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, 2021



OR



☐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 333-214815





ZEUUS, INC.

(Exact Name of Registrant as Specified in its Charter)



|                                                               |  |                                    
|-------------------------------------------------------------- |  | -----------------------------------
|NV                                                             |  | 37-1830331                         
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. EmployerIdentification No.)



9th Floor, 31 West 27th StreetNew York, NY10001

(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 firm that prepared or issued its audit report. ☐



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



As of May 13, 2022, the registrant had 10,550,616 shares of common stock issued and outstanding. No market value has
been computed based upon the fact that no active trading market has been established as of May 13, 2022. Public Float is 0.





2



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TABLE OF CONTENTS



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









3



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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 expected operating results, and the assumptions upon which those statements are based, are forward-looking
statements. 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 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 the purchase of three data centers, the recent
acquisition by our ZEUUS Energy division of a unique, and scalable Wind Turbine technology has us very excited. We have recently opened
a 500 sqm, brand new research and development facility in Montenegro 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 Quarter 2022.



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 2. PROPERTIES



We do not own any property.





ITEM 3. LEGAL PROCEEDINGS



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 4. MINE SAFETY DISCLOSURE



None.





4



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PART II





ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Market Information

We are current 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.



At April 15, 2022 there were approximately 53 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.



Dividend Policy



We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the
foreseeable future.



Recent Issuance of Unregistered Securities



None.



Securities Authorized for Issuance Under Equity Compensation Plans



None.





ITEM 6. [Reserved]





ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS



The following discussion should be read in conjunction with our consolidated financial statements, including
the notes 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 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.



Results of Operations



Year Ended September 30, 2021 Compared to the Year Ended September 30, 2020



Revenue



During the years ended September 30, 2021 and 2020 we did not generate any revenue.



General and Administrative Expenses



For the year ended September 30, 2021, we had $252,070 in general and administrative expenses compared
to $40,196 for the year ended September 30, 2020, an increase of $211,874. Our primary expense in 2021 was for consulting which increased
approximately $110,000. We also had increases for other compensation ($18,500), development expense ($48,800) and OTC and state fees ($11,100).



Professional Fees



For the year ended September 30, 2021, we had $106,042 in professional fees compared to $13,300 for
the year ended September 30, 2020, an increase of $92,742.  Professional fees consist of legal, audit and accounting fee, all of
which increased in the current year. During the current period we incurred $31,400 for audit fees and $64,684 in legal fees and $9,959
for accounting fees.



Other Income/Expense





5



---



For the year ended September 30, 2021, we had interest expense of $3,856 and $ $1,624 of interest income.
In the current period we are accruing interest on the loan from our CEO. We had no other income or expense in the prior year.





Net Loss



Our net loss for the year ended September 30, 2021 was $360,344 compared to $53,496 for the year ended
September 30, 2020. The increase in our net loss is due to our increased expenses as discussed above.



Liquidity and Capital Resources



At September 30, 2021, we had total current assets of $111,723, consisting primarily of cash. We had
total current liabilities of $669,523 consisting mostly of loans from related parties.



Changes in Cash Flows



Cash Flows from Operating Activities



For the year ended September 30, 2021, we used $282,239 of cash in operating activities compared to
$56,858 for the year ended September 30, 2020.



Cash Flows from Investing Activities



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.



Cash Flows from Financing Activities



We have financed our operations primarily from loans from related parties. For the year ended September
30, 2021, net cash provided by financing activities was $439,973. For the year ended September 30, 2020, net cash provided by financing
activities was $132,111.



The ability of the Company to continue as a going concern is dependent 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.



Going Concern



We have not attained profitable operations and are dependent upon obtaining financing to pursue any
extensive activities. For these reasons, our auditors stated in 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.



The Company has not yet established an ongoing source of revenues sufficient to cover its operating
costs for the next fiscal year and allow it to continue as a going concern. The ability of the Company to continue as a going concern
is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.



Critical Accounting Policies



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







ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



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.







