UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A



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



For the fiscal year ended December 31, 2017



or



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



Commission file number 333-205271



|Zev
    Ventures, Inc.                                    
|----------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)



|Nevada                                                                 |  | 47-2615102                                  
|---------------------------------------------------------------------- |  | --------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer
        Identification No.)



|500C
    Grand St. Apartment 3G, New York, NY | 10002         
|--------------------------------------------- | --------------
|(Address
    of principal executive offices)  | (Zip
    Code)



(631) 418-7044

(Registrant’s telephone number,
including area code)



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



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



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 and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

☐



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



|Large
    accelerated filer ☐                                              | Accelerated
    filer ☐        
|-------------------------------------------------------------------------- | -------------------------------
|                                                                           |                                
|Non-accelerated
    filer ☐  (Do not check if a smaller reporting company) | 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
is a shell company (as defined in Rule 12b-2 of the Act).

☐Yes☒No



As of March 19, 2018 the Registrant has 5,760,000 shares of common
stock outstanding.







This amendment is being filed in order to provide
management’s annual report on internal control over financial reporting as required by Item 308(a) of Regulation S-K.











TABLE OF CONTENTS



|PART I                                                                                                               | 1 
|-------------------------------------------------------------------------------------------------------------------- | --
|ITEM 1. BUSINESS                                                                                                     | 1 
|ITEM 1A. RISK FACTORS                                                                                                | 3 
|ITEM 1B. UNRESOLVED STAFF COMMENTS                                                                                   | 3 
|ITEM 2. PROPERTIES                                                                                                   | 3 
|ITEM 3. LEGAL PROCEEDINGS                                                                                            | 3 
|ITEM 4. MINE SAFTEY DISCLOSURES                                                                                      | 3 
|                                                                                                                     |   
|PART
    II                                                                                                          |   
|ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 3 
|ITEM 6. SELECTED FINANCIAL DATA                                                                                      | 4 
|ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        | 4 
|ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                  | 6 
|ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  | 6 
|ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISLOSURE                          | 7 
|ITEM 9A. CONTROLS AND PROCEDURES                                                                                     | 7 
|ITEM 9B. OTHER INFORMATION                                                                                           | 7 
|                                                                                                                     |   
|PART III                                                                                                             | 7 
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                      | 7 
|ITEM 11. EXECUTIVE COMPENSATION                                                                                      | 8 
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS              | 10
|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                   | 10
|ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                      | 10
|                                                                                                                     |   
|ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                                     | 12
|                                                                                                                     |   
|SIGNATURES                                                                                                           | 12



i







PART I



ITEM 1. BUSINESS



Forward Looking Statements



This Annual Report on Form 10-K (“Annual
Report”) contains forward-looking statements. These statements relate to future events or our future financial performance.
In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,”
or “continue” or the negative of these terms or other comparable terminology.



Forward looking statements are made based
on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update
forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to actual results.



The safe harbors of forward-looking statements
provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below
$5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Private Securities Litigation
Reform Act of 1995 are unavailable to us.



Our financial statements are stated in United
States dollars and are prepared in accordance with United States generally accepted accounting principles.



In this annual report, unless otherwise specified,
all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares
in our capital stock.



As used in this Annual Report, the terms “we,”
“us,” “Company,” “our” and “Zev Ventures, Inc.” mean Zev Ventures, Inc., unless otherwise
indicated.





THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR
ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN.



In their audit report dated March 27,
2017 our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing
business. Because our officers may be unwilling or unable to loan or advance any additional capital to us, we believe that if
we do not raise additional capital, we may be required to suspend or cease the implementation of our business plan. See the
Audited Financial Statements - Auditors Report”. Because our auditor has issued an opinion that substantial doubt exists
as to whether we can continue as a going concern, it may be more difficult to attract investors.





1







Corporate Information



Zev Ventures, Inc. (“Zev Ventures, Inc.”
or the “Company”) was incorporated in the State of Nevada on December 22, 2014, and our fiscal year end is December
31. The Company’s administrative address is 500C Grand St. Apartment 3G New York NY, 10002. Our telephone number is (631)
418-7044.



Zev Ventures, Inc. has begun generating revenues
and continues to grow our inventory, however, our ability to fully implement our business plan requires us to raise additional
funds for marketing and inventory.



Zev Ventures, Inc. has never declared bankruptcy,
been in receivership, or involved in any kind of legal proceeding. The Company, its directors, officers, affiliates and promoters,
have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or
companies regarding the possibility of an acquisition or merger.



The Company purchases sporting events and
concert tickets in bulk directly from ticket vendors such as Ticketmaster and directly from the sports franchises and sports associations.
The Company intends to focus on tickets offered by the following sports leagues: Major League Baseball (“MLB”), the
National Basketball Association (“NBA”), the National Hockey League (“NHL”), and the National Football
League (“NFL”). Teams in these leagues sell their tickets for below market price in order to insure games are sold
out and to maintain customer loyalty. We intend to capitalize on this market inefficiency by reselling tickets purchased from
primary vendors at the price actually commanded by the market on StubHub, a ticket resale marketplace.



Buying tickets on the primary market in bulk
and months in advance of a given sporting event will permit us to resell those tickets on the secondary market at a 5-20% markup.
For tickets to events in unusually high demand, such as playoff games or late-season games with potential playoff implications,
the markup can be as high as 30-100%.



