As filed with the Securities and Exchange Commission on June 9, 2023

File No. 024-11697

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Qualification Offering Circular Amendment No. 1

to

FORM 1-A

REGULATION A OFFERING CIRCULAR

UNDER THE SECURITIES ACT OF 1933

ZEUUS, Inc.

(Exact name of issuer as specified in its charter)

Nevada

(State of other jurisdiction of incorporation or organization)

31 West 27th Street, 9th Floor

New York, New York 10001

Phone: (888) 469-3887

(Address, including zip code, and telephone number,

including area code of issuer’s principal executive office)

Bassam A.I. Al-Mutawa

Chief Executive Officer and President

31 West 27th Street, 9th Floor

New York, New York 10001

Phone: (888) 469-3887

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Laura Anthony, Esq.

Craig D. Linder, Esq.

Anthony L.G., PLLC

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Phone: (561) 514-0936

Fax: (561) 514-0832

EXPLANATORY NOTE

This Post-Qualification Amendment No. 1 amends the Offering Statement of ZEUUS, Inc., originally qualified on November 23, 2021, as previously amended and supplemented, to add, update and/or replace information contained in the Offering Statement.

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the United States Securities and Exchange Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained.

Preliminary Offering Circular

June 9, 2023

Subject to Completion

ZEUUS, Inc.

31 West 27th Street, 9th Floor

New York, New York 10001

(888) 469-3887

15,000,000 Shares of Common Stock

Minimum Purchase: 200 shares of Common Stock ($1,000.00)

ZEUUS, INC., a Nevada corporation (the “Company” or “ZEUUS”), is offering up to 15,000,000 shares (“Shares”) of its common stock, par value $0.001 per share (“Common Stock”), with an aggregate amount of $75,000,000 (“Maximum Offering”), in a “Tier 2 Offering” under Regulation A (the “Offering”). The initial public offering price per share of Common Stock is $5.00 per share. There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to close. The minimum investment amount per investor is $1,000 (200 shares of Common Stock); however, we can waive the minimum purchase requirement on a case to case basis in our sole discretion. The subscriptions, once received, are irrevocable. This Offering is being conducted on a self-underwritten “best efforts” basis through our officers and directors, which means our officers and directors will attempt to sell the securities we are offering in this prospectus, but there is no guarantee that any minimum amount will be sold by them. This prospectus will permit our officers and directors to sell the securities directly to the public, with no commission or other remuneration payable to them for any securities they may sell. In offering the securities on our behalf, the officers and directors will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended. Notwithstanding, we reserve the right to use one or more registered broker-dealers and members of Financial Industry Regulatory Authority (“FINRA”), acting as underwriters or placement agents, in which event the broker-dealers will also conduct the Offering on a “best efforts” basis, and pay such broker-dealers a cash commission of up to 2.00% of the gross proceeds raised by such broker-dealers. See “Plan of Distribution” in this Offering Circular. None of the Shares offered are being sold by present security holders of the Company. To date, the Company has sold 1,694 Shares in the Offering for gross proceeds of $84,700, which originally commenced on or around November 24, 2021 and, for which the Company’s prior 1-A filing was qualified by the Securities and Exchange Commission on November 23, 2021.

We have engaged Dalmore Group, LLC, a New York limited liability company and broker-dealer registered with the SEC and a member of FINRA (“Dalmore”), to provide broker-dealer and administrative services related to operations and compliance, but not underwriting or placement agent services, in all 50 states, District of Columbia and the territories of the United States in connection with this Offering. The administrative services Dalmore will provide include the review of investor information, including Know Your Customer data, Anti-Money Laundering and other compliance checks, and the review of subscription agreements and investor information. As compensation for these broker-dealer and administrative services, the Company has agreed to pay Dalmore a one-time consulting fee of $20,000 for general consulting services related to the Offering and a one-time due diligence fee in the amount of $5,000, plus 1.00% of the aggregate amount raised by the Company in this Offering, as described in the Broker-Dealer Agreement between the Company and Dalmore. Please note that the one-time $5,000 due diligence fee to Dalmore was paid upon execution of the Broker-Dealer Agreement with Dalmore on October 8, 2021. To date, the Company has paid Dalmore a total of $36,750 in connection with the Offering, consisting of a one-time consulting fee of $20,000 for general consulting services related to the Offering, a one-time due diligence fee in the amount of $5,000, ana a FINRA filing fee of $11,750. For purposes of clarification, such commission would be in addition to the commission to be paid to the broker-dealers, acting as underwriters or placement agents, resulting in a potential aggregate commission of up to 3.0% on the aggregate amount raised in this Offering.