6



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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARYDATA



INDEX TO FINANCIAL STATEMENTS



|                                                                                             |    
|-------------------------------------------------------------------------------------------- | ---
|Report of Independent Registered Public Accounting Firm                                      | F-1
|                                                                                             |    
|Balance Sheets as of September 30, 2021 and 2020                                             | F-2
|                                                                                             |    
|Statements of Operations for the years ended September 30, 2021 and 2020                     | F-3
|                                                                                             |    
|Statements of Stockholders Equity (Deficit) for the years ended September 30, 2021 and 2020 | F-4
|                                                                                             |    
|Statements of Cash Flows for years ended September 30, 2021 and 2020                         | F-5
|                                                                                             |    
|Notes to the Financial Statements                                                            | F-6









7



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholders of ZEUUS, INC.:



Opinion on the Financial Statements



We have audited the accompanying consolidated balance sheets of ZEUUS, INC. (the Company)
as of September 30, 2021 and 2020 and the related consolidated statements of operations, shareholders equity, and cash flows for
the two years in the period ended September 30, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for the two years in the period ended September 30, 2021 and 2020,
in conformity with accounting principles generally accepted in the United States of America.



Going Concern Matter



The accompanying financial statements have been prepared assuming that the Company will continue as
a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations that raises
substantial doubt about its ability to continue as a going concern.  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 for Opinion



These financial statements are the responsibility of the Companys management. Our responsibility
is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.



We conducted our audit in accordance with the standards 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.



Our audit included performing procedures to 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 provide a reasonable basis for our opinion.



Critical Audit Matter



Critical audit matters are matters arising from
the current-period audit 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 are no critical audit
matters.





/S BF Borgers CPA PC

BF Borgers CPA PC



We have served as the Company's auditor since 2021

Lakewood, CO

May 16, 2022





F-1



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|                                                               |  |  |  |  |  | 
|-------------------------------------------------------------- |  |  |  |  |  | 
|ZEUUS, INC. AND SUBSIDIARY
        CONSOLIDATED BALANCE SHEETS



|                                                                                                                                            |   |                    |  |   |                    | 
|------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------ |  | - | ------------------ | 
|                                                                                                                                            |   | September 30, 2021 |  |   | September 30, 2020
|ASSETS                                                                                                                                      |   |                    |  |   |                   
|Current Assets:                                                                                                                             |   |                    |  |   |                   
|Cash                                                                                                                                        | $ | 90,006             |  | $ | 75,406            
|Deposit and other assets                                                                                                                    |   | 21,717             |  |   | 3,810             
|Total current assets                                                                                                                        |   | 111,723            |  |   | 79,216            
|                                                                                                                                            |   |                    |  |   |                   
|Property and equipment, net                                                                                                                 |   | 43,528             |  |   | -                 
|Intangible assets                                                                                                                           |   | 900,000            |  |   | -                 
|Total other assets                                                                                                                          |   | 943,528            |  |   | -                 
|                                                                                                                                            |   |                    |  |   |                   
|Total Assets                                                                                                                                | $ | 1,055,251          |  | $ | 79,216            
|                                                                                                                                            |   |                    |  |   |                   
|LIABILITIES ANDSTOCKHOLDERS' EQUITY (DEFICIT)                                                                                               |   |                    |  |   |                   
|                                                                                                                                            |   |                    |  |   |                   
|Current Liabilities:                                                                                                                        |   |                    |  |   |                   
|Accounts payable                                                                                                                            | $ | 52,772             |  | $ | 495               
|Accrued interest- related party                                                                                                             |   | 6,209              |  |   | -                 
|Other current liabilities                                                                                                                   |   | 35,858             |  |   | -                 
|Due to related parties                                                                                                                      |   | 574,684            |  |   | 134,711           
|Total Current Liabilities                                                                                                                   |   | 669,523            |  |   | 135,206           
|Total Liabilities                                                                                                                           |   | 669,523            |  |   | 135,206           
|                                                                                                                                            |   |                    |  |   |                   
|Commitments and contingencies                                                                                                               |   | -                  |  |   | -                 
|                                                                                                                                            |   |                    |  |   |                   
|Stockholders' Equity (Deficit):                                                                                                             |   |                    |  |   |                   
|Common Stock, par value $0.001, 75,000,000 shares authorized; 10,544,289 and 10,530,000 shares
        issued and outstanding, respectively |   | 10,544             |  |   | 10,530            
|Additional paid-in capital                                                                                                                  |   | 822,756            |  |   | 22,770            
|Accumulated other comprehensive income                                                                                                      |   | 2,062              |  |   | -                 
|Accumulated deficit                                                                                                                         |   | (449,634)          |  |   | (89,290)          
|Total Stockholders' Equity (Deficit)                                                                                                        |   | 385,728            |  |   | (55,990)          
|Total Liabilities and Stockholders' Deficit                                                                                                 | $ | 1,055,251          |  | $ | 79,216            





