ZUUS ZEUUS Inc (PK)

 

 

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, 2023

 

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 000-56297

 

ZEUUS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada		37-1830331
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

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

(Address of Principal Executive Offices with Zip Code)

 

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

 

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

 

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

 

Common Stock, $.001 par value

Title of Class

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

As of January 4, 2024, the registrant had 105,515,460 shares of common stock issued and outstanding.

 

 

 

TABLE OF CONTENTS

 

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

 

 

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 three 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 seeking to purchase data centers. ZEUUS Energy division is maturing nicely and believe our unique, and scalable Wind Turbine technology will revolutionize the green energy space. We continue to develop green energy technology in our Montenegro lab where the final designs for the Wind Turbines are being tested and refined. We expect full commercial production of the Wind Turbines by the end of 4th Quarter 2024.

 

We are also in negotiations for the acquisition of 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 1B. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2. PROPERTIES

 

We do not own any property.

 

ITEM 3. LEGAL PROCEEDINGS

 

There are no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

 

PART II

 

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

 

Market Information

 

We are 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 January 4, 2024 there were approximately 50 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 any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

 

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, 2023 Compared to the Year Ended September 30, 2022

 

Revenue

 

During the years ended September 30, 2023 and 2022 we did not generate any revenue.

 

General and Administrative Expenses

 

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

 

 

Amortization and depreciation

 

For the year ended September 30, 2023, we had $194,808 of amortization ($180,000) and depreciation ($14,808) expense compared to $17,102 of just depreciation expense for the year ended September 30, 2022.

 

Director Compensation

 

For the year ended September 30, 2023, we had $0 in director compensation compared to $34,650 in director compensation for the issuance of common stock compared for the year ended September 30, 2022.

 

Professional Fees

 

For the year ended September 30, 2023, we had $142,258 in professional fees compared to $176,576 for the year ended September 30, 2022, a decrease of $34,318 or 19.4%. Professional fees consist of legal, audit and accounting fees. In the current period our accounting expense increased $4,750 to $15,750 and our audit expense increased $40,405, to $89,304. These increases were offset by a decrease in legal fees of $79,474, for current year legal expense of $37,202.

 

Other Expense

 

For the year ended September 30, 2023, we had $127,352 of interest expense compared to $42,897 of interest expense for the year ended September 30, 2022, an increase of $84,455 or 196.9%. The increase in interest expense is directly attributable to the increase in the balance of our related party loans.

 

Net Loss

 

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

 

Liquidity and Capital Resources

 

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

 

Changes in Cash Flows

 

Cash Flows from Operating Activities

 

For the year ended September 30, 2023, we used $550,590 of cash in operating activities compared to $715,816 for the year ended September 30, 2022.

 

Cash Flows from Investing Activities

 

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

 

Cash Flows from Financing Activities

 

We have financed our operations primarily from loans from related parties. For the year ended September 30, 2023, net cash provided by financing activities was $926,226, which included proceeds from the sale of common stock of $1,374 and cash from related party loans of $922,226. For the year ended September 30, 2022, net cash provided by financing activities was $710,526, which included proceeds from the sale of common stock of $125,626 and cash from related party loans of $584,900.

 

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.

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEX TO FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of September 30, 2023 and 2022	F-3
Statements of Operations for the years ended September 30, 2023 and 2022	F-4
Statements of Stockholders’ Equity (Deficit) for the years ended September 30, 2023 and 2022	F-5
Statements of Cash Flows for years ended September 30, 2023 and 2022	F-6
Notes to the Financial Statements	F-7

 

 

 

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. and Subsidiary (“the Company”) as of September 30, 2023 and 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended September 30, 2023, and the related notes (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, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

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 an accumulated deficit, net losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s 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 provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

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 were no critical audit matters.

 

 

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2023.

 

Spokane, Washington

January 16, 2024

 

 

ZEUUS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS

 

		September 30, 2023				September 30, 2022
ASSETS
Current Assets:
Cash		$	300,028			$	42,949
Deposit and other assets			65,358				15,674
Total current assets			365,386				58,623
Property and equipment, net			179,171				83,191
Intangible assets			720,000				900,000
Total other assets			899,171				983,191
Total Assets		$	1,264,557			$	1,041,814
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable		$	36,062			$	45,846
Accrued interest– related party			175,429				49,107
Other current liabilities			37,979				60,197
Due to related parties			2,081,809				1,159,584
Other current liabilities			2,081,809				1,159,584
Total Current Liabilities			2,331,279				1,314,734
Total Liabilities			2,331,279				1,314,734
Commitments and contingencies			—				—
Stockholders’ Equity (Deficit):
Common Stock, par value $0.001, 200,000,000 shares authorized; 105,515,460 shares issued and outstanding			105,515				105,515
Additional paid-in capital			889,435				888,061
Accumulated other comprehensive income			11,917				17,060
Accumulated deficit			(2,073,589	)			(1,283,556	)
Total Stockholders’ Equity (Deficit)			(1,066,722	)			(272,920
Total Liabilities and Stockholders’ Deficit		$	1,264,557			$	1,041,814

