ~~significant~~with ~~contribution~~customers toin ~~our~~the ~~business~~for US and Europe. Meshal has degrees in Business Management and Law.

~~ITEM 11. EXECUTIVE COMPENSATION~~6

~~The~~Meshal Al ~~following~~Mutawa ~~tables~~is ~~set~~the ~~forth certain~~son ~~information~~of ~~about~~ZEUUS ~~compensation~~Chairman ~~paid,~~Bassam ~~earned~~Al Mutawa. There are no arrangements or ~~accrued~~understandings ~~for~~with ~~services~~any byof our ~~Executive~~principal ~~Officers~~stockholders, customers, ~~for~~suppliers, ~~the~~or ~~years~~any ~~ended~~other ~~September 30~~person, ~~2022~~ ~~and~~pursuant ~~2021:~~to which any of our directors or executive officers were appointed.

Name and Principal Position	Fiscal Years		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		All Other Compensation ($)		Total ($)
Bassam A.I. Al Mutawa		2022		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
President, CEO, CFO and Director		2021		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

No officer or director has, during the past five years, been involved in (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, (b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), (c) any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities or (d) a finding by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

~~Director Agreements~~Board Composition

~~Pursuant~~Each todirector ~~the terms~~ of the ~~Independent~~Company ~~Director~~serves ~~Agreement,~~until ~~Mr.~~the ~~Buharoon~~next Alannual ~~Shamsi~~meeting ~~agreed~~of tostockholders ~~serve~~and asuntil ahis ~~member~~successor ofis ~~the~~elected ~~Board~~and ~~until~~duly ~~September 6~~qualified, or ~~2022.~~until ~~Unless~~ his ~~appointment~~earlier ~~is renewed prior to September 6~~death, ~~2022,~~resignation Mror removal. ~~Buharoon~~Our Alboard ~~Shamsi~~is ~~agreed~~authorized to ~~resign~~appoint ~~immediately~~persons asto athe ~~member~~offices of ~~the~~ ~~Board.~~Chairman ~~Notwithstanding any other provisions~~ of the ~~Independent~~Board ~~Director Agreement~~of Directors, ~~however~~President, ~~his~~Chief ~~appointment~~Executive ~~may~~Officer, beone ~~terminated~~or atmore ~~any time~~vice bypresidents, ~~the~~a ~~Company~~Treasurer inor ~~accordance~~Chief ~~with~~Financial ~~the~~Officer ~~Company’s organizational documents~~ and ~~applicable~~a ~~provisions~~Secretary ~~of the law. In exchange~~and ~~for~~such ~~Mr.~~other ~~Buharoon~~offices ~~Al Shamsi’s services~~ as amay ~~director,~~be ~~the~~determined ~~Company~~by ~~issued 1,155 shares of Common Stock to Mr. Buharoon Al Shamsi pursuant to~~ the ~~terms of the Independent Director Agreement~~board.

8Employment Agreements

~~Pursuant~~There toare ~~the~~no ~~terms~~current ofemployment ~~the~~agreements TDbetween ~~Independent Director Agreement, Mr. Dunehew agreed to serve as a member of~~ the ~~Board~~company until September 6, 2022. Unless his appointment is renewed prior to September 6, 2022, Mr. Dunehew agreed to resign immediately as a member of the Board. Notwithstanding any other provisions of the TD Independent Director Agreement, however, his appointment may be terminated at any time by the Company in accordance with the Company’s organizational documents and ~~applicable~~its ~~provisions of the law~~officer. ~~In exchange for Mr. Dunehew’s services as a director, the Company issued 1,155 shares of Common Stock to Mr. Dunehew pursuant to the terms of the TD Independent Director Agreement.~~

~~Employment Agreements~~AUDIT COMMITTEE

~~There~~We do ~~are~~not nohave ~~current~~an ~~employment~~audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related ~~agreements~~to ~~between~~retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the ~~company~~present ~~and~~time, ~~its~~we ~~officer~~believe the services of a financial expert are not warranted.