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





F-2



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|                                                                         |  |  |  |  |  | 
|------------------------------------------------------------------------ |  |  |  |  |  | 
|ZEUUS, INC. AND SUBSIDIARY
        CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                              |                                   |           |  |            |   |         
|------------------------------------------------------------- | --------------------------------- | --------- |  | ---------- | - | --------
|                                                              | For the Years Ended September 30,
|                                                              | 2021                              |           |  | 2020      
|Operating Expenses:                                           |                                   |           |  |            |   |         
|General and administrative                                    | $                                 | 252,070   |  |            | $ | 40,196  
|Professional fees                                             |                                   | 106,042   |  |            |   | 13,300  
|Total operating expenses                                      |                                   | 358,112   |  |            |   | 53,496  
|                                                              |                                   |           |  |            |   |         
|Loss from operations                                          |                                   | (358,112) |  |            |   | (53,496)
|                                                              |                                   |           |  |            |   |         
|Other income (expense)                                        |                                   |           |  |            |   |         
|Interest income                                               |                                   | 1,624     |  |            |   | -       
|Interest expense                                              |                                   | (3,856)   |  |            |   | -       
|Total other expense                                           |                                   | (2,232)   |  |            |   | -       
|                                                              |                                   |           |  |            |   |         
|Loss before provision for income taxes                        |                                   | (360,344) |  |            |   | (53,496)
|Provision for income taxes                                    |                                   | -         |  |            |   | -       
|                                                              |                                   |           |  |            |   |         
|Net Loss                                                      | $                                 | (360,344) |  |            | $ | (53,496)
|                                                              |                                   |           |  |            |   |         
|Other comprehensive income:                                   |                                   |           |  |            |   |         
|Foreign currency translation adjustment                       |                                   | 2,062     |  |            |   | -       
|Net Loss                                                      |                                   | (358,282) |  |            |   | (53,496)
|                                                              |                                   |           |  |            |   |         
|Loss per share, basic and diluted                             | $                                 | (0.03)    |  |            | $ | (0.00)  
|                                                              |                                   |           |  |           
|Weighted average common shares outstanding, basic and diluted | 10,534,737                        |           |  | 10,530,000
|                                                              |                                   |           |  |           





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





F-3



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|                                                                                                                                                   |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|ZEUUS, INC. AND SUBSIDIARY
        CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT
        FOR THE YEARS
        ENDED SEPTEMBER 30, 2021 AND 2020