 

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

 

 

ZEUUS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS

 

		2023				2022
		For the Years Ended September 30,
		2023				2022
Operating Expenses:
General and administrative		$	325,615			$	562,697
Amortization and depreciation			194,808				17,102
Director compensation			—				34,650
Professional fees			142,258				176,576
Total operating expenses			662,681				791,025
Loss from operations			(662,681	)			(791,025	)
Other income (expense)
Interest income			—				—
Interest expense			(127,352	)			(42,897	)
Total other expense			(127,352	)			(42,897	)
Loss before provision for income taxes			(790,033	)			(833,922	)
Provision for income taxes			—				—
Net Loss		$	(790,033	)		$	(833,922	)
Other comprehensive income:
Foreign currency translation adjustment			(5,143	)			14,998
Comprehensive Loss			(795,176	)			(818,924	)
Loss per share, basic and diluted		$	(0.01	)		$	(0.01	)
Weighted average common shares outstanding, basic and diluted			105,515,460				105,515,460

 

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

 

 

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

 

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

 

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

 

 

ZEUUS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		2023				2022
		For the Years Ended September 30,
		2023				2022
Cash flows from operating activities:
Net Loss		$	(790,033	)		$	(833,922	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense			194,808				17,102
Stock issued for director services			—				34,650
Changes in operating assets and liabilities:
Deposit and other assets			(49,684	)			6,043	)
Accounts payable			(9,785	)			(6,926
Accrued interest– related party			126,322				42,898
Other current liabilities			(22,218	)			24,339
Net cash used in operating activities			(550,590	)			(715,816	)
Cash flows from investing activities:
Purchase of equipment			(110,788	)			(56,765	)
Net cash used in investing activities			(110,788	)			(56,765	)
Cash flows from financing activities:
Proceeds from sale of common stock			1,374				125,626
Proceeds from related party loans			922,226				584,900
Net cash provided by financing activities			923,600				710,526
Net change in cash			262,222				(62,055
Effects of currency translation			(5,143	)			14,998
Cash, beginning of year			42,949				90,006
Cash, end of year		$	300,028			$	42,949
Supplemental disclosure of cash flow information:
Cash paid for taxes		$	—			$	—
Cash paid for interest		$	—			$	—

 

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

 

 

ZEUUS, INC. AND SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2023

 

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 Antontcev resigned 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”).

 

F-7

 

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, 2023 or 2022.

 

Principles of Consolidation

 

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

 

Translation Adjustment

 

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

 

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 years ended September 30, 2023 and 2022 is included in net loss and foreign currency translation adjustments.

 

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, 2023. There was no impact to net loss as a result of any reclassifications.

 

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, 2023 and 2022, there are no potentially dilutive shares of common stock.

 

Stock-based Compensation

 

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

 

F-8

 

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.

 

Recently issued accounting pronouncements

 

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, 2023, were prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit at September 30, 2023 of $2,073,589, had a net loss of $790,033 and $550,590 of cash used in operations for the year ended September 30, 2023. The Company has not yet established a source of revenue. These factors raise substantial doubt about its ability to continue as a going concern.

 

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 – 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.

 

F-9

 

Intangible asset stated at cost, less accumulated amortization consisted of the following:

SCHEDULE OF INTANGIBLE ASSET 

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

 

Amortization expense

 

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

 

NOTE 5 – 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:

 

SCHEDULE OF PROPERTY AND EQUIPMENT

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

 

Depreciation expense

 

Depreciation expense for the years ended September 30, 2023 and 2022 was $14,808 and $17,102, respectively.

 

NOTE 6 - COMMON STOCK TRANSACTIONS

 

On July 25, 2022, the Company was advised by FINRA that the 10:1 forward stock split of the Company’s common stock was effective July 25, 2022. Immediately following the effectiveness of the forward stock split, there were 105,509,660 shares of the Company’s common stock issued and outstanding, as compared to 10,550,966 shares of the Company’s common stock issued and outstanding immediately prior to the forward stock split. All shares throughout these financial statements and Form 10-K have been retroactively adjusted to reflect the forward stock split.

 

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

 

F-10

 

NOTE 7 – 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, 2023, Meshal Al Mutawa, the Company’s former president, treasurer and director, and son of Bassam Al-Mutawa, has loaned the Company funds to pay for incorporation costs and operating expenses. The following is summary of the loans as of September 30, 2023.