Our ability to profit on the resale of tickets
depends highly on an event’s ability to sell out. Sold out events eliminate primary market vendors from our competition
and decrease the supply of tickets, thus increasing our profits. Our ability to see real growth requires additional funding to
ensure we have the ability to buy as many tickets as possible. If we focus on simply one team, we will not be able to ensure at
least some playoff tickets.



Products



The Company purchases online tickets to sporting events that are held as inventory. Inventories are presented
at the lower of cost or net realizable value and are expensed through cost of sales when sold. The company plans to utilize the
specific identification method of accounting for inventory since each ticket is identifiable by a unique ticket number and is easy
to track from purchase up to sale. As at December 31, 2017 the Company had $4,068 in inventories.



Competition



Barrier to entry in the industry is extremely
low and there are many competitors. Since we’ve launched our website for the purpose of selling our tickets, our primary
competition will be other ticket resellers on StubHub, Ticketliquidator.com, Ticketnetwork.com, Ticketsnow.com, and Vividseats.com.



For events that fail to sell out, we also compete with primary ticket vendors, such as TicketMaster.



As a small company compared to some of our
competitors, they have significantly greater financial and marketing resources. They may have a greater advantage to negotiate
higher commissions because of their more recognizable brand. There are no assurances that our efforts to compete in the marketplace
will be successful.



Employees



Zev Ventures, Inc. has no employees. Our
officer and director is donating his time to the development of the company, and intends to do whatever work is necessary
in order to bring us to the point of greater revenues. We have no other employees, and do not foresee hiring any additional
employees in the near future. Our officer and director will also be responsible for designing and developing our website
and auction system, and managing our Internet Marketing efforts.



Patents, Copyrights and
Trademarks



There are no aspects of our business plan
that require a patent, trademark, or product license.



2







Government Regulation



We are not currently subject to direct federal,
state, or local regulation other than the requirement to have a business license for the area in which we conduct business.



ITEM 1A. RISK FACTORS



We are an emerging growth 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 1B. UNRESOLVED STAFF COMMENTS



We are an emerging growth 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 currently maintain our executive offices
at 500C Grand St. Apartment 3G New York NY, 10002.



ITEM 3. LEGAL PROCEEDINGS



The company is not a party to any legal proceedings.



ITEM 4. MINE SAFTEY DISCLOSURES



Not applicable to our operations.



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



Market Information



A limited trading market currently exists
for shares of our common stock of the Company on the OTCPink Sheets market, under the symbol “ZVVT.” We intend to
apply to have our common stock listed for quotation on the OTCMarkets QB in the furture.



Number of Holders



As of March 19, 2018, the Company had 5,760,000
shares of common stock issued and outstanding and no shares of the preferred stock .



Dividends



It is our present intention not to pay any
cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.



Securities authorized for issuance under
equity compensation plans



We have no compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for issuance.



Recent Sales of Unregistered Securities



Set forth below is information regarding the
issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter;
no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in
connection with the sale of any securities.



On December 22, 2014, the Company issued 3,000,000
shares of common stock to Mr. Turetsky for cash at $0.0001 per share for a total of $300.00.



3







These securities were issued in reliance
upon the exemption contained in Section 4(a)(2) of Securities Act of 1933.  These securities were issued to the founders
of the Company and bear a restrictive legend. No written agreement was entered into regarding the sale of stock to the
Company’s founders.





During June 2017, the
Company sold a total of 420,000 shares of common stock to 21 shareholders pursuant to a Form S-1/A, filed on September 27, 2016
and declared effective on October 17, 2016. The shares were sold at a price per share of $.05 for a total of $21,000. During July
2017, the Company sold an additional 20,000 shares of common stock pursuant to the S-1/A at a price per share of $.05 for $1,000.



On July 26, 2017, the
Company completed a forward stock split of 4 for 1 and issued 10,320,000 shares. Also on July 26, 2017, the sole director cancelled
8,000,000.





Use of Proceeds of Registered Securities.



We intend to continue to fund our operations and
then our business plan. No assurance can be given that the net proceeds from the total number of shares sold in the Form S-1/A
will be sufficient to accomplish our goals.



Purchases of Equity Securities.



None.



Transfer Agent





We have engaged Globex Transfer, LLC, 780 Deltona
Blvd., Suite 202, Deltona, FL 32725, as our transfer agent.





ITEM 6. SELECTED FINANCIAL DATA



The following financial information summarizes
the more complete historical financial information at the end of this Prospectus.



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



The following discussion should be read
in conjunction with our consolidated financial statements and the notes thereto included in this Report beginning on page F-1.
The results shown herein are not necessarily indicative of the results to be expected in any future periods. This discussion contains
forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives,
expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking
statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,”
“project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,”
“may,” “will,” “should,” “could,” and similar expressions to identify forward-looking
statements.



Significant Accounting Policies



Our discussion and analysis of our results
of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and
disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those
related to revenue recognition, valuation of intangible assets and investments, share-based payments, income taxes and litigation.
We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable
under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are
subject to an inherent degree of uncertainty. Actual results that differ from our estimates could have a significant adverse effect
on our operating results and financial position. We believe that the following significant accounting policies and assumptions
may involve a higher degree of judgment and complexity than others.