|                                         |              |  |                    |        |             |   |                     |  |                     |           |                  |   |       |  |   |          
|---------------------------------------- | ------------ |  | ------------------ | ------ | ----------- | - | ------------------- |  | ------------------- | --------- | ---------------- | - | ----- |  | - | ---------
|                                         | Common Stock |  | Additional Paid in |        | Accumulated |   | Other Comprehensive |  | Total Stockholders'
|                                         | Shares       |  | Amount             |        | Capital     |   | Deficit             |  | Income              |           | Equity (Deficit)
|Balance, September 30, 2019              | 10,530,000   |  | $                  | 10,530 |             | $ | 22,770              |  | $                   | (35,794)  |                  | $ | -     |  | $ | (2,494)  
|Net loss                                 | -            |  |                    | -      |             |   | -                   |  |                     | (53,496)  |                  |   | -     |  |   | (53,496) 
|Balance, September 30, 2020              | 10,530,000   |  |                    | 10,530 |             |   | 22,770              |  |                     | (89,290)  |                  |   | -     |  |   | (55,990) 
|Common stock issued for intangible asset | 14,289       |  |                    | 14     |             |   | 799,986             |  |                     | -         |                  |   | -     |  |   | 800,000  
|Net loss                                 | -            |  |                    | -      |             |   | -                   |  |                     | (360,344) |                  |   | 2,062 |  |   | (358,282)
|Balance, September 30, 2021              | 10,544,289   |  | $                  | 10,544 |             | $ | 822,756             |  | $                   | (449,634) |                  | $ | 2,062 |  | $ | 385,728  
|                                         |              |  |                    |        |             |   |                     |  |                     |           |                  |   |       |  |  



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





F-4



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ZEUUS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS
OF CASH FLOWS

|                                                                            |  |                                           |           |      |   |          |  |  | 
|--------------------------------------------------------------------------- |  | ----------------------------------------- | --------- | ---- | - | -------- |  |  | 
|                                                                            |  |                                           |           |      |   |          |  |  | 
|                                                                            |  | For the Years Ended
        September 30,
|                                                                            |  | 2021                                      |           | 2020
|Cash flows from operating activities:                                       |  |                                           |           |      |   |         
|Net Loss                                                                    |  | $                                         | (360,344) |      | $ | (53,496)
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                           |           |      |   |         
|Depreciation                                                                |  |                                           | 1,668     |      |   | 250     
|Changes in operating assets and liabilities:                                |  |                                           |           |      |   |         
|Prepaid expense                                                             |  |                                           | 3,810     |      |   | (3,810) 
|Deposit and other assets                                                    |  |                                           | (21,717)  |      |   | -       
|Accounts payable                                                            |  |                                           | 52,277    |      |   | 198     
|Accrued interest- related party                                             |  |                                           | 6,209     |      |   | -       
|Other current liabilities                                                   |  |                                           | 35,858    |      |   | -       
|Net cash used in operating activities                                       |  |                                           | (282,239) |      |   | (56,858)
|                                                                            |  |                                           |           |      |   |          |  | 
|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                                                       |  |                                           | (45,196)  |      |   | -       
|Net cash used in investing activities                                       |  |                                           | (145,196) |      |   | -       
|                                                                            |  |                                           |           |      |   |          |  | 
|Cash flows from financing activities:                                       |  |                                           |           |      |   |         
|Proceeds from related party loans                                           |  |                                           | 439,973   |      |   | 132,111 
|Net cash provided by financing activities                                   |  |                                           | 439,973   |      |   | 132,111 
|                                                                            |  |                                           |           |      |   |          |  | 
|Net increase in cash                                                        |  |                                           | 12,538    |      |   | 75,253  
|Effects of currency translation                                             |  |                                           | 2,062     |      |   | -       
|Cash, beginning of year                                                     |  |                                           | 75,406    |      |   | 153     
|                                                                            |  |                                           |           |      |   |          |  | 
|Cash, end of year                                                           |  | $                                         | 90,006    |      | $ | 75,406  
|                                                                            |  |                                           |           |      |   |          |  | 
|Supplemental disclosure of cash flow information:                           |  |                                           |           |      |   |         
|Cash paid for taxes                                                         |  | $                                         | -         |      | $ | -       
|Cash paid for interest                                                      |  | $                                         | -         |      | $ | -       
|                                                                            |  |                                           |           |      |   |          | 



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





F-5



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ZEUUS, INC. AND SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2021





NOTE 1 -
ORGANIZATION AND BUSINESS



ZEUUS, INC. (formerly Kriptech International Corp.)(the Company) is a corporation
established under the corporation laws in the State of Nevada on March 20, 2016. The Company has adopted September 30 fiscal year end.