 

SCHEDULE OF SUMMARY OF THE LOANS 

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

 

Total accrued interest on the above notes as of September 30, 2023 and 2022, is $154,741 and $36,002, respectively.

 

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, 2023, there is $20,688 of interest accrued on this note. In addition to the Note, Mr. Al-Mutawa, has advanced additional funds to the Company. As of September 30, 2023, the Company owes total principal and interest of $460,760 and $20,688, respectively.

 

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

 

NOTE 8 – 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.

 

F-11

 

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

 

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

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

 

At September 30, 2023, the Company had net operating loss carry forwards of approximately $166,000 that may be offset against future taxable income. No tax benefit has been reported in the September 30, 2023 or 2022 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

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, 2023, the Company had no accrued interest or penalties related to uncertain tax positions. The Company is subject to examination by the various taxing authorities beginning with the tax year ended December 31, 2018 (or the tax year ended December 31, 2004 if the Company were to utilize its NOLs).

 

NOTE 9- 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.

 

 

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

 

On March 9, 2023, the Board of Directors the Company dismissed BF Borgers CPA PC (“Borgers”), as the Company’s independent registered public accounting firm.

 

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

 

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, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in 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 ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Management’s Report on Internal Control over Financial Reporting

 

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

 

We are aware of the following material weaknesses in internal control that could adversely affect the Company’s ability to record, process, summarize and report financial data:

 

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

 

Inherent limitations on effectiveness of controls

 

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

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during the fourth quarter of the year ended September 30, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 

None.

 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The following table sets forth the names, ages, and titles of our executive officers and directors.

 

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

 

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.

 

Meshal Al-Mutawa

 

Meshal Al-Mutawa was appointed to the Board of Directors on 1 November 2022. Meshal is experienced in property management, legal affairs and trading companies. He is Chairman of Al Mutawa Holding Company which is based in Kuwait. They own and manage properties in New York, California, United Kingdom, and Kuwait. Meshal is Vice Chairman of Al Mutawa General Trading. He has experience in the Défense sector and worked with Worldwide Trust Group with customers in the for US and Europe. Meshal has degrees in Business Management and Law.

 

 

Meshal Al Mutawa is the son of ZEUUS Chairman Bassam Al Mutawa. 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.

 

Board Composition

 

Each director of the Company serves until the next annual meeting of stockholders and until his successor is elected and duly qualified, or until his earlier death, resignation or removal. Our board is authorized to appoint persons to the offices of Chairman of the Board of Directors, President, Chief Executive Officer, one or more vice presidents, a Treasurer or Chief Financial Officer and a Secretary and such other offices as may be determined by the board.

 

Employment Agreements

 

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

 

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, 2023 and 2022:

 

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			2023				-0-				-0-				-0-				-0-				-0-				-0-				-0-				-0-
President, CEO, CFO and Director			2022				-0-				-0-				-0-				-0-				-0-				-0-				-0-				-0-

 

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 Compensation

 

Our directors are entitled to the following fixed compensation for their services as directors during the fiscal year ended September 30, 2023 and 2022.

 

Name and Principal Position		Fiscal Years		Fees Earned or Paid in Cash ($)				Stock Awards ($) (4)				Option Awards ($) (3)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($) (2)				Total
Bassam A.I. Al Mutawa		2023		$	0			$	0			$	0			$	0			$	0			$	0			$	0
		2022		$	0			$	0			$	0			$	0			$	0			$	0			$	0
Tommy Dunehew		2023		$	0			$	0			$	0			$	0			$	0			$	0			$	0
		2022		$	0			$	17,325			$	0			$	0			$	0			$	0			$	17,325
Khamis Buharoon Al Shamsi		2023		$	0			$	0			$	0			$	0			$	0			$	0			$	0
		2022		$	0			$	17.325			$	0			$	0			$	0			$	0			$	17,325

 

Compensatory Plans

 

As of September 30, 2023, 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

 

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

 

Compensation Plans

 

We have not adopted any compensation plan to provide for future compensation of any of our directors or executive officers.

 

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

 

The following table sets forth, as of January 4, 2024, 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.

 

						Amount and Nature of Beneficial Ownership				Percent of
Directors and Officers		Address				Common Stock				class
Bassam A.I. Al Mutawa			Raed Center, 4th Floor, P.O. Box: 175 Dasman 15452 Kuwait				80,000,000				75.82	%
Tommy Dunehew			3219 Avenida La Cima, Carlsbad, California 92009				12,550				0.01	%
Meshal Al Mutawa			Raed Center, 4th Floor, P.O. Box: 175 Dasman 15452 Kuwait				0				0	%
All directors and executive officers as a group (3 persons)							80,012,550				75.83	%

 

The percent of class is based on 105,515,460 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.

