UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission File Number 000-214815000-56297

ZEUUS, INC.

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices, including zip code)

(888) 469-3887

(Registrant’s telephone number, including area code)

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

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 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.

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 12, 2023,February 19, 2024, issuer had 105,515,460 outstanding shares of common stock, par value $0.001.

ZEUUS, INC.

FORM 10-Q

For the Quarterly Period Ended June 30,December 31, 2023

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ZEUUS, INC.

ZEUUS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

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

ZEUUS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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

ZEUUS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTSSTATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED JUNE 30,DECEMBER 31, 2023 AND 2022 AND 2023

(Unaudited)

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

ZEUUS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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

ZEUUS, INC. AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

JUNE 30,FOR THE THREE MONTHS ENDED DECEMBER 31, 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 a 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 unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending September 30, 2023.2024. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2022.2023.

Use of estimatesEstimates

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 as of December 31, 2023 and September 30, 2023.

Principles of Consolidation

The accompanying condensedunaudited consolidated unaudited financial statements for the ninethree months ended June 30,December 31, 2023 and 2022, include the accounts of the Company and its wholly owned subsidiary,subsidiaries. Zeuus Energy. Zeuus Energy, was incorporated on July 27, 2021 in Montenegro and is currently the only operating subsidiary. All inter-company balances are eliminated in consolidation.

Translation Adjustment

TheFor the three months ended December 31, 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 three and nine months ended June 30,December 31, 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 three months ended December 31, 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 December 31, 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 pronouncementsIssued 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 unaudited consolidated financial statements as of June 30,December 31, 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 June 30,December 31, 2023 of $1,826,9302,362,939, had a net loss of $543,374289,350 and $419,757157,232 of cash used in operations for the ninethree months ended June 30,December 31, 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.

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

SCHEDULE OF INTANGIBLE ASSET

Amortization expense

Amortization expense for the ninethree months ended June 30,December 31, 2023 and 2022 was $135,00045,000 and $045,000. 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

Depreciation expense

Depreciation expense for the ninethree months ended June 30,December 31, 2023 and 2022 was $15,7156,818 and $9,2283,702., respectively.

NOTE 6 – COMMON STOCK

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-Q have been retroactively adjusted to reflect the forward stock split.

NOTE 76 – 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 June 30,December 31, 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 June 30,December 31, 2023.

SCHEDULE OF SUMMARY OF THE LOANS

Total accrued interest on the above notes as of JuneDecember 31, 2023 and September 30, 2023, and December 31, 2022, is $116,573198,198 and $36,002154,741, 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, 20222022. As of December 31, 2023, there is $22,584. of interest accrued on this note. In addition to the Note, Mr. Al-Mutawa, has advanced additional funds to the Company. During the three months ended December 31, 2023, the Company made a $25,000 payment to Mr. Bassam. As of June 30,December 31, 2023, the Company owes total principal and interest of $460,761436,761 and $18,79222,584, 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 a total non-cash expense of $34,650.

NOTE 8 -7 – 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 there are no material subsequent events.events exist.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

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 negotiating for theseeking to purchase of three data centers, the recent acquisition by ourcenters. ZEUUS Energy division of ais maturing nicely and believe our unique, and scalable Wind Turbine technology has us very excited.will revolutionize the green energy space. We have recently opened a 500 sqm, brand new research and development facilitycontinue 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 2023.2024.

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

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

Results of Operation for the Three Months Ended June 30,December 31, 2023, Compared to the Three Months Ended June 30,December 31, 2022

Revenue

During the three months ended June 30,December 31, 2023 and 2022 we did not generate any revenue.

General and Administrative Expenses

For the three months ended June 30,December 31, 2023, we had $133,216$172,293 in general and administrative expenses compared to $105,309$24,048 for the three months ended June 30,December 31, 2022, respectively, an increase of $27,907$148,245 or 26.5%. Our primary expense in the prior period was for consulting, which decreased approximately $66,500 in616.5% respectively. In the current period. In the prior period we were utilizinghad compensation expense of $70,000 for an individual that worked for the services ofCompany for several months and $40,000 for a consultantheadhunter to helpassist with finding a management candidate for the day-to-day operation of the Company. Those services were not provided in the current period.company. We also had a decrease of investor relationan increase in other consulting expense of $7,000. These decreases were offset by an increase of $45,000$17,330 for a newly hired consulting firm.