~~There~~SIGNIFICANT are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.EMPLOYEES

~~Compensatory~~Other than ~~Plans~~our director and secretary, we do not expect any other individuals to make a significant contribution to our business.

AsITEM of11. ~~September~~EXECUTIVE ~~30, 2022, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.~~COMPENSATION

~~Outstanding~~The following ~~Equity~~tables ~~Awards~~set forth certain information about compensation paid, earned or accrued for services by our Executive Officers for the years ended September 30, 2023 and 2022:

None of our executive officers and directors had any outstanding equity awards at September 30, 2022.

Name and Principal Position

Fiscal
Years

Salary
($)

Bonus
($)

Stock
Awards

($)

Option
Awards

($)

Non-Equity
Incentive Plan
Compensation
($)

All Other
Compensation
($)

Total
($)

Bassam A.I. Al Mutawa

2023

-0-

President, CEO, CFO and Director

2022

-0-

~~Compensation~~There are ~~Plans~~no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

We have not adopted any compensation plan to provide for future compensation of any of our directors or executive officers other than the compensation due to Buharoon Al Shamsi pursuant the Independent Director ~~Agreement and to Tommy Dunehew pursuant to the TD Independent Director Agreement~~ ~~disclosed above.~~Compensation

~~ITEM~~Our directors ~~12.~~are ~~SECURITY~~entitled ~~OWNERSHIP~~to OFthe ~~CERTAIN~~following ~~BENEFICIAL~~fixed ~~OWNERS~~compensation ~~AND~~for ~~MANAGEMENT~~their ~~AND~~services ~~RELATED~~as ~~STOCKHOLDER~~directors ~~MATTERS~~during the fiscal year ended September 30, 2023 and 2022.

The following table sets forth, as of December 20, 2022, information regarding the beneficial ownership of each class of our voting securities by: (i) our officers and directors; (ii) all of our officers and directors as a group; and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities. Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.

Name and Principal Position	Fiscal Years	Fees Earned or Paid in Cash ($)		Stock Awards ($) (4)		Option Awards ($) (3)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($) (2)		Total
Bassam A.I. Al Mutawa	2023	$	0	$	0	$	0	$	0	$	0	$	0	$	0
	2022	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Tommy Dunehew	2023	$	0	$	0	$	0	$	0	$	0	$	0	$	0
	2022	$	0	$	17,325	$	0	$	0	$	0	$	0	$	17,325

Khamis Buharoon Al Shamsi	2023	$	0	$	0	$	0	$	0	$	0	$	0	$	0
	2022	$	0	$	17.325	$	0	$	0	$	0	$	0	$	17,325

		Amount and Nature of Beneficial Ownership	Percent of
Directors and Officers	Address	Common Stock	class
Bassam A.I. Al Mutawa	Raed Center, 4th Floor, P.O. Box: 175 Dasman 15452 Kuwait	80,000,000		75.82	%
Tommy Dunehew	3219 Avenida La Cima, Carlsbad, California 92009	12,550		0.01	%
Khamis Buharoon Al Shamsi	Lotous Building Al Nahda 02 behind Zulaikha Hospital DUBAI, UAE	11,550		0.01	%
All directors and executive officers as a group (3 persons)		80,024,100		75.85	%

Compensatory Plans

~~The~~As ~~percent~~ of ~~class~~September is30, ~~based~~2023, onwe ~~105,515,460~~had ~~shares~~no ofpension ~~common~~plans ~~stock~~or ~~issued~~compensatory ~~and~~plans ~~outstanding~~or asother ofarrangements which provide compensation in the ~~date~~event of a ~~this~~termination ~~annual~~of ~~report~~employment or a change in our control.

~~ITEM~~Outstanding Equity ~~13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE~~Awards

~~Director~~None of ~~Independence~~our executive officers and directors had any outstanding equity awards at September 30, 2023.