 

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

 

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

 

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

 

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, 2023, there is $20,688 of interest accrued on this note. In addition to the Note, Mr. Al-Mutawa, has advanced additional funds to the Company. As of September 30, 2023, the Company owes total principal of $460,760.

 

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

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

On March 9, 2023, the Board of Directors the Company dismissed BF Borgers CPA PC (“Borgers”), as the Company’s independent registered public accounting firm.

 

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

 

The following table presents the fees for professional audit services rendered by our independent registered public accounting firm, for the audit of the Company’s annual financial statements for the fiscal years ended September 30, 2023 and 2022 and fees billed for other services rendered during those periods. All services reflected in the following fee table for 2023 and 2022 were pre-approved, respectively, in accordance with the policy of the Board.

 

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

 

 

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 September 30, 2023.

 

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

 

Item 16. FORM OF 10-K SUMMARY

 

None.

 

 

SIGNATURES

 

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

 

	ZEUUS, INC.
Dated: January 16, 2024	By:	/s/ Bassam A.I. Al-Mutawa
		Bassam A.I. Al-Mutawa, President and Chief Executive Officer and Chief Financial Officer
Dated: January 16, 2024	By	/s/ Tommy Dunehew
		Tommy Dunehew, Director
Dated: January 16, 2024	By	/s/ Meshal Al Mutawa
		Meshal Al Mutawa, Director

 

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Bassam A.I. Al-Mutawa, certify that:

 

1.	I have reviewed this Annual Report on Form 10-K of Zeuus, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: January 16, 2024
/s/ Bassam A.I. Al-Mutawa
Bassam A.I. Al-Mutawa
President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Bassam A.I. Al-Mutawa, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)	the Annual Report on Form 10-K of Zeuus, Inc. for the year ended September 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Zeuus, Inc.

 

Dated: January 16, 2024

 

	/s/ Bassam A.I. Al-Mutawa
	Bassam A.I. Al-Mutawa
	President, Chief Executive Officer, Chief Financial
	Officer, Treasurer and Director
	(Principal Executive Officer, Principal Financial
	Officer and Principal Accounting Officer)

 

 

 

v3.23.4

Cover - USD ($)	12 Months Ended
	Sep. 30, 2023	Jan. 04, 2024	Mar. 31, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--09-30
Entity File Number	000-56297
Entity Registrant Name	ZEUUS, INC.
Entity Central Index Key	0001687926
Entity Tax Identification Number	37-1830331
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	9th Floor
Entity Address, Address Line Two	31 West 27th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	(888)
Local Phone Number	469-3887
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		105,515,460
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Fruci & Associates II, PLLC
Auditor Firm ID	5525
Auditor Location	Spokane, Washington

v3.23.4

Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Current Assets:
Cash	$ 300,028	$ 42,949
Deposit and other assets	65,358	15,674
Total current assets	365,386	58,623
Property and equipment, net	179,171	83,191
Intangible assets	720,000	900,000
Total other assets	899,171	983,191
Total Assets	1,264,557	1,041,814
Current Liabilities:
Accounts payable	36,062	45,846
Accrued interest– related party	175,429	49,107
Total Current Liabilities	2,331,279	1,314,734
Total Liabilities	2,331,279	1,314,734
Commitments and contingencies
Stockholders’ Equity (Deficit):
Common Stock, par value $0.001, 200,000,000 shares authorized; 105,515,460 shares issued and outstanding	105,515	105,515
Additional paid-in capital	889,435	888,061
Accumulated other comprehensive income	11,917	17,060
Accumulated deficit	(2,073,589)	(1,283,556)
Total Stockholders’ Equity (Deficit)	(1,066,722)	(272,920)
Total Liabilities and Stockholders’ Deficit	1,264,557	1,041,814
Nonrelated Party [Member]
Current Liabilities:
Other current liabilities	37,979	60,197
Related Party [Member]
Current Liabilities:
Other current liabilities	$ 2,081,809	$ 1,159,584

v3.23.4

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Sep. 30, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares outstanding	105,515,460	105,515,460
Common stock, shares issued	105,515,460	105,515,460