On June 11, 2020, Meshal Al Mutawa, acquired control of 8,000,000
restricted shares of the Companys issued and outstanding common stock, representing approximately 75.97% of the Companys total
issued and outstanding common stock, from Anatolii Antontcev and Aleksandr Zausayev in exchange for $270,000 under the terms of a Stock
Purchase Agreement by and among Messrs. Al Mutawa, Zausayev and Antontcev.



On June 11, 2020, (i) Mr.Anatolii
Antontcevresigned from all positions with the Company, including as President, Chief
Executive Officer, Treasurer, Chief Financial Officer and as a Director, (ii) Aleksandr Zausayev resigned as the Secretary.



On June 11, 2020, Mr. Meshal Al Mutawa was appointed to the Companys
Board of Directors and as the Companys President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Secretary.



On August 31, 2020, Bassam A.I. Al-Mutawa, acquired control of
eight million (8,000,000) restricted shares of the Companys issued and outstanding common stock, representing approximately 75.97%
of the Companys total issued and outstanding common stock, from Meshal Al Mutawa through an Assignment by and between Mr. Meshal
Al Mutawa, and Mr. Bassam A.I. Al-Mutawa.



On August 31, 2020, Mr. Bassam A.I. Al-Mutawa was appointed to
the Companys Board of Directors and as the Companys President, Chief Executive Officer, Treasurer, Chief Financial Officer,
and Secretary.



On March 9, 2021, the Financial Industry 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.





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation

The Companys consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (U.S. GAAP).



Use of estimates

The preparation of financial 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.



Concentrations of Credit Risk

We maintain 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).

Cash equivalents

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, 2021 or 2020.



Principles of Consolidation

The accompanying consolidated financial statements for the year ended September 30, 2021 and 2020, 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.



Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation
used in the financial statements for the year ended September 30, 2021.





F-6



---



Translation Adjustment

For the year ended September 30, 2021, 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.



Comprehensive Income

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 year ended September 30, 2021 is included in net
loss and foreign currency translation adjustments.



Property and Equipment

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.



Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed 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, 2021 and 2020, 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.



Stock-based Compensation

In June 2018, the FASB issued ASU 2018-07,Compensation
 Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal
years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.



Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of 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:



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

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.

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of 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.



Income Taxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements
and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax
assets and





F-7



---

liabilities represent the future tax return consequences of these differences,
which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets
when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment
about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Companys
control, it is at least reasonably possible that managements judgment about the need for a valuation allowance for deferred taxes
could change in the near term.



Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon
examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely
to be realized upon settlement. A liability for unrecognized tax benefits is recorded for any tax benefits claimed in the
Companys tax returns that do not meet these recognition and measurement standards. As of September 30, 2021, and 2020, no liability
for unrecognized tax benefits was required to be reported.



Recently issued accounting pronouncements

In August 2020, the FASB issued ASU 2020-06,DebtDebt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and HedgingContracts in Entitys Own Equity (Subtopic 815-40)Accounting for
Convertible Instruments and Contracts in an Entitys Own Equity. ASU 2020-06 reduces the number of accounting models for
convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required
to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums
accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes
certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives
and HedgingContracts in Entitys Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition,
ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in
entitys own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange
Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning
after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for
fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but
no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified
that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has chosen the early adoption of ASU
2020-06. The adoption of ASU 2020-06 did not have a material effect on the Companys financial statements.



The Company has implemented all new applicable accounting pronouncements that are in effect.  These
pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe
that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position
or results of operations.



NOTE 3 - GOING CONCERN



The Companys consolidated financial statements as of September 30, 2021 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 not yet established an ongoing source of revenue sufficient
to cover its operating costs and allow it to continue as a going concern. The Company has an accumulated deficit as of September 30, 2021
of $449,634.



In order to continue as 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.



NOTE 4 - NOTE
RECEIVABLE



On January 8, 2021, a promissory note for $150,000
was entered into between WNT Solutions LLC, a Dubai Corporation and the Company.The Note accrues interest at the rate of 5% per
annum and matures July 31, 2021.  On March 29, 2021, the





F-8



---

Company received a payment of $75,000 of principal
and $771 of interest. In April 2021, the remaining balance of $75,000 and all interest due was repaid.