We expect to commence the sale of the Shares as of the date on which the Offering Statement of which this Offering Circular is a part is declared qualified by the United States Securities and Exchange Commission (“SEC”). The Offering is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business 90 days after the date that this Offering is deemed qualified by the SEC, unless sooner terminated or extended for additional 90 day-incremental periods in the sole discretion of the Company (“Termination Date”). The initial 90-day offering period and any additional 90 day-incremental offering periods will, in the aggregate, not exceed 24 months from the date of this Offering Circular, pursuant to Rule 251(d)(3) of Regulation A.

The Company has engaged Novation Solutions Inc. (O/A DealMaker) (“Technology Agent”) to provide certain technology services to the Company in connection with the Offering, including the online platform of the Technology Agent. After the qualification by the SEC of the Offering Statement of which this Offering Circular is a part, the Offering will be conducted in part on the online platform of the Technology Agent through the Investor Relations page of our website at www.zeuus.com, whereby investors will receive, review, execute and deliver subscription agreements electronically as well as make payment of the purchase price by ACH debit transfer or wire transfer to an account designated by the Company. There is no escrow established for this Offering. We will hold closings upon the receipt of investors’ subscriptions and acceptance of such subscriptions by the Company. If, on the initial closing date, we have sold less than the Maximum Offering, then we may hold one or more additional closings for additional sales, until the earlier of: (i) the sale of the Maximum Offering, or (ii) the Termination Date. Funds will be promptly refunded without interest, for sales that are not consummated.

Our common stock is currently quoted on the OTC PINK tier of the OTC Market Group, Inc. where our common stock is eligible for only unsolicited quotes, under the symbol “ZUUS.” On May [__], 2023, the last reported sale price of our common stock was $[__].

No sales of Shares will be made prior to the qualification of the Offering statement by the SEC in the United States. All Shares will be initially offered in all jurisdictions at the same price that is set forth in this Offering Circular.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act,” and, as such, have elected to comply with certain reduced public company reporting requirements. See “Offering Summary—Emerging Growth Company Status.”

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

An investment in the Shares is subject to certain risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should carefully consider and review the RISK FACTORS beginning on page 20.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR THE COMMISSION, DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

This Offering Circular is following the offering circular format described in Part II of Form 1-A.

The date of this Offering Circular is _________, 2023.

ITEM 2: TABLE OF CONTENTS

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this Offering Circular prepared by us or to which we have referred you. We do not take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This Offering Circular is an offer to sell only the Shares offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Offering Circular is current only as of its date, regardless of the time of delivery of this Offering Circular or any sale of Shares.

For investors outside the United States: We have not done anything that would permit this Offering or possession or distribution of this Offering Circular in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to this Offering and the distribution of this Offering Circular.

MARKET AND INDUSTRY DATA AND FORECASTS

Certain market and industry data included in this Offering Circular is derived from information provided by third-party market research firms or third-party financial or analytics firms that we believe to be reliable. Market estimates are calculated by using independent industry publications, government publications and third-party forecasts in conjunction with our assumptions about our markets. We have not independently verified such third-party information. The market data used in this Offering Circular involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in this Offering Circular. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Certain data are also based on our good faith estimates, which are derived from management’s knowledge of the industry and independent sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on market data currently available to us. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this Offering Circular. Similarly, we believe our internal research is reliable, even though such research has not been verified by any independent sources.

TRADEMARKS AND COPYRIGHTS

We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and the formulations for such products. This Offering Circular may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this Offering Circular is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this Offering Circular are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash available for dividends, cash flows, liquidity and prospects include, but are not limited to, the factors referenced in this Offering Circular, including those set forth below.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Offering Circular. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Offering Circular. The matters summarized below and elsewhere in this Offering Circular could cause our actual results and performance to differ materially from those set forth or anticipated in forward-looking statements. Accordingly, we cannot guarantee future results or performance. Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements after the date of this Offering Circular, whether as a result of new information, future events or otherwise.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

Our Shares are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering is exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that our Shares offered hereby are offered and sold only to “qualified purchasers” or at a time when our Shares are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our Shares does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

To determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who:

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details.

For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

ITEM 3: SUMMARY AND RISK FACTORS

This summary of the Offering Circular highlights material information concerning our business and this offering. This summary does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire Offering Circular, including the information presented under the section entitled “Risk Factors” and the financial data and related notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

In this Offering Circular, unless the context indicates otherwise, “ZEUUS,” the “Company,” “we,” “our,” “ours” or “us” refer to ZEUUS, Inc., a Nevada corporation, and its subsidiaries.

SUMMARY

OVERVIEW

ZEUUS INC.’s vision is to grow and operate many data centers, provide power and cooling for these facilities and have in house cyber security systems to protect customer data. The Company is currently on a mission seeking to acquire data centers. Data centers will be a core component of the Company. The ZEUUS Chairman and Board have met with multiple data center companies for acquisition, knowledge and potential partnerships, but no agreements have been reached at this time. The Company is also in advanced discussions to partner or buy an existