UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest ~~event~~ reported): ~~December 14~~July 21, ~~2023~~2024

ZEUUS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-56297	37-1830331
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identiﬁcation No.)
of Incorporation)	File Number)	Identification Number)

9th Floor, 31 WEST 27TH Street New York, NY		10001
(Address of principal executive offices)		(Zip Code)

9th Floor, 31 West 27th Street

~~Registrant’s~~New ~~telephone number~~York, ~~including~~NY ~~area code (888) 469-3887~~10001

(~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address,~~offices) if(Zip ~~changed since last report.~~Code)

~~Check the appropriate box below if the Form 8-K ﬁling is intended to simultaneously satisfy the ﬁling obligation of the registrant under any of the following provisions~~ (~~see General Instruction A.2. below~~888): 469-3887

~~☐ Written communications pursuant to Rule 425 under the Securities Act~~ (17Registrant’s telephone ~~CFR~~number, ~~230.425)~~including ☐area ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~code) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))

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

Title of ~~each~~Each ~~class~~Class Trading Symbol(s) Name of ~~each~~Each ~~exchange~~Exchange on which ~~registered~~Registered N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as ~~deﬁned~~defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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~~financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 54.02. ~~Departure~~Non-Reliance ofon ~~Directors~~Previously orIssued ~~Certain~~Financial ~~Officers;~~Statements ~~Election~~or ofa ~~Directors;~~Related ~~Appointment~~Audit ofReport ~~Certain~~or ~~Officers;~~Completed ~~Compensatory~~Interim ~~Arrangements of Certain Officer~~Review.

~~Termination~~On July 21, 2024, Fruci & Associates II, PLLC (“Fruci”), the independent registered public accounting firm of ~~President~~Zeuus, Inc. (the “Company”), notified the Company that (i) without the Company’s knowledge, Fruci issued an audit report relating to the audit for the Company’s fiscal year ended September 30, 2023 (the “2023 Audit”), as filed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the “2023 10-K”) before all of Fruci’s necessary audit procedures were performed; and ~~Director~~(ii) ~~Joshua~~accordingly, ~~Samuel~~Fruci’s ~~Levine~~audit opinion for the 2023 Audit should no longer be relied upon. Fruci’s audit procedures relating to the 2023 Audit are ongoing. As a result, the Company will file with the Securities and Exchange Commission (the “SEC”) an amendment to the 2023 10-K as soon as practicable. As of the date hereof, however, neither the Company’s management nor Fruci has determined whether this issue will have a material impact, or any impact, on the financial statements included in the 2023 10-K.

OnThe ~~December~~Company’s ~~14,~~management ~~2023,~~and ~~the~~its Board of Directors (have discussed the ~~“Board”)~~matters ofdisclosed ~~ZEUUS~~in ~~Inc.~~this ~~(the~~Current ~~“Company”)~~Report ~~terminated~~on ~~Mr.~~Form ~~Joshua~~8-K ~~Samuel~~pursuant ~~Levine~~to ~~(“Mr~~this Item 4.02 ~~Levine”)~~with ~~from~~Fruci. ~~each~~The Company provided Fruci with a copy of ~~his~~the ~~roles~~disclosure ascontained ~~President~~herein, prior to its filing with the SEC, and ~~Director~~requested ofthat Fruci furnish the Company a letter addressed to the SEC stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Fruci’s letter is attached hereto as Exhibit 7.1.

~~The~~Item ~~termination~~9.01. ~~was~~Financial ~~not~~Statement ~~due~~and ~~to a matter relating to the Company’s operations, policies or practices~~Exhibits.

The Company has provided Mr. Levine with a copy of the disclosures it is making in response to this Item 5.02 no later than the day the Company has filed the disclosures with the Commission and provide Mr. Levine with the opportunity to furnish the Company, as promptly as possible with a letter addressed to the Company stating whether he or she agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he or she does not agree; and shall file any letter received by the registrant from the Director with the Securities and Exchange Commission as an exhibit by an amendment to the previously filed Form 8-K within two business days after receipt by the registrant.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Exhibit No.		Description
Number		Description
7.1		Letter, dated July 25, 2024, from Fruci & Associates II, PLLC to Securities and Exchange Commission.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Date: December 15, 2023	ZEUUS, INC.
	ZEUUS Inc.
	By:	/s/ Bassam A.I. Al-Mutawa
Dated: July 25, 2024	By:	/s/ Bassam A.I. Al-Mutawa
		Bassam A.I. Al-Mutawa
		Chief Executive Officer
		President, Chief Executive Officer and Chief Financial Officer

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