Emerging Growth Company



We qualify as an “emerging growth company”
under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.
For so long as we are an emerging growth company, we will not be required to:



| | ● | have
                                         an auditor report on our internal controls over financial reporting pursuant to Section
                                         404(b) of the Sarbanes-Oxley Act;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | comply
                                         with any requirement that may be adopted by the Public Company Accounting Oversight Board
                                         regarding mandatory audit firm rotation or a supplement to the auditor’s report
                                         providing additional information about the audit and the financial statements (i.e.,
                                         an auditor discussion and analysis);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4







| | ● | submit
                                         certain executive compensation matters to shareholder advisory votes, such as “say-on-pay”
                                         and “say-on-frequency;” and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | disclose
                                         certain executive compensation related items such as the correlation between executive
                                         compensation and performance and comparisons of the CEO’s compensation to median
                                         employee compensation.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, Section 107 of the JOBS Act also
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay
the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected
to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable
to those of companies that comply with such new or revised accounting standards.



We will remain an “emerging growth company”
for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues
exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700
million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued
more than $1 billion in non-convertible debt during the preceding three year period.



Results of Operations



Our results
of operations are presented below:





Results
of Operations for the Twelve Months Ended December 31, 2017 compared to the Twelve Months Ended December 31, 2016.



During the twelve months ended December 31, 2017 we incurred a net loss of $44,663, compared to a net
loss of $34,580 during the same period in fiscal December 31, 2016. The increase in our net loss during the year ended December
31, 2017 was primarily due to increased operating costs relating to salaries and other general and administrative expenses.



Our total operating expenses for the year ended December 31, 2017 were $38,436, compared to operating
expenses of $27,670 during the same period in fiscal December 31, 2016.



Liquidity
and Capital Resources



As of December 31, 2017, we had $3,410 in cash and $8,127 in total assets, and $85,633 in total liabilities
as compared to $2,382 in cash, and $5,660 in total assets, and $60,503 in total liabilities as of December 31, 2016.



We
are dependent on our revenues for cash flow, as we have minimized cash flow requirements through equity or debt financing. However,
as we intend to expand operations, it is likely that we will require cash flow from financing in the future which could affect
our ability to become cash flow positive.



For the year ending December 31, 2017 we used net cash of $45,602 in operating activities, compared to
net cash used of $28,992 in operating activities during the same period in fiscal December 31, 2016. During the year ended December
31, 2017, net cash of $46,630 was provided by financing activities compared to net cash of $26,200 during the same period in fiscal
December 31, 2016.









Off-Balance
Sheet Arrangements



We have no significant
off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.



5







Inflation



The amounts
presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The
net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations
with amounts that represent replacement costs or by using other inflation adjustments.



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, as such, are not required to provide the
information under this item.



ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



6







ZEV
VENTURES, INC



FINANCIAL
STATEMENTS



For
the year ended DECEMBER 31, 2017



|CONTENTS:                                                                        |    
|-------------------------------------------------------------------------------- | ---
|                                                                                 |    
|Report of Independent Registered Public Accounting Firm                          | F-2
|                                                                                 |    
|Balance Sheets as of December 31, 2017 and 2016                                  | F-3
|                                                                                 |    
|Statement of Operations for the year ended December 31, 2017 and 2016            | F-4
|                                                                                 |    
|Statements of Stockholders’ Equity for the year ended December 31, 2017 and 2016 | F-5
|                                                                                 |    
|Statements of Cash Flows for the year ended December 31, 2017 and 2016           | F-6
|                                                                                 |    
|Notes to the Financial Statements                                                | F-7





F-1







REPORT
OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Shareholders and the Board of Directors of Zev Ventures, Inc.



Opinion
on the Financial Statements



We
have audited the accompanying balance sheets of Zev Ventures, Inc (“the Company”) as of December 31, 2017 and 2016
and the related statements of operations, changes in stockholders’ deficit and cash flows, for each of the three years in
the period ended December 31, 2017, 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
December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2017, in conformity with generally accepted accounting principles in the United States of America.



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 audits. 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 audits 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 audits 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
audits 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 audits 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 audits provide a reasonable basis for our opinion.



Going
Concern



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company has not established a source of revenue sufficient to cover its operating costs.
As of December 31, 2017, the Company does not have sufficient working capital and cash resources to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.



/s/
Weinstein & Co. C.P.A. (Isr)



We
have served as the Company’s auditor since 2014.



Jerusalem,
Israel



23/03/2018



F-2







ZEV
VENTURES, INC



BALANCE
SHEETS



(in
US Dollars)



|ASSETS                                                                                                                                                                      |  | December 
31, 2017 |         |   | December 
31, 2016 | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ------------------ | 
|                                                                                                                                                                            |  |                    | $       |   |                    | 
|Current Assets:                                                                                                                                                             |  |                    |         |   |                    | 
|Cash and cash equivalents                                                                                                                                                   |  |                    | 3,410   |   |                    | 
|Account receivable                                                                                                                                                          |  |                    | 649     |   |                    | 
|Inventory                                                                                                                                                                   |  |                    | 4,068   |   |                    | 
|                                                                                                                                                                            |  |                    |         |   |                    | 
|TOTAL ASSETS                                                                                                                                                                |  |                    | 8,127   |   |                    | 
|                                                                                                                                                                            |  |                    |         |   |                    | 
|LIABILITIES AND STOCKHOLDER’S DEFICIT                                                                                                                                       |  |                    |         |   |                    | 
|                                                                                                                                                                            |  |                    |         |   |                    | 
|Current liabilities:                                                                                                                                                        |  |                    |         |   |                    | 
|Account payable and accrued expenses                                                                                                                                        |  |                    | 8,500   |   |                    | 
|Loan from related party                                                                                                                                                     |  |                    | 77,133  |   |                    | 
|                                                                                                                                                                            |  |                    |         |   |                    | 
|Total liabilities                                                                                                                                                           |  |                    | 85,633  |   |                    | 
|                                                                                                                                                                            |  |                    |         |   |                    | 
|Stockholder’s deficit                                                                                                                                                       |  |                    |         |   |                    | 
|Common stock, $0.0001 par value; 75,000,000 shares authorized; 5,760,000 shares and 3,000,000 shares issued and outstanding as of  December 31, 2017 and 2016, Respectively |  |                    | 576     |   |                    | 
|Additional Paid-In Capital                                                                                                                                                  |  |                    | 21,724  |   |                    | 
|Accumulated deficit                                                                                                                                                         |  |                    | (99,806 | ) |                    | 
|                                                                                                                                                                            |  |                    |         |   |                    | 
|Total Stockholder’s deficit                                                                                                                                                 |  |                    | (77,506 | ) |                    | 
|                                                                                                                                                                            |  |                    |         |   |                    | 
|TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT                                                                                                                                 |  |                    | 8,127   |   |                    | 