v3.23.4

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating Expenses:
General and administrative	$ 325,615	$ 562,697
Amortization and depreciation	194,808	17,102
Director compensation		34,650
Professional fees	142,258	176,576
Total operating expenses	662,681	791,025
Loss from operations	(662,681)	(791,025)
Other income (expense)
Interest income
Interest expense	(127,352)	(42,897)
Total other expense	(127,352)	(42,897)
Loss before provision for income taxes	(790,033)	(833,922)
Provision for income taxes
Net Loss	(790,033)	(833,922)
Other comprehensive income:
Foreign currency translation adjustment	(5,143)	14,998
Comprehensive Loss	$ (795,176)	$ (818,924)
Loss per share, basic	$ (0.01)	$ (0.01)
Loss per share, diluted	$ (0.01)	$ (0.01)
Weighted average common shares outstanding, basic	105,515,460	105,515,460
Weighted average common shares outstanding, diluted	105,515,460	105,515,460

v3.23.4

Consolidated Statement of Stockholders' Deficit - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Sep. 30, 2021	$ 105,443	$ 727,857	$ (449,634)	$ 2,062	$ 385,728
Balance, shares at Sep. 30, 2021	105,442,890
Common stock issued for director services	$ 23	34,627			34,650
Common stock issued for director services, shares	23,100
Common stock issued for cash	$ 49	125,577			125,626
Common stock issued for cash , shares	49,470
Comprehensive loss			(833,922)	14,998	(818,924)
Balance at Sep. 30, 2022	$ 105,515	888,061	(1,283,556)	17,060	(272,920)
Balance, shares at Sep. 30, 2022	105,515,460
Comprehensive loss			(790,033)	(5,143)	(795,176)
Cash from prior stock sale		1,374			1,374
Balance at Sep. 30, 2023	$ 105,515	$ 889,435	$ (2,073,589)	$ 11,917	$ (1,066,722)
Balance, shares at Sep. 30, 2023	105,515,460

v3.23.4

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net Loss	$ (790,033)	$ (833,922)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	194,808	17,102
Stock issued for director services		34,650
Changes in operating assets and liabilities:
Deposit and other assets	(49,684)	6,043
Accounts payable	(9,785)	(6,926)
Accrued interest– related party	126,322	42,898
Other current liabilities	(22,218)	24,339
Net cash used in operating activities	(550,590)	(715,816)
Cash flows from investing activities:
Purchase of equipment	(110,788)	(56,765)
Net cash used in investing activities	(110,788)	(56,765)
Cash flows from financing activities:
Proceeds from sale of common stock	1,374	125,626
Proceeds from related party loans	922,226	584,900
Net cash provided by financing activities	923,600	710,526
Net change in cash	262,222	(62,055)
Effects of currency translation	(5,143)	14,998
Cash, beginning of year	42,949	90,006
Cash, end of year	300,028	42,949
Supplemental disclosure of cash flow information:
Cash paid for taxes
Cash paid for interest

v3.23.4

ORGANIZATION AND BUSINESS	12 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS	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 Antontcev resigned 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.

v3.23.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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, 2023 or 2022.   Principles of Consolidation   The accompanying consolidated financial statements for the years ended September 30, 2023 and 2022, include the accounts of the Company and its wholly owned subsidiaries. Zeuus Energy, incorporated on July 27, 2021 in Montenegro is currently the only operating subsidiary. All inter-company balances are eliminated in consolidation.   Translation Adjustment   For the years ended September 30, 2023 and 2022, the accounts of the Company’s subsidiary Zeuus Energy, Inc, are maintained in Euros. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.   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 years ended September 30, 2023 and 2022 is included in net loss and foreign currency translation adjustments.   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, 2023. There was no impact to net loss as a result of any reclassifications.   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, 2023 and 2022, there are no potentially dilutive shares of common stock.   Stock-based Compensation   We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.     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.   Recently issued accounting pronouncements   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.

v3.23.4

GOING CONCERN	12 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 – GOING CONCERN   The Company’s consolidated financial statements as of September 30, 2023, were prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit at September 30, 2023 of $2,073,589, had a net loss of $790,033 and $550,590 of cash used in operations for the year ended September 30, 2023. The Company has not yet established a source of revenue. These factors raise substantial doubt about its ability to continue as a going concern.   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.

v3.23.4

INTANGIBLE ASSET	12 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSET	NOTE 4 – 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.     Intangible asset stated at cost, less accumulated amortization consisted of the following: SCHEDULE OF INTANGIBLE ASSET      September 30, 2023     September 30, 2022   Wind Turbine Technology   $ 900,000     $ 900,000   Less: accumulated amortization     (180,000 )     —   Intangible asset, net   $ 720,000     $ 900,000     Amortization expense   Amortization expense for the nine months ended September 30, 2023 and 2022 was $180,000 and $0. respectively.

v3.23.4

PROPERTY AND EQUIPMENT	12 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 5 – 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:   SCHEDULE OF PROPERTY AND EQUIPMENT                   September 30, 2023     September 30, 2022   Property and equipment   $ 208,576     $ 100,293   Less: accumulated depreciation     (29,405 )     (17,102 ) Property and equipment, net   $ 179,171     $ 83,191     Depreciation expense   Depreciation expense for the years ended September 30, 2023 and 2022 was $14,808 and $17,102, respectively.

v3.23.4

COMMON STOCK TRANSACTIONS	12 Months Ended
	Sep. 30, 2023
Equity [Abstract]
COMMON STOCK TRANSACTIONS	NOTE 6 - COMMON STOCK TRANSACTIONS   On July 25, 2022, the Company was advised by FINRA that the 10:1 forward stock split of the Company’s common stock was effective July 25, 2022. Immediately following the effectiveness of the forward stock split, there were 105,509,660 shares of the Company’s common stock issued and outstanding, as compared to 10,550,966 shares of the Company’s common stock issued and outstanding immediately prior to the forward stock split. All shares throughout these financial statements and Form 10-K have been retroactively adjusted to reflect the forward stock split.   During the year ended September 30, 2022, the Company sold 49,470 shares of common stock for total cash proceeds of $125,626.

v3.23.4

RELATED PARTY TRANSACTIONS	12 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 – 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, 2023, Meshal Al Mutawa, the Company’s former president, treasurer and director, and son of Bassam Al-Mutawa, has loaned the Company funds to pay for incorporation costs and operating expenses. The following is summary of the loans as of September 30, 2023.   SCHEDULE OF SUMMARY OF THE LOANS  Date   Maturity     Rate     Default Rate     Balance 9/30/2022     Additions     Balance 9/30/2023   8/30/2021     10/31/2022       8 %     16 %   $ 100,000     $ —     $ 100,000   2020     n/a       n/a       n/a     $ 13,823     $ —     $ 13,823   10/12/2021     10/12/2022       8 %     16 %   $ 100,000     $ —     $ 100,000   10/25/2021     10/25/2022       8 %     16 %   $ 150,000     $ —     $ 150,000   3/24/2022     3/24/2023       8 %     16 %   $ 45,000     $ —     $ 45,000   4/11/2022     4/11/2023       8 %     16 %   $ 80,000     $ —     $ 80,000   6/6/2022     6/6/2023       8 %     16 %   $ 50,000     $ —     $ 50,000   7/18/2022     7/18/2023       8 %     16 %   $ 100,000     $ —     $ 100,000   9/20/2022     9/20/2023       8 %     16 %   $ 60,000     $ —     $ 60,000   11/22/2022     11/22/2023       8 %     16 %   $ —     $ 151,974     $ 151,974   1/24/2023     1/24/2024       8 %     16 %   $ —     $ 97,758     $ 97,758   3/16/2023     3/16/2024       8 %     16 %   $ —     $ 50,000     $ 50,000   5/16/2023     5/16/2024       8 %     16 %   $ —     $ 27,374     $ 27,374   6/5/2023     6/5/2024       8 %     16 %   $ —     $ 113,974     $ 113,974   7/27/2023     7/27/2024       8 %     16 %   $ —     $ 16,224     $ 16,224   7/31/2023     7/31/2024       8 %     16 %   $ —     $ 9,974     $ 9,974   8/7/2023     8/7/2024       8 %     16 %   $ —     $ 4,974     $ 4,974   8/8/2023     8/8/2024       8 %     16 %   $ —     $ 449,974     $ 449,974   Balance                           $ 698,823     $ 922,226     $ 1,621,049     Total accrued interest on the above notes as of September 30, 2023 and 2022, is $154,741 and $36,002, respectively.   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, 2023, there is $20,688 of interest accrued on this note. In addition to the Note, Mr. Al-Mutawa, has advanced additional funds to the Company. As of September 30, 2023, the Company owes total principal and interest of $460,760 and $20,688, respectively.   During the year ended September 30, 2022, the Company granted 23,100 shares of common stock to its directors for services. The shares were valued at $1.50 per share for total non-cash expense of $34,650.

v3.23.4

INCOME TAX	12 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 8 – 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:    SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES               Deferred tax asset attributable to:   2023     2022   Net operating loss carryover   $ 166,000     $ 175,124   Less: valuation allowance     (166,000 )     (175,124 ) Net deferred tax asset   $ —     $ —     At September 30, 2023, the Company had net operating loss carry forwards of approximately $166,000 that may be offset against future taxable income. No tax benefit has been reported in the September 30, 2023 or 2022 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.   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, 2023, the Company had no accrued interest or penalties related to uncertain tax positions. The Company is subject to examination by the various taxing authorities beginning with the tax year ended December 31, 2018 (or the tax year ended December 31, 2004 if the Company were to utilize its NOLs).

v3.23.4

SUBSEQUENT EVENTS	12 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9- 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.