~~For purposes of determining~~Compensation director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.Plans

~~According~~We have tonot ~~the~~adopted ~~NASDAQ~~any ~~definition, Bassam~~compensation ~~A.I.~~plan ~~Al-Mutawa~~to isprovide ~~not~~for anfuture ~~independent~~compensation ~~director~~of ~~because~~any heof isour andirectors or executive ~~officer of the Company~~officers.

~~Related~~ITEM 12. ~~Party~~SECURITY ~~Transactions~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Since~~The following ~~March~~table ~~20,~~sets ~~2016~~forth, ~~(inception) through~~as ~~September~~of 30January 4, ~~2022~~2024, ~~Meshal~~information Alregarding ~~Mutawa,~~ the ~~Company’s~~beneficial ~~former~~ownership ~~president,~~of ~~treasurer~~each class of our voting securities by: (i) our officers and ~~director,~~directors; (ii) all of our officers and ~~son~~directors as a group; and (iii) each person known by us to beneficially own 5% or more of ~~Bassam~~any ~~Al-Mutawa~~class of our outstanding voting securities. Generally, a person is deemed to be a “beneficial owner” of a security if that person has ~~loaned~~or shares the ~~Company~~power ~~funds~~ to ~~pay~~dispose ~~for~~or ~~incorporation~~to ~~costs~~direct ~~and~~the ~~operating~~disposition ~~expenses~~of such security. ~~The~~A ~~following~~person is ~~summary~~also deemed to be a beneficial owner of any securities of which the ~~loans~~person ashas ofthe ~~September 30,~~right ~~2022~~to acquire beneficial ownership within 60 days.

Date	Maturity		Rate			Default Rate			Balance 9/30/2021		Additions		Balance 9/30/2022
				Amount and Nature of Beneficial Ownership				Percent of
8/30/2021		10/31/2022		8	%		16	%	$	100,000	$	—	$	100,000
Directors and Officers	Address			Common Stock				class
2020		n/a		n/a			n/a		$	13,823	$	—	$	13,823
Bassam A.I. Al Mutawa		Raed Center, 4th Floor, P.O. Box: 175 Dasman 15452 Kuwait			80,000,000				75.82	%
10/12/2021		10/12/2022		8	%		16	%	$	—	$	100,000	$	100,000
Tommy Dunehew		3219 Avenida La Cima, Carlsbad, California 92009			12,550				0.01	%
10/25/2021		10/25/2022		8	%		16	%	$	—	$	150,000	$	150,000
Meshal Al Mutawa		Raed Center, 4th Floor, P.O. Box: 175 Dasman 15452 Kuwait			0				0	%
3/24/2022		3/24/2023		8	%		16	%	$	—	$	45,000	$	45,000
All directors and executive officers as a group (3 persons)					80,012,550				75.83	%
4/11/2022		4/11/2023		8	%		16	%	$	—	$	80,000	$	80,000
6/6/2022		6/6/2023		8	%		16	%	$	—	$	50,000	$	50,000
7/18/2022		7/18/2023		8	%		16	%	$	—	$	100,000	$	100,000
9/20/2022		9/20/2023		8	%		16	%	$	—	$	60,000	$	60,000
Balance									$	113,823	$	585,000	$	698,823

~~Total~~The percent ~~accrued~~of ~~interest~~class is based on ~~the~~105,515,460 ~~above~~shares ~~notes~~ of common stock issued and outstanding as of ~~September~~the ~~30,~~date ~~2022,~~of isthis ~~$36,002~~annual report.

~~On January 7, 2021, Bassam Al-Mutawa,~~ITEM CEO, loaned the Company $240,000. On January 8, 2021, the Company issued Mr. Al-Mutawa, a Promissory Note in the principal amount of $150,000 (the “Note”) in consideration of cash in the amount of $150,000. The Note accrues interest at the rate of 5% per annum and matures January 8, 2022. As of September 30, 2022, there is $13~~,104 of interest accrued on this note~~. InCERTAIN ~~addition to the Note~~RELATIONSHIPS, ~~Mr.~~RELATED ~~Al-Mutawa,~~TRANSACTIONS ~~has~~AND ~~advanced~~DIRECTOR ~~additional funds to the Company. As of September 30, 2022, the Company owes total principal of $460,761.~~INDEPENDENCE

~~During the year ended September 30, 2022, the~~Director ~~Company granted 23,100 shares of common stock to its directors for services. The shares were valued at $1.50 per share for total non-cash expense of $34,650.~~Independence

~~Review~~For purposes of determining director independence, ~~Approval~~we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or ~~Ratification~~employee of ~~Transactions~~the Company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with ~~Related~~the exercise of independent judgment in carrying out the responsibilities ~~Persons~~of a director.

~~We are a smaller reporting~~Related ~~company~~Party ~~as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~Transactions

~~ITEM~~In support 14of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. ~~PRINCIPAL~~There ~~ACCOUNTANT~~is ~~FEES~~no ~~AND~~formal written ~~SERVICES~~commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

The following table presents the fees for professional audit services rendered by BF Borgers CPA PC, a professional corporation for the audit of the Company’s annual financial statements for the fiscal years ended September 30, 2022 and 2021 and fees billed for other services rendered during those periods. All services reflected in the following fee table for 2022 and 2021 were pre-approved, respectively, in accordance with the policy of the Board.8

	September 30, 2022		September 30, 2021
Audit fees (1)	$	48,900	$	31,400
Audit-related fees	$	0	$	0
Tax fees	$	0	$	0
All other fees	$	0	$	0
Total Fees	$	48,900	$	31,400

Since March 20, 2016, (inception) through September 30, 2023, Meshal Al Mutawa, the Company’s former president, treasurer and director, and son of Bassam Al-Mutawa, has loaned the Company funds to pay for incorporation costs and operating expenses. The following is summary of the loans as of September 30, 2023.

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

Date	Maturity		Rate			Default Rate			Balance 9/30/2022		Additions		Balance 9/30/2023
8/30/2021		10/31/2022		8	%		16	%	$	100,000	$	—	$	100,000
2020		n/a		n/a			n/a		$	13,823	$	—	$	13,823
10/12/2021		10/12/2022		8	%		16	%	$	100,000	$	—	$	100,000
10/25/2021		10/25/2022		8	%		16	%	$	150,000	$	—	$	150,000
3/24/2022		3/24/2023		8	%		16	%	$	45,000	$	—	$	45,000
4/11/2022		4/11/2023		8	%		16	%	$	80,000	$	—	$	80,000
6/6/2022		6/6/2023		8	%		16	%	$	50,000	$	—	$	50,000
7/18/2022		7/18/2023		8	%		16	%	$	100,000	$	—	$	100,000
9/20/2022		9/20/2023		8	%		16	%	$	60,000	$	—	$	60,000
11/22/2022		11/22/2023		8	%		16	%	$	—	$	151,974	$	151,974
1/24/2023		1/24/2024		8	%		16	%	$	—	$	97,758	$	97,758
3/16/2023		3/16/2024		8	%		16	%	$	—	$	50,000	$	50,000
5/16/2023		5/16/2024		8	%		16	%	$	—	$	27,374	$	27,374
6/5/2023		6/5/2024		8	%		16	%	$	—	$	113,974	$	113,974
7/27/2023		7/27/2024		8	%		16	%	$	—	$	16,224	$	16,224
7/31/2023		7/31/2024		8	%		16	%	$	—	$	9,974	$	9,974
8/7/2023		8/7/2024		8	%		16	%	$	—	$	4,974	$	4,974
8/8/2023		8/8/2024		8	%		16	%	$	—	$	449,974	$	449,974
Balance									$	698,823	$	922,226	$	1,621,049

10Total accrued interest on the above notes as of September 30, 2023 and 2022, is $36,002 and $36,002, respectively.