NOTE 5  - INTANGIBLE
ASSET



On June 1, 2021, the Company 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.



NOTE
6 - PROPERTY AND EQUIPMENT



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



Long lived assets, 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 assets to be disposed of are reported at the lower of carrying amount or fair
value less cost to sell.



Maintenance and repair 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.



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



|                               |  |   |                   |  |  |   |                   | 
|------------------------------ |  | - | ----------------- |  |  | - | ----------------- | 
|                               |  |   | September 30,2021 |  |  |   | September 30,2020 | 
|Property and equipment         |  | $ | 45,196            |  |  | $ | -                 | 
|Less: accumulated depreciation |  |   | (1,668)           |  |  |   | -                 | 
|Property and equipment, net    |  | $ | 43,528            |  |  | $ | -                 | 





Depreciation expense

Depreciation expense for the year ended September 30, 2021 was
$1,668.



NOTE 7 - COMMON STOCK TRANSACTIONS



Pursuant to the terms of the Asset Purchase Agreement (Note 5), the Company issued 14,289 shares of
common stock. 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.



NOTE 8 - RELATED PARTY
TRANSACTIONS



In support of 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. 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.



Since March 20, 2016, (inception) through September 30, 2021, Meshal Al Mutawa,
the Companys former president, treasurer and director, and son of Bassam Al-Mutawa, loaned the Company $13,823 to pay for incorporation
costs and operating expenses. This loan is non-interest bearing, due upon demand and unsecured. On August 31, 2021, the Company issued
Mr. Al-Mutawa, a Promissory Note in the principal amount of $100,000 in consideration of cash in the amount of





F-9



---

$100,000.  The Note accrues interest at the rate
of 8% per annum and matures October 31, 2022.  As of September 30, 2021, there is $689 of interest accrued on this note.



On January 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, 2021, there is $5,521 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, 2021, the Company owes a total of $460,761.



NOTE 9 - INCOME TAX



Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the
decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.



Net deferred tax assets consist of the following components as of September 30:



|                         |  |   |         |   |  |   |         |  
|------------------------ |  | - | ------- | - |  | - | ------- | -
|Deferred Tax Assets:     |  |   | 2021    |   |  |   | 2020    |  
|NOL Carryover            |  | $ | 75,240  |   |  | $ | 18,750  |  
|Less valuation allowance |  |   | (75,240 | ) |  |   | (18,750 | )
|Net deferred tax assets  |  | $ | -       |   |  | $ | -       |  



At September 30, 2021, the Company had net operating loss carry forwards of approximately $94,000 that
may be offset against future taxable income.  No tax benefit has been reported in the September 30, 2021 or 2020 financial statements
since the potential tax benefit is offset by a valuation allowance of the same amount.



On December 22, 2017, the U.S. government enacted 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.



Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards
for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss
carry forwards may be limited as to use in future years.



ASC Topic 740 provides guidance on the accounting for uncertainty in income 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 Company includes interest and penalties arising from the underpayment of income taxes in the statements
of operations in the provision for income taxes. As of September 30, 2021, the Company had no accrued interest or penalties related to
uncertain tax positions.



NOTE 10 - SUBSEQUENT EVENTS



Management has evaluated subsequent events pursuant to the requirements of ASC Topic
855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent
events exist other than the following.



Subsequent to September 30, 2021, the Company sold 4,017 shares of common stock
for total cash proceeds of $84,200.



Subsequent to September 30, 2021, the Company granted 2,310 shares of common stock
to its directors for services.











F-10



---

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



None.





ITEM 9A. CONTROLS AND PROCEDURES



Our management is responsible for establishing and maintaining a system of disclosure controls and procedures
(as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act
is accumulated and communicated to the issuers management, including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



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, 2021. Based on that evaluation,
our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required
to be disclosed in the 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
reporting during the year September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.