v3.23.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	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	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	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	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, 2023 or 2022.
Principles of Consolidation	Principles of Consolidation   The accompanying consolidated financial statements for the years ended September 30, 2023 and 2022, include the accounts of the Company and its wholly owned subsidiaries. Zeuus Energy, incorporated on July 27, 2021 in Montenegro is currently the only operating subsidiary. All inter-company balances are eliminated in consolidation.
Translation Adjustment	Translation Adjustment   For the years ended September 30, 2023 and 2022, the accounts of the Company’s subsidiary Zeuus Energy, Inc, are maintained in Euros. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.
Comprehensive Income	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 years ended September 30, 2023 and 2022 is included in net loss and foreign currency translation adjustments.
Reclassifications	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, 2023. There was no impact to net loss as a result of any reclassifications.
Property and Equipment	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	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, 2023 and 2022, there are no potentially dilutive shares of common stock.
Stock-based Compensation	Stock-based Compensation   We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.
Fair value of financial instruments	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.
Recently issued accounting pronouncements	Recently issued accounting pronouncements   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.

v3.23.4

INTANGIBLE ASSET (Tables)	12 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSET	Intangible asset stated at cost, less accumulated amortization consisted of the following: SCHEDULE OF INTANGIBLE ASSET      September 30, 2023     September 30, 2022   Wind Turbine Technology   $ 900,000     $ 900,000   Less: accumulated amortization     (180,000 )     —   Intangible asset, net   $ 720,000     $ 900,000

v3.23.4

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	Property and equipment stated at cost, less accumulated depreciation consisted of the following:   SCHEDULE OF PROPERTY AND EQUIPMENT                   September 30, 2023     September 30, 2022   Property and equipment   $ 208,576     $ 100,293   Less: accumulated depreciation     (29,405 )     (17,102 ) Property and equipment, net   $ 179,171     $ 83,191

v3.23.4

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
SCHEDULE OF SUMMARY OF THE LOANS	SCHEDULE OF SUMMARY OF THE LOANS  Date   Maturity     Rate     Default Rate     Balance 9/30/2022     Additions     Balance 9/30/2023   8/30/2021     10/31/2022       8 %     16 %   $ 100,000     $ —     $ 100,000   2020     n/a       n/a       n/a     $ 13,823     $ —     $ 13,823   10/12/2021     10/12/2022       8 %     16 %   $ 100,000     $ —     $ 100,000   10/25/2021     10/25/2022       8 %     16 %   $ 150,000     $ —     $ 150,000   3/24/2022     3/24/2023       8 %     16 %   $ 45,000     $ —     $ 45,000   4/11/2022     4/11/2023       8 %     16 %   $ 80,000     $ —     $ 80,000   6/6/2022     6/6/2023       8 %     16 %   $ 50,000     $ —     $ 50,000   7/18/2022     7/18/2023       8 %     16 %   $ 100,000     $ —     $ 100,000   9/20/2022     9/20/2023       8 %     16 %   $ 60,000     $ —     $ 60,000   11/22/2022     11/22/2023       8 %     16 %   $ —     $ 151,974     $ 151,974   1/24/2023     1/24/2024       8 %     16 %   $ —     $ 97,758     $ 97,758   3/16/2023     3/16/2024       8 %     16 %   $ —     $ 50,000     $ 50,000   5/16/2023     5/16/2024       8 %     16 %   $ —     $ 27,374     $ 27,374   6/5/2023     6/5/2024       8 %     16 %   $ —     $ 113,974     $ 113,974   7/27/2023     7/27/2024       8 %     16 %   $ —     $ 16,224     $ 16,224   7/31/2023     7/31/2024       8 %     16 %   $ —     $ 9,974     $ 9,974   8/7/2023     8/7/2024       8 %     16 %   $ —     $ 4,974     $ 4,974   8/8/2023     8/8/2024       8 %     16 %   $ —     $ 449,974     $ 449,974   Balance                           $ 698,823     $ 922,226     $ 1,621,049

v3.23.4

INCOME TAX (Tables)	12 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	Net deferred tax assets consist of the following components as of September 30:    SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES               Deferred tax asset attributable to:   2023     2022   Net operating loss carryover   $ 166,000     $ 175,124   Less: valuation allowance     (166,000 )     (175,124 ) Net deferred tax asset   $ —     $ —

v3.23.4

ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)	Aug. 31, 2020	Jun. 11, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Controlling shares purchased, shares	8,000,000	8,000,000
Controlling shares purchased, percent of total outstanding	75.97%	75.97%
Controlling shares purchased, price		$ 270,000

v3.23.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0

v3.23.4

GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 2,073,589	$ 1,283,556
Net loss	790,033	833,922
Net cash used in operating activities	$ 550,590	$ 715,816