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



F-3







ZEV
VENTURES, INC



STATEMENT
OF OPERATIONS



(in
US Dollars)



|                                                       |  | Year ended December 31, 2017 |           |   | Year ended December 31, 2016 | 
|------------------------------------------------------ |  | ---------------------------- | --------- | - | ---------------------------- | 
|                                                       |  |                              |           |   |                              | 
|Revenue                                                |  |                              | 2,846     |   |                              | 
|Cost of sales                                          |  |                              | (9,073    | ) |                              | 
|                                                       |  |                              | (6,227    | ) |                              | 
|                                                       |  |                              |           |   |                              | 
|General and administrative:-                           |  |                              |           |   |                              | 
|Professional fees                                      |  |                              |           |   |                              | 
|-    Auditors’ fees                                    |  |                              | 11,500    |   |                              | 
|-    Legal fees                                        |  |                              | 9,900     |   |                              | 
|Filing fees                                            |  |                              | 16,146    |   |                              | 
|Website cost                                           |  |                              | 554       |   |                              | 
|Miscellaneous fees                                     |  |                              | 227       |   |                              | 
|Other costs                                            |  |                              | 109       |   |                              | 
|Total operating expenses                               |  |                              | (38,436   | ) |                              | 
|                                                       |  |                              |           |   |                              | 
|Net loss                                               |  |                              | (44,663   | ) |                              | 
|                                                       |  |                              |           |   |                              | 
|Net loss per common share - basic and diluted:         |  |                              |           |   |                              | 
|                                                       |  |                              |           |   |                              | 
|Net loss per share attributable to common stockholders |  |                              | (0.01     | ) |                              | 
|                                                       |  |                              |           |   |                              | 
|Weighted-average number of common shares outstanding   |  |                              | 4,232,986 |   |                              | 



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





F-4





ZEV VENTURES, INC



STATEMENT
OF CASH FLOWS



(in
US Dollars)



|                                                |  |  | Common stock |   |  |  | Additional paid-in |   |  |  | Accumulated |   |  |  | Total stockholders’ |  
|----------------------------------------------- |  |  | ------------ | - |  |  | ------------------ | - |  |  | ----------- | - |  |  | ------------------- | -
|                                                |  |  | Shares       |   |  |  | Amount             |   |  |  | capital     |   |  |  | deficit             |  
|                                                |  |  |              |   |  |  | $                  |   |  |  | $           |   |  |  | $                   |  
|                                                |  |  |              |   |  |  |                    |   |  |  |             |   |  |  |                     |  
|Balance at January 1, 2016                      |  |  | 3,000,000    |   |  |  | 300                |   |  |  | —           |   |  |  | (20,563             | )
|                                                |  |  |              |   |  |  |                    |   |  |  |             |   |  |  |                     |  
|Loss for the year                               |  |  | —            |   |  |  | —                  |   |  |  | —           |   |  |  | (34,580             | )
|                                                |  |  |              |   |  |  |                    |   |  |  |             |   |  |  |                     |  
|Balance at December 31, 2016                    |  |  | 3,000,000    |   |  |  | 300                |   |  |  | —           |   |  |  | (55,143             | )
|                                                |  |  |              |   |  |  |                    |   |  |  |             |   |  |  |                     |  
|Common stock issued for cash at $0.05 per share |  |  | 440,000      |   |  |  | 44                 |   |  |  | 21,956      |   |  |  | —                   |  
|                                                |  |  |              |   |  |  |                    |   |  |  |             |   |  |  |                     |  
|Split of common stock 1:4                       |  |  | 10,320,000   |   |  |  | 1,032              |   |  |  | (1,032      | ) |  |  | —                   |  
|                                                |  |  |              |   |  |  |                    |   |  |  |             |   |  |  |                     |  
|Cancellation of stocks                          |  |  | (8,000,000   | ) |  |  | (800               | ) |  |  | 800         |   |  |  | —                   |  
|                                                |  |  |              |   |  |  |                    |   |  |  |             |   |  |  |                     |  
|Loss for the year                               |  |  | —            |   |  |  | —                  |   |  |  | —           |   |  |  | (44,663             | )
|                                                |  |  |              |   |  |  |                    |   |  |  |             |   |  |  |                     |  
|Balance at December 31, 2017                    |  |  | 5,760,000    |   |  |  | 576                |   |  |  | 21,724      |   |  |  | (99,806             | )
|                                                |  |  |              |   |  |  |                    |   |  |  |             |   |  |  |                     |  

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



F-5







ZEV
VENTURES, INC



STATEMENT
OF CASH FLOWS



(in
US Dollars)



|                                                   |  | Year ended December 31, 2017 |         |   | Year ended December 31, 2016 | 
|-------------------------------------------------- |  | ---------------------------- | ------- | - | ---------------------------- | 
|                                                   |  |                              | $       |   |                              | 
|Cash Flows from Operating Activities               |  |                              |         |   |                              | 
|                                                   |  |                              |         |   |                              | 
|Net loss                                           |  |                              | (44,663 | ) |                              | 
|                                                   |  |                              |         |   |                              | 
|Changes in operating assets and liabilities        |  |                              |         |   |                              | 
|Inventory                                          |  |                              | (2,608  | ) |                              | 
|Account receivable                                 |  |                              | 1,169   |   |                              | 
|Account payable and accrued expenses               |  |                              | 500     |   |                              | 
|                                                   |  |                              | (939    | ) |                              | 
|                                                   |  |                              |         |   |                              | 
|Net cash used by operating activities              |  |                              | (45,602 | ) |                              | 
|                                                   |  |                              |         |   |                              | 
|Cash Flows from Investing Activities               |  |                              | —       |   |                              | 
|                                                   |  |                              |         |   |                              | 
|Cash Flows from Financing Activities               |  |                              |         |   |                              | 
|Loan from related party                            |  |                              | 24,630  |   |                              | 
|Proceed from stock issuance                        |  |                              | 22,000  |   |                              | 
|Net cash earned from financing activities          |  |                              | 46,630  |   |                              | 
|                                                   |  |                              |         |   |                              | 
|Increase/ (Decrease) in cash and cash equivalents  |  |                              | 1,028   |   |                              | 
|                                                   |  |                              |         |   |                              | 
|Cash and cash equivalents at beginning of the year |  |                              | 2,382   |   |                              | 
|                                                   |  |                              |         |   |                              | 
|Cash and cash equivalents at end of the year       |  |                              | 3,410   |   |                              | 



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



F-6







ZEV
VENTURES, INC



NOTES
TO THE AUDITED FINANCIAL STATEMENTS





NOTE
1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION



Zev
Ventures Inc. (the “Company”) is a Nevada Corporation, incorporated under the laws of the State of Nevada on December
22, 2014. The Company’s business plan involves purchasing tickets online for popular sport’s events and reselling them through
online marketplaces.



Basis
of Presentation



The
Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the
United States of America (“U.S. GAAP”).



These
financial statements are presented in US dollars.



Fiscal
Year End



The
Corporation has adopted a fiscal year end of December 31.



NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



The
principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless
otherwise stated:



Use
of Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 or revenues and expenses during the reporting
period. Actual results could differ from those estimates.



Going
concern



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the liquidation of liabilities in the normal course of business. As at December 31, 2017 the Company
has a deficit from operations of $99,806 and has not earned sufficient revenues to cover operating costs and has a working capital
deficit of $77,506. The Company intends to fund operations through equity financing arrangements, which may be insufficient to
fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2018.



The
ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing
to continue operations, and development of its business plan. In response to these problems, management intends to raise additional
funds through public or private placement offerings.



These
factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might result from the outcome of this uncertainty.



Cash
and cash equivalents



Cash
and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at
credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.



Inventory



The
Company purchases online tickets to sporting events that are held as inventory. Inventories are presented at the lower of cost
or net realizable value and are expensed through cost of sales when sold. The company plans to utilize the specific identification
method of accounting for inventory since each ticket is identifiable by a unique ticket number and is easy to track from purchase
up to sale As at December 31, 2017 the Company has $4,068 in inventories





F-7







Property,
plant and equipment



The
Company does not own any property, plant and equipment.



Accounts
Payable and Accrued Expenses



Accounts
payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company
prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect
of the purchase of these goods and services.



Revenue
Recognition



The
Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists,
delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability of the selling
price is reasonably assured.



The
Company recognizes revenue when the online sale has been processed as delivery has occurred, the selling price has been determined
and proceeds have been collected.



Cost
of Sales



Cost
of sales consists of the cost of merchandise sold to customers.



Income
Taxes



Income
taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred
tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities
are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered
or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or
all of the deferred tax assets will not be realized.



Earnings
per Share



The
Company computes net loss per share in accordance with ASC 260, “Earnings Per Share” ASC 260 requires presentation of
both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing
the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding
during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted
average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted
to employees. As December 30, 2017, the Company had no potentially dilutive shares.



Fair
Value of Financial Instruments



The
Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance
on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability,
as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that
market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes
a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation
techniques, are assigned a hierarchical level.



The
following are the hierarchical levels of inputs to measure fair value:



-
Level 1: Quoted prices in active markets for identical instruments;



-
Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments);



-
Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments).





F-8







Recently
Adopted Accounting Pronouncements



In July 2015, the Financial
Accounting Standards Board (“FASB”) issued ASU No. 2015-11 “Simplifying the Measurement of Inventory”; guidance
which requires inventory within the scope of the standard to be measured at the lower of cost and net realizable value. Previous
guidance required inventory to be measured at the lower of cost or market (where market was defined as replacement cost, with
a ceiling of net realizable value and floor of net realizable value less a normal profit margin). The updated guidance is effective
for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. There were various
other updates recently issued, none of which are expected to a have a material impact on the Company’s financial position,
results of operations or cash flows.