Amortization and depreciation

For the three months ended December 31, 2023, we had $51,818 of amortization ($45,000) and depreciation ($6,818) expense compared to $48,702 of amortization ($45,000) and $40,000depreciation ($3,702) expense for outside services.three months ended December 31, 2022.

Professional Fees

For the three months ended June 30,December 31, 2023, we had $32,183$19,886 in professional fees compared to $83,398$75,332 for the three months ended June 30,December 31, 2022, a decrease of $51,215$55,446 or 61.4%73.6%. Professional fees consist of legal, audit and accounting fees. In the current three-month period, we had a decrease of approximately $29,000$9,050 in legal fees and $17,400$41,894 in audit fees. Both fees decreased in conjunction with less operational activity.

Other Expense

For the three months ended June 30,December 31, 2023, we had interest expense of $34,490$45,353 compared to $23,320$25,690 in the prior period. Our interest expense has increased due to the additional related party loans.

Net Loss

Our net loss for the three months ended June 30,December 31, 2023, was $199,889$289,350 compared to $212,027$173,772 for the three months ended June 30,December 31, 2022, a decrease of $12,138 or 5.7%.

Results of Operation for the Nine Months Ended June 30, 2023, compared to the Nine Months Ended June 30, 2022

Revenue

During the nine months ended June 30, 2023 and 2022 we did not generate any revenue.

General and Administrative Expenses

For the nine months ended June 30, 2023, we had $341,043 in general and administrative expenses compared to $448,902 for the nine months ended June 30, 2022, a decrease of $107,859 or 24% respectively. Our primary expense in the prior period was for consulting, which decreased approximately $234,000 in the current period. n the prior period we were utilizing the services of a consultant to help with the day-to-day operation of the Company. Those services were not provided in the current period. We also had a decrease of investor relation expense of $48,000. These decreases were offset by an increase of $135,000 of amortization expense.

Director Compensation

For the nine months ended June 30, 2023, we had $0 in director compensation compared to $34,650 for the nine months ended June 30, 2022, for the issuance of common stock,

Professional Fees

For the nine months ended June 30, 2023, we had $114,915 in professional fees compared to $145,893 for the nine months ended June 30, 2022, a decrease of $30,978$115,578 or 21.2%. Professional fees consist of legal, audit and accounting fees. In the current period our audit fees increased $38,600, which was offset by a decrease of legal fees of approximately $73,000. Both fees decreased in conjunction with less operational activity.

Other Expense

For the nine months ended June 30, 2023, we had interest expense of $87,416 compared to $28,490 in the prior period. Our interest expense has increased66.5%, due to the additional related party loans.

Net Loss

Our net loss for the nine months ended June 30, 2023, was $543,374 compared to $657,935 for the nine months ended June 30, 2022, a decrease of $114,561 or 17.4%.reasons discussed above.

Liquidity and Capital Resources

At June 30,December 31, 2023, we had total current assets of $69,049,$114,436, consisting mostly of cash and deposits. We had total current liabilities of $1,753,668$2,394,357 consisting mostly of loans from related parties.

Cash Flows from Operating Activities

For the ninethree months ended June 30,December 31, 2023, we used $419,757$157,232 of cash in operating activities compared to $577,933$137,134 for the ninethree months ended June 30,December 31, 2022.

Cash Flows from Investing Activities

During the ninethree months ended June 30,December 31, 2023, Zeuus Energy used $22,284$63,449 for the purchase of property and equipment. Duringequipment compared to $0, in the nine months ended June 30, 2022, we purchased property and equipment for a total of $21,800.prior period.

Cash Flows from Financing Activities

We have financed our operations primarily from loans from related parties and the sale of common stock. For the ninethree months ended June 30,December 31, 2023, we had net cash providedused by financing activities was $442,454.of $24,000 for repayment of related party loans. During the ninethree months ended June 30,December 31, 2022, we received $424,900$151,974 from related party loans and $101,700 from the salewe had a cash overdraft of common stock.$16,559.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. 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 June 30,December 31, 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 period ended June 30,December 31, 2023, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS

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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

On March 9, 2023, the Board of Directors (the “Board”) of the Company dismissed BF Borgers CPA PC (“Borgers”), as the Company’s independent registered public accounting firm, effective immediately. On the same day the Board approved the engagement of Fruci & Associates II, PLLC (“Fruci”) as the Company’s new independent registered public accounting firm, effective immediately.None.

ITEM 6. EXHIBITS

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.