Managements Annual Report on Internal Control over Financial Reporting



Our management is responsible for establishing and maintaining adequate internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed 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 and includes those policies and procedures that:



-

Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and the dispositions of the assets of the Company;

-

Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the Company are being made only in accordance with authorization of management and the board of directors of the Company;
and

-

Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to risk that controls may become inadequate
because of changes in conditions or because of declines in the degree of compliance with the policies or procedures.



Our management, with the participation of the Principal Executive and Financial Officer, assessed the
effectiveness of the Companys internal control over financial reporting as of September 30, 2021. In making this assessment, the
Companys management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework 2013. Our management has concluded that, as of September 30, 2021, internal controls over financial
reporting are not effective due to weakness discussed above.



Managements report was not subject to attestation by the Companys independent registered
public accounting firm since the Company is classified as a smaller reporting company.





ITEM 9B. OTHER INFORMATION



None.









8



---

PART III





ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT



|                          |     |                                                                                                             
|------------------------- | --- | ------------------------------------------------------------------------------------------------------------
|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                                                                                                    



Bassam A.I. Al-Mutawa, President, Chief Executive Officer,
Treasurer, Chief Financial Officer, and Secretary



Mr. 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



Tommy 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.



Khamis Buharoon Al Shamsi, Director



Buharoon Al Shamsi was appointed as a member of the Companys
Board of Directors on September 6, 2021.  Mr. Buharoon Al Shamsi runs a banking consultancy advisory service. Mr. Buharoon Al Shamsi
spent 14 years at Abu Dhabi Islamic Bank, 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 CEO for two years. He most recently served as Vice Chairman
of Abu 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, and vice-chairman of the nominations
and remuneration committee, among many other offices.  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





9



---

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



None of our directors or officers are related to each other. There are no arrangements or understandings
with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive
officers were appointed.



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.



AUDIT COMMITTEE



We do not have an audit committee financial expert. We do not have an audit committee financial expert
because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations,
at the present time, we believe the services of a financial expert are not warranted.



SIGNIFICANT EMPLOYEES



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





ITEM 11. EXECUTIVE COMPENSATION



The following tables set forth certain information about compensation paid, earned or accrued for services
by our Executive Officers for the years ended September 30, 2021 and 2020:



|                                                     |              |                    |                   |                                  |                                   |                                                                    |                                            |                                            |                  
|---------------------------------------------------- | ------------ | ------------------ | ----------------- | -------------------------------- | --------------------------------- | ------------------------------------------------------------------ | ------------------------------------------ | ------------------------------------------ | -----------------
|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
        President, Director    | 2021         | -0-                | -0-               | -0-                              | -0-                               | -0-                                                                | -0-                                        | -0-                                        | -0-              
|2020                                                 | -0-          | -0-                | -0-               | -0-                              | -0-                               | -0-                                                                | -0-                                        | -0-                                       
|                                                     |              |                    |                   |                                  |                                   |                                                                    |                                            |                                            |                  
|Meshal Al Mutawa,
        Former President, Director | 2020         | -0-                | -0-               | -0-                              | -0-                               | -0-                                                                | -0-                                        | -0-                                        | -0-              



There are no current employment agreements between the company and its officer.



There 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.



Director Agreements







10



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Pursuant to the terms of the Independent
Director Agreement, Mr. Buharoon Al Shamsi agreed to serve as a member of the Board until September 6, 2022. Unless his appointment is
renewed prior to September 6, 2022, Mr. Buharoon Al Shamsi agreed to resign immediately as a member of the Board. Notwithstanding any
other provisions of the 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 provisions of the law. In exchange for Mr. Buharoon Al Shamsis services
as a director, the Company issued 1,155 shares of Common Stock to Mr. Buharoon Al Shamsi  pursuant to the terms of the Independent
Director Agreement.



Pursuant to the terms of the TD Independent Director Agreement,
Mr. Dunehew agreed to serve as a member of the Board 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 provisions of the law. 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



There are no current employment agreements between the company and its officer.



There 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.



Compensatory Plans



As of September 30, 2021, 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.



Outstanding Equity Awards at September 30, 2021



None of our executive officers and directors had any outstanding equity awards
at September 30, 2021.



Compensation Plans



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.





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth, as of April 15, 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.



|                                                            |                                                                 |                                                   |                 
|----------------------------------------------------------- | --------------------------------------------------------------- | ------------------------------------------------- | ----------------
|Directors and Officers                                      | Address                                                         | Amount and Nature of
        Beneficial Ownership | Percent of class
|                                                            |                                                                 | Common Stock                                      |                 
|Bassam A.I. Al Mutawa                                       | Raed Center, 4th Floor, P.O. Box: 175 Dasman 15452 Kuwait       | 8,000,000                                         | 75.83%          
|Tommy Dunehew                                               | 3219 Avenida La Cima, Carlsbad, California 92009                | 1,255                                             | 0.01%           
|Khamis Buharoon Al Shamsi                                   | Lotous Building Al Nahda 02 behind Zulaikha Hospital DUBAI, UAE | 1,155                                             | 0.01%           
|All directors and executive officers as a group (3 persons) |                                                                 | 8,002,310                                         | 75.85%          





11



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| |  |  | 
| |  |  | 



The percent of class is based on 10,530,000 shares of common stock issued and outstanding as of the
date of this annual report.





ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE



Director Independence



For purposes of determining 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.



According to the NASDAQ definition, Bassam A.I. Al-Mutawa is not an independent director because he
is an executive officer of the Company.



Related Party Transactions



Since March 20, 2016, (inception) through September 30, 2021, Meshal Al Mutawa,
the Companys former president, treasurer and director, and son of Bassam Al-Mutawa, loaned the Company $13,823 to pay for incorporation
costs and operating expenses. This loan is non-interest bearing, due upon demand and unsecured. On August 31, 2021, the Company issued
Mr. Al-Mutawa, a Promissory Note in the principal amount of $100,000 in consideration of cash in the amount of $100,000.  The Note
accrues interest at the rate of 8% per annum and matures October 31, 2022.  As of September 30, 2021, there is $689 of interest accrued
on this note.



On January 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, 2021, there is $5,521 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, 2021, the Company owes a total of $460,761.





Other than the foregoing, neither the director nor executive officer of the Company, nor any person
who owned of record or was known to own beneficially more than 5% of the Companys outstanding shares of its Common Stock, nor any
associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred
during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.



With regard to any future related party transaction, we plan to fully disclose any and all related party
transactions in the following manor:



·

Disclosing such transactions in reports where required;

·

Disclosing in any and all filings with the SEC, where required;

·

Obtaining disinterested directors consent; and

·

Obtaining shareholder consent where required.



Review, Approval or Ratification of Transactions with Related Persons



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.





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



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, 2021 and 2020 and fees billed for other services rendered during those periods. All services reflected in the following
fee table for 2021 and 2020 were pre-approved, respectively, in accordance with the policy of the Board.









12



---



|                   |   |                    |  |   |                   
|------------------ | - | ------------------ |  | - | ------------------
|                   |   | September 30, 2021 |  |   | September 30, 2020
|Audit fees (1)     | $ | 31,400             |  | $ | 11,000            
|Audit-related fees |   | 0                  |  |   | 0                 
|Tax fees           |   | 0                  |  |   | 0                 
|All other fees     |   | 0                  |  |   | 0                 
|Total Fees         | $ | 31,400             |  | $ | 11,000            



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.



Audit Fees



Consist of fees 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.



Audit Related Fees



Consist of fees billed for assurance and related services that are reasonably related to the performance
of the audit or review of our consolidated financial statements and are not reported under Audit Fees.



Tax Fees



Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These
services include preparation of federal and state income tax returns for the year ended December 31, 2021.



All Other Fees



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



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.





PART IV





ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



The following exhibits are filed as part of this Annual Report.



|         |  |                                                                                                                                                                                          
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit  |  | 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.





13



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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: May 17, 2022 | By: /s/ Bassam A.I. Al-Mutawa                                                                   
|                    | Bassam A.I. Al-Mutawa, President and
        Chief Executive Officer and Chief Financial Officer









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