NOTE
3 – LOAN FROM RELATED PARTY



|                                                                                                                    |  | December 31, |        |  | December 31, | 
|------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ |  | ------------ | 
|                                                                                                                    |  | 2017         |        |  | 2016         | 
|                                                                                                                    |  |              | $      |  |              | 
|                                                                                                                    |  |              |        |  |              | 
|Loan from related party                                                                                             |  |              | 77,133 |  |              | 
|                                                                                                                    |  |              |        |  |              | 
|The above loan is unsecured, bears no interest and has no set terms of repayment. This loan is repayable on demand. |  |              |        |  |              | 



NOTE
4 – STOCKHOLDER’S DEFICIT



Common
Stock



On
December 22, 2014, the Company issued 3,000,000 shares of common stock to the director of the Company at a price of $0.0001 per
share, for $300 cash.



During
June 2017, the company issued 420,000 shares of common stock to shareholders at a price of $0.05 per share, for $21,000 cash.



During
July 2017, the company issued 20,000 shares of common stock to shareholders at a price of $0.05 per share, for $1,000 cash.



At
July 26, 2017 the company made a share split and gave 4 shares for every share, and issued 10,320,000 shares total 13,760,000.



At
July 26, 2017 the director cancelled by 8,000,000 shares of his.



NOTE
5 – INCOME TAXES



The
benefit for income taxes for the periods ended December 31, 2017 and December 31, 2016 differ from the amount which would be expected
as a result of applying the statutory tax rates to the losses before income taxes due primarily to changes in the valuation allowance
to fully reserve net deferred tax assets.



Realization
of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences
and carry-forwards are expected to be available to reduce taxable income.



F-9







The
components of these differences are as follows:



|                                    |  | December 31, |              |   | December 31, | 
|----------------------------------- |  | ------------ | ------------ | - | ------------ | 
|                                    |  | 2017         |              |   | 2016         | 
|                                    |  |              | $            |   |              | 
|Net tax loss carry-forwards         |  |              | (44,663      | ) |              | 
|Statutory rate                      |  |              | 15           | % |              | 
|Expected tax recovery               |  |              | (6,700       | ) |              | 
|Change in valuation allowance       |  |              | 6,700        |   |              | 
|Income tax provision                |  |              | —            |   |              | 
|                                    |  |              |              |   |              | 
|                                    |  |              | December 31, |   |              | 
|                                    |  |              | 2017         |   |              | 
|                                    |  |              | $            |   |              | 
|Components of deferred tax assets:  |  |              |              |   |              | 
|Non capital tax loss carry forwards |  |              | 14,971       |   |              | 
|Less: valuation allowance           |  |              | (14,971      | ) |              | 
|Net deferred tax asset              |  |              | —            |   |              | 



The
Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty
about its realization. As of December 31, 2017 the Company had approximately $99,806 in tax loss carryforwards that can be utilized
future periods to reduce taxable income, and expire by the year 2037.



NOTE
6 – RELATED PARTY TRANSACTIONS



Details
of transactions between the Corporation and related parties are disclosed below.



The
following entities have been identified as related parties:



Zev
Turetsky                       Director and greater than 10% stockholder



The
following transactions were carried out with related parties:



|                        |  | December 31, |        |  | December 31, | 
|----------------------- |  | ------------ | ------ |  | ------------ | 
|                        |  | 2017         |        |  | 2016         | 
|                        |  |              | $      |  |              | 
|Balance sheet:          |  |              |        |  |              | 
|Loan from related party |  |              | 77,133 |  |              | 



From
time to time, the president and stockholder of the Company provides advances to the Company for its working capital purposes.
These advances bear no interest and are due on demand.



NOTE
7 – SUBSEQUENT EVENTS



In
accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that
there are no additional material subsequent events to report.





F-10







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



None.



ITEM 9A. CONTROLS AND PROCEDURES



Disclosure Controls and Procedures



Evaluation of Disclosure Controls
and Procedures



We carried out an evaluation, under
the supervision and with the participation of our management, including our principal executive officer and principal financial
officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).
Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the
period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to
be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within
the required time periods and is accumulated and communicated to our management, including our principal executive officer and
principal financial officer, as appropriate to allow timely decisions regarding required disclosure.



Our management, including our principal
executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal
controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other
post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared
in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included
in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods
presented.



Management’s 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 Securities
Exchange Act, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, the
Chief Executive Officer and Principal Accounting Officer and effected by our Board of Directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles.



The framework our management uses
to evaluate the effectiveness of our internal control over financial reporting is based on the guidance provided by the Committee
of Sponsoring Organizations (COSO) of 2013 of the Treadway Commission in its 1992 report: INTERNAL CONTROL - INTEGRATED FRAMEWORK.
Based on our evaluation under the framework described above, our management has concluded that our internal control over financial
reporting was ineffective as of December 31, 2017 due to the same material weaknesses that rendered our disclosure controls and
procedures ineffective. The Company’s internal control over financial reporting is not effective due to a lack of sufficient
resources to hire a support staff in order to separate duties between different individuals. The Company lacks the appropriate
personnel to handle all the varying recording and reporting tasks on a timely basis.  The Company plans to address these
material weaknesses as resources become available by hiring additional professional staff, such as a Chief Financial Officer, as
funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities.
We have identified the following material weak-nesses.



1. As of December 31, 2017, we
did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated
to our employees the accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors
does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in
Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management
has determined that these circumstances constitute a material weakness.



2. As of December 31, 2017, we
did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place
to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined
that this control deficiency constitutes a material weakness.



Because of these material weaknesses,
management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31,
2017, based on the criteria established in “INTERNAL CONTROL-INTEGRATED FRAMEWORK” issued by the COSO.