~~Audit~~On January ~~Fees~~7, 2021, Bassam Al-Mutawa, CEO, loaned the Company $240,000. On January 8, 2021, the Company issued Mr. Al-Mutawa, a Promissory Note in the principal amount of $150,000 (the “Note”) in consideration of cash in the amount of $150,000. The Note accrues interest at the rate of 5% per annum and matures January 8, 2022. As of September 30, 2023, there is $20,688 of interest accrued on this note. In addition to the Note, Mr. Al-Mutawa, has advanced additional funds to the Company. As of September 30, 2023, the Company owes total principal of $460,760.

~~Consist~~During the ofyear ~~fees~~ended ~~billed~~September ~~for professional~~30, ~~services~~2022, ~~rendered for~~ the ~~audit~~Company ofgranted ~~our~~23,100 ~~financial~~shares ~~statements and review~~ of ~~interim~~common ~~consolidated~~stock ~~financial~~to ~~statements~~its ~~included in~~directors ~~quarterly~~for ~~reports and~~ services. ~~that~~The ~~are~~shares ~~normally~~were ~~provided~~valued at by$1.50 ~~the~~per ~~principal~~share ~~accountants~~for intotal ~~connection~~non-cash ~~with~~expense ~~statutory~~of ~~and regulatory filings or engagements~~$34,650.

~~Audit~~ITEM 14. ~~Related~~PRINCIPAL ~~Fees~~ACCOUNTANT FEES AND SERVICES

~~Consist of fees billed for~~On ~~assurance~~March ~~and~~9, ~~related~~2023, ~~services~~the ~~that~~Board ~~are~~of ~~reasonably~~Directors ~~related to~~ the ~~performance~~Company ofdismissed ~~the~~BF ~~audit~~Borgers orCPA ~~review~~PC of(“Borgers”), ~~our~~as ~~consolidated~~the ~~financial~~Company’s ~~statements~~independent ~~and~~registered ~~are~~public ~~not~~accounting ~~reported under “Audit Fees”~~firm.

~~Tax~~On March ~~Fees~~9, 2023, the Board of Directors approved the engagement of Fruci & Associates II, PLLC (“Fruci”) as the Company’s new independent registered public accounting firm.

~~Consist~~The following oftable ~~fees~~presents ~~billed~~the fees for professional audit services rendered by our independent registered public accounting firm, for the ~~tax~~audit ~~compliance~~of the Company’s annual financial statements for the fiscal years ended September 30, ~~tax~~2023 ~~advice~~and 2022 and ~~tax~~fees ~~planning~~billed for other services rendered during those periods. ~~These~~All services ~~include~~reflected ~~preparation~~in ofthe ~~federal~~following fee table for 2023 and ~~state~~2022 ~~income~~were pre-approved, ~~tax~~respectively, ~~returns~~in ~~for~~accordance with the ~~year~~policy ~~ended~~of ~~September~~the ~~30, 2022~~Board.

All Other Fees

	September 30, 2023		September 30, 2022
Audit fees (BF Borgers CPA PC)	$	82,000	$	48,900
Audit fees (Fruci & Associates II, PLLC)	$	22,000	$	0
Audit-related fees	$	0	$	0
Tax fees	$	0	$	0
All other fees	$	0	$	0
Total Fees	$	104,000	$	48,900

~~Consist of fees for product and services other than the services reported above.~~9

InAll of ~~its capacity,~~ the ~~Board~~professional ~~pre-approves all audit (including audit-related) and permitted non-audit~~ services torendered ~~be performed~~ by ~~the~~principal ~~independent~~accountants ~~auditors. The Board will annually approve the scope and fee estimates~~ for the ~~year-end~~ audit toof beour ~~performed~~annual byfinancial ~~the~~statements ~~Company’s~~that ~~independent~~are ~~auditors~~normally ~~for~~provided by the ~~fiscal~~accountant ~~year.~~in ~~With respect~~connection towith ~~other~~statutory ~~permitted~~and ~~services,~~regulatory ~~the~~filings ~~Board~~or ~~pre-approves specific~~ engagements, ~~projects~~for ~~and~~last ~~categories~~two ~~of services on a~~ fiscal ~~year basis,~~years ~~subject~~were toapproved ~~individual~~by ~~project~~our ~~and~~board of ~~annual maximums~~directors. ~~To date, the Company has not engaged its auditors to perform any non-audit related services.~~

11Audit Fees

~~PART~~Consist of IVfees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.

~~ITEM~~Audit Related ~~15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~Fees

~~The~~Consist of ~~following~~fees ~~exhibits~~billed for assurance and related services that are ~~filed~~reasonably asrelated ~~part~~to the performance of ~~this~~the audit or review of our consolidated ~~Annual~~financial ~~Report~~statements and are not reported under “Audit Fees”.

Exhibit Number		Description
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Tax Fees

~~Item~~Consist of 16fees billed for professional services for tax compliance, tax advice and tax planning. ~~FORM~~These OFservices ~~10-K~~include ~~SUMMARY~~preparation of federal and state income tax returns for the year ended September 30, 2023.

~~None.~~All Other Fees

12Consist of fees for product and services other than the services reported above.

~~SIGNATURES~~In its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.

~~In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~10

	ZEUUS, INC.
Dated: January 13, 2023	By:	/s/ Bassam A.I. Al-Mutawa
	Bassam A.I. Al-Mutawa, President and Chief Executive Officer and Chief Financial Officer

PART IV

13ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The 0following exhibits are filed as part of this Annual Report.00 0.01 105347370 105515460 false FY 0001687926 0 0001687926 2021-10-01 2022-09-30 0001687926 2023-01-03 0001687926 2022-03-31 0001687926 2022-09-30 0001687926 2021-09-30 0001687926 2020-10-01 2021-09-30 0001687926 us-gaap:CommonStockMember 2020-09-30 0001687926 us-gaap:AdditionalPaidInCapitalMember 2020-09-30 0001687926 us-gaap:RetainedEarningsMember 2020-09-30 0001687926 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-09-30 0001687926 2020-09-30 0001687926 us-gaap:CommonStockMember 2020-10-01 2021-09-30 0001687926 us-gaap:AdditionalPaidInCapitalMember 2020-10-01 2021-09-30 0001687926 us-gaap:RetainedEarningsMember 2020-10-01 2021-09-30 0001687926 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-10-01 2021-09-30 0001687926 us-gaap:CommonStockMember 2021-09-30 0001687926 us-gaap:AdditionalPaidInCapitalMember 2021-09-30 0001687926 us-gaap:RetainedEarningsMember 2021-09-30 0001687926 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-09-30 0001687926 us-gaap:CommonStockMember 2021-10-01 2022-09-30 0001687926 us-gaap:AdditionalPaidInCapitalMember 2021-10-01 2022-09-30 0001687926 us-gaap:RetainedEarningsMember 2021-10-01 2022-09-30 0001687926 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-10-01 2022-09-30 0001687926 us-gaap:CommonStockMember 2022-09-30 0001687926 us-gaap:AdditionalPaidInCapitalMember 2022-09-30 0001687926 us-gaap:RetainedEarningsMember 2022-09-30 0001687926 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-09-30 0001687926 2020-06-11 0001687926 2020-08-31 0001687926 2021-01-08 0001687926 2021-03-29 2021-03-29 0001687926 2021-04-01 2021-04-30 0001687926 2021-06-01 0001687926 srt:MinimumMember 2021-10-01 2022-09-30 0001687926 srt:MaximumMember 2021-10-01 2022-09-30 0001687926 srt:MinimumMember 2022-07-18 0001687926 srt:MaximumMember 2022-07-18 0001687926 2021-01-07 0001687926 2021-01-01 