v3.23.4

SCHEDULE OF INTANGIBLE ASSET (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Wind Turbine Technology	$ 900,000	$ 900,000
Less: accumulated amortization	(180,000)
Intangible asset, net	$ 720,000	$ 900,000

v3.23.4

INTANGIBLE ASSET (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 01, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Cash	$ 300,028	$ 42,949	$ 100,000
Shares, issued			14,289
Other intangible assets, net			$ 800,000
Amortization expense	$ 180,000	$ 0

v3.23.4

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Property and equipment	$ 208,576	$ 100,293
Less: accumulated depreciation	(29,405)	(17,102)
Property and equipment, net	$ 179,171	$ 83,191

v3.23.4

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 14,808	$ 17,102
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful Life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful Life	5 years

v3.23.4

COMMON STOCK TRANSACTIONS (Details Narrative) - USD ($)		12 Months Ended
	Jul. 25, 2022	Sep. 30, 2022
Equity [Abstract]
Forward stock split	10:1 forward stock split of the Company’s common stock was effective July 25, 2022
Shares stock splits	105,509,660
Excess stock, shares outstanding	10,550,966
Common stock shares sold		49,470
Cash proceeds		$ 125,626

v3.23.4

SCHEDULE OF SUMMARY OF THE LOANS (Details) - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument face amount	$ 1,621,049	$ 698,823
Additions of loans	$ 922,226
August Thirty Two Thousand Twenty One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Oct. 31, 2022
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 100,000	100,000
Additions of loans
Two Thousand Twenty [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument face amount	13,823	13,823
Additions of loans
October Twelve Two Thousand Twenty One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Oct. 12, 2022
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 100,000	100,000
Additions of loans
October Twenty Five Two Thousand Twenty One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Oct. 25, 2022
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 150,000	150,000
Additions of loans
March Twenty Four Two Thousand Twenty Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Mar. 24, 2023
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 45,000	45,000
Additions of loans
April Eleven Two Thousand Twenty Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Apr. 11, 2023
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 80,000	80,000
Additions of loans
June Six Two Thousand Twenty Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Jun. 06, 2023
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 50,000	50,000
Additions of loans
July Eighteen TwoThousand Twenty Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Jul. 18, 2023
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 100,000	100,000
Additions of loans
September Twenty Two Thousand Twenty Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Sep. 20, 2023
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument face amount	$ 60,000	60,000
Additions of loans
November Twenty Two Two Thousand Twenty Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Nov. 22, 2023
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 151,974
Additions of loans	$ 151,974
January Twenty Four Two Thousand Twenty Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Jan. 24, 2024
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 97,758
Additions of loans	$ 97,758
March Sixteen Two Thousand Twenty Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Mar. 16, 2024
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 50,000
Additions of loans	$ 50,000
May Sixteen Two Thousand Twenty Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	May 16, 2024
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 27,374
Additions of loans	$ 27,374
June Five Two Thousand Twenty Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Jun. 05, 2024
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 113,974
Additions of loans	$ 113,974
July Twenty Seven Two Thousand Twenty Four [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Jul. 27, 2024
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 16,224
Additions of loans	$ 16,224
July Thirty One Two Thousand Twenty Four [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Jul. 31, 2024
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 9,974
Additions of loans	$ 9,974
August Seven Two Thousand Twenty Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Aug. 07, 2024
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 4,974
Additions of loans	$ 4,974
August Eight Two Thousand Twenty Four [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt instrument, maturity date	Aug. 08, 2024
Debt instrument, interest rate, effective percentage	8.00%
Debt instrument, interest rate, stated percentage	16.00%
Debt instrument face amount	$ 449,974
Additions of loans	$ 449,974

v3.23.4

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jan. 08, 2021	Jan. 07, 2021
Related Party Transaction [Line Items]
Accrued interest	$ 154,741	$ 36,002
Note principal amount	1,621,049	$ 698,823
Common stock granted for services		23,100
Share price		$ 1.50
Other noncash expense		$ 34,650
Bassam Al-Mutawa [Member]
Related Party Transaction [Line Items]
Notes payable	460,760		$ 150,000	$ 240,000
Note principal amount			$ 150,000
Interest rate			5.00%
Interest	20,688
Related Party [Member]
Related Party Transaction [Line Items]
Interest accrued note	$ 20,688

v3.23.4

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Net operating loss carryover	$ 166,000	$ 175,124
Less: valuation allowance	(166,000)	(175,124)
Net deferred tax asset

v3.23.4

INCOME TAX (Details Narrative) - USD ($)		12 Months Ended
	Dec. 22, 2017	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Federal corporate tax rate	21.00%	21.00%
Operating loss carry forwards		$ 166,000

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