Change In Internal Control Over
Financial Reporting



There were no changes in our internal
control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.



Attestation Report of the Registered
Public Accounting Firm



This annual report does not include
an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit
us to provide only management’s report in this annual report.



ITEM 9B. OTHER INFORMATION



None.



PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE



There are no family relationships among our directors
and executive officers. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting
of shareholders, or until his successor is elected and qualified. Also provided herein are brief descriptions of the business experience
of each director, executive officer and advisor during the past five years and an indication of directorships held by each director
in other companies subject to the reporting requirements under the Federal securities laws. None of our officers or directors is
a party adverse to us or has a material interest adverse to us. Our Board of Directors is comprised of only one class of director.





7







The following table and text set forth the names and
ages of all directors and executive officers.



|Name         |  | Age |  | Position                                                                                     
|------------ |  | --- |  | ---------------------------------------------------------------------------------------------
|Zev Turetsky |  | 27  |  | Chief Executive Officer, Director, Chairman, Chief Financial Officer, Secretary and Treasurer



Zev Turetsky has held the position of Director since
December 22, 2014, and the positions of President, CEO, CFO, Secretary, and Treasurer since December 22, 2014. The person
named above are expected to hold their offices/positions until the next annual meeting of our stockholders. The officer and
director set forth herein is our only officer, director, promoter and control person, as that term is defined in the rules and
regulations promulgated under the Securities and Exchange Act of 1933.



Zev Turetsky, the President and Director of the Company,
currently devotes up to 20 hours per week to Company matters. After receiving funding per our business plan, Mr. Turetsky will
continue to devote up 30% of his time (20 hours per week) to manage the affairs of the Company.



Involvement in Certain Legal Proceedings



No executive officer or director of the corporation has
been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently
or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings
and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any securities.



No executive officer or director of the corporation has
been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently
pending.



No executive officer or director of the corporation is
the subject of any pending legal proceedings



Committees of the Board of Directors



We do not presently have a separately constituted audit
committee, compensation committee, nominating committee, executive committee or any other committee of our Board of Directors.
As such, our entire Board of Directors acts as our audit committee.



Audit Committee Financial Expert



Our Board of Directors does not currently have any member
who qualifies as an audit committee financial expert. We believe that the cost of retaining such a financial expert at this time
is prohibitive. Further, because we are a development stage business, we believe the services of an audit committee financial expert
are not necessary at this time.



Code of Ethics



We do not currently have a Code of Ethics applicable
to our principal executive, financial and accounting officers.



Potential Conflict of Interest



Since we do not have an audit or compensation committee
comprised of independent directors, the functions that would have been performed by such committees are performed by our Board
of Directors. Thus, there is a potential conflict of interest in that our sole director has the authority to determine issues concerning
management compensation, including his own, and audit issues that may affect management decisions. We are not aware of any other
conflicts of interest with any of our officers or sole director.



Board of Director’s Role in Risk Oversight



The Board of Directors assesses on an ongoing basis the
risks faced by the Company. These risks include financial, technological, competitive and operational risks. The Board of Directors
dedicates time at each of its meetings to review and consider the relevant risks faced at that time. In addition, since the Company
does not have an Audit Committee, the Board of Directors is also responsible for the assessment and oversight of the Company’s
financial risk exposures.



Compliance with Section 16(A) of the Securities
Exchange Act of 1934



Section 16(a) of the Securities Exchange Act of 1934,
as amended, require the Company’s executive officers, directors and persons who own more than 10% of a registered class of
the Company’s equity securities, to file with the SEC initial statements of beneficial ownership, reports of changes in ownership,
and annual reports concerning their ownership of common stock and other equity securities of the Company on Form(s) 3, 4, and 5,
respectively. Executive officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) reports they file.



Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we believe that for the fiscal year ended December 31,
2016 all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied
with and that there were no deficiencies.



ITEM 11. EXECUTIVE COMPENSATION



The following table sets forth, for each of the last
two completed fiscal years of the Company, the total compensation awarded to, earned by or paid to any person who was a principal
executive officer during the preceding fiscal year and every other highest compensated executive officers earning more than $100,000
during the last fiscal year (together, the “Named Executive Officers”).





8







Summary Compensation Table



|NameAndPrincipalPosition(a) |  | Year(b) |                   |  | Salary(US$)(c) |             |             | Bonus(US$)(d) |  |  | StockAwards(US$)(e)* |  |  | OptionAwards(US$)(f) |             |  | Non-EquityIncentivePlanCompensation(US$)(g) |  |             | NonqualifiedDeferredCompensa-tionEarnings(US$)(h) |  |  | AllOtherCompen-sation(US$)(i) |  |  | Total(US$)(j) |            
|--------------------------- |  | ------- | ----------------- |  | -------------- | ----------- | ----------- | ------------- |  |  | -------------------- |  |  | -------------------- | ----------- |  | ------------------------------------------- |  | ----------- | ------------------------------------------------- |  |  | ----------------------------- |  |  | ------------- | -----------
|                            |  |         |                   |  |                |             |             |               |  |  |                      |  |  |                      |             |  |                                             |  |             |                                                   |  |  |                               |  |  |               |            
|Zev Turetsky Chairman,      |  |         | 2015              |  |                | $           | 0           |               |  |  | 0                    |  |  |                      | 0           |  |                                             |  | 0           |                                                   |  |  | 0                             |  |  |               | 0          
|CEO and President           |  |         | 2016
        2017 |  |                | $
        $ | 0
        0 |               |  |  | 0
        0          |  |  |                      | 0
        0 |  |                                             |  | 0
        0 |                                                   |  |  | 0
        0                   |  |  |               | 0
        0



This information includes the dollar value of base salaries,
bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses
all compensation awarded to, earned by, or paid to our named executive officer.