2021-01-08 0001687926 2021-01-01 2021-01-07 0001687926 xuus:AugustThirtyTwoThousandTwentyOneMember 2021-10-01 2022-09-30 0001687926 xuus:AugustThirtyTwoThousandTwentyOneMember 2022-09-30 0001687926 xuus:AugustThirtyTwoThousandTwentyOneMember 2021-09-30 0001687926 xuus:AugustThirtyTwoThousandTwentyOneMember 2022-06-30 0001687926 xuus:TwoThousandTwentyMember 2021-10-01 2022-09-30 0001687926 xuus:TwoThousandTwentyMember 2022-09-30 0001687926 xuus:TwoThousandTwentyMember 2021-09-30 0001687926 xuus:TwoThousandTwentyMember 2022-06-30 0001687926 xuus:OctoberTwelveTwoThousandTwentyOneMember 2021-10-01 2022-09-30 0001687926 xuus:OctoberTwelveTwoThousandTwentyOneMember 2022-09-30 0001687926 xuus:OctoberTwelveTwoThousandTwentyOneMember 2021-09-30 0001687926 xuus:OctoberTwelveTwoThousandTwentyOneMember 2022-06-30 0001687926 xuus:OctoberTwentyFiveTwoThousandTwentyOneMember 2021-10-01 2022-09-30 0001687926 xuus:OctoberTwentyFiveTwoThousandTwentyOneMember 2022-09-30 0001687926 xuus:OctoberTwentyFiveTwoThousandTwentyOneMember 2021-09-30 0001687926 xuus:OctoberTwentyFiveTwoThousandTwentyOneMember 2022-06-30 0001687926 xuus:MarchTwentyFourTwoThousandTwentyTwoMember 2021-10-01 2022-09-30 0001687926 xuus:MarchTwentyFourTwoThousandTwentyTwoMember 2022-09-30 0001687926 xuus:MarchTwentyFourTwoThousandTwentyTwoMember 2021-09-30 0001687926 xuus:MarchTwentyFourTwoThousandTwentyTwoMember 2022-06-30 0001687926 xuus:AprilElevenTwoThousandTwentyTwoMember 2021-10-01 2022-09-30 0001687926 xuus:AprilElevenTwoThousandTwentyTwoMember 2022-09-30 0001687926 xuus:AprilElevenTwoThousandTwentyTwoMember 2021-09-30 0001687926 xuus:AprilElevenTwoThousandTwentyTwoMember 2022-06-30 0001687926 xuus:JuneSixTwoThousandTwentyTwoMember 2021-10-01 2022-09-30 0001687926 xuus:JuneSixTwoThousandTwentyTwoMember 2022-09-30 0001687926 xuus:JuneSixTwoThousandTwentyTwoMember 2021-09-30 0001687926 xuus:JuneSixTwoThousandTwentyTwoMember 2022-06-30 0001687926 xuus:JulyEighteenTwoThousandTwentyTwoMember 2021-10-01 2022-09-30 0001687926 xuus:JulyEighteenTwoThousandTwentyTwoMember 2022-09-30 0001687926 xuus:JulyEighteenTwoThousandTwentyTwoMember 2021-09-30 0001687926 xuus:JulyEighteenTwoThousandTwentyTwoMember 2022-06-30 0001687926 xuus:SeptemberTwentyTwoThousandTwentyTwoMember 2021-10-01 2022-09-30 0001687926 xuus:SeptemberTwentyTwoThousandTwentyTwoMember 2022-09-30 0001687926 xuus:SeptemberTwentyTwoThousandTwentyTwoMember 2021-09-30 0001687926 xuus:SeptemberTwentyTwoThousandTwentyTwoMember 2022-06-30 0001687926 2022-06-30 0001687926 2017-12-22 2017-12-22 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

Exhibit Number		Description
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Item 16. FORM OF 10-K SUMMARY

None.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ZEUUS, INC.

Dated: January 16, 2024	By:	/s/ Bassam A.I. Al-Mutawa
		Bassam A.I. Al-Mutawa, President and Chief Executive Officer and Chief Financial Officer

Dated: January 16, 2024	By	/s/ Tommy Dunehew
		Tommy Dunehew, Director

Dated: January 16, 2024	By	/s/ Meshal Al Mutawa
		Meshal Al Mutawa, Director

Filing Compare · ZEUUS, INC.