The following table sets forth information with respect
to compensation paid by us to our directors for the fiscal year ended December 31, 2017.



Director Compensation



|Name(a) |  | Fees Earnedor Paid inCash(US$)(b) |   |  | Stock Awards(US$)(c)* |  |   | OptionAwards(US$)(d) |  |  | Non-EquityIncentive PlanCompensation(US$)(e) |  |  | Change inPension ValueandNonqualifiedDeferredCompensationEarnings(US$)(f) |   |  | All OtherCompensation(US$)(g) |  |   | Total(US$)(h) | 
|------- |  | --------------------------------- | - |  | --------------------- |  | - | -------------------- |  |  | -------------------------------------------- |  |  | ------------------------------------------------------------------------- | - |  | ----------------------------- |  | - | ------------- | 
|        |  |                                   |   |  |                       |  |   |                      |  |  |                                              |  |  |                                                                           |   |  |                               |  |   |               | 
|None    |  |                                   | 0 |  |                       |  | 0 |                      |  |  | 0                                            |  |  |                                                                           | 0 |  |                               |  | 0 |               | 
|        |  |                                   |   |  |                       |  |   |                      |  |  |                                              |  |  |                                                                           |   |  |                               |  |   |               | 

All compensation received by our officers and directors
has been disclosed. There are no stock option, retirement, pension or profit sharing plans for the benefit of our officers and
directors.



Employment Agreements



We have not entered into any employment agreements with
any of our officers or directors.  As of the date of this Annual Report we had no employees other than those listed above. All
future employment arrangements are subject to the discretion of our Board of Directors.



Long-Term Incentive Plan Awards



We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance.



Officer Compensation



None.





9









Director
Compensation



We have
no plans to begin paying our directors any cash compensation until our business becomes operationally profitable. We may, however,
reimburse our directors for any out-of-pocket travel and lodging expenses associated with their attendance of Board meetings.



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



The following table sets forth information regarding beneficial ownership as of March 19th,
2018 by (i) each named executive officer, (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial
owner of more than five percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as
a group. Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment
power with respect to all shares of our common stock listed as owned by such person.





|Name ofBeneficial Owner      |  | Shares ofCommon Stock |           |  | Percentage ofClass(Common) |  |     | Shares ofPreferred Stock |  |  | Percentage ofClass(Preferred) | 
|---------------------------- |  | --------------------- | --------- |  | -------------------------- |  | --- | ------------------------ |  |  | ----------------------------- | 
|                             |  |                       |           |  |                            |  |     |                          |  |  |                               | 
|Officers and Directors       |  |                       |           |  |                            |  |     |                          |  |  |                               | 
|Zev Turetsky                 |  |                       | 3,000,000 |  |                            |  | 100 | %                        |  |  | -0-                           | 
|President, CEO, and Director |  |                       |           |  |                            |  |     |                          |  |  |                               | 
|                             |  |                       |           |  |                            |  |     |                          |  |  |                               | 
|Five Percent Stockholders    |  |                       |           |  |                            |  |     |                          |  |  |                               | 
|                             |  |                       |           |  |                            |  |     |                          |  |  |                               | 
|None                         |  |                       |           |  |                            |  |     |                          |  |  |                               | 





10











Securities
Authorized for Issuance Under Equity Compensation Plans



None.





Changes
in Control



We are unaware
of any contract or other arrangement that could result in a change of control of the Company.



ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



As of the
date of this report, we have no independent directors or related transactions.



Director
Independence



We are not
subject to listing requirements of any national securities exchange or national securities association and, as a result, we are
not at this time required to have our board comprised of a majority of “independent directors.”



ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Audit Fees.





The aggregate fees billed in
each of the fiscal years ended December 31, 2017 and 2016 for professional services rendered by the principal accountant for the
audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K, or services
that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal
years were $10,000 and $10,000 respectively.





Audit-Related
Fees.



For each of the fiscal years ended December
31, 2017 and 2016, there were no fees billed for services reasonably related to the performance of the audit or review of the
financial statements outside of those fees disclosed above under “Audit Fees.”



11







Tax Fees.



None.



All Other Fees.



None.



Pre-Approval Policies and
Procedures.



Prior to
engaging our accountants to perform a particular service, our Board of Directors obtains an estimate for the service to be performed.
All of the services described above were approved by the Board of Directors in accordance with its procedures.



12







PART
IV



ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



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



Exhibits:



|3.1  | Articles
    of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form S-1 filed with the SEC on December 29,
    2014)*
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                     
|3.2  | Bylaws of the Registrant*                                                                                                                           
|     |                                                                                                                                                     
|31.1 | Certification
    of the Chief Executive and Financial Officer required under Rule 13a-14(a)/15d-14(a) of the Exchange Act                          
|     |                                                                                                                                                     
|32.1 | Certification
    of the Chief Executive and Financial Officer required under Section 1350 of the Exchange Act                                      



* filed
as the corresponding exhibit to the Form S-1 (Registration No. 333-205271) effective as of October 17, 2017



SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      | Zev
    Ventures, Inc.     
|--------------------- | ---------------------------
|                      |                            
|Date: May 3,
    2018 | By:
    /s/ Zev Turetsky   
|                      | Zev Turetsky               
|                      | Chief Executive
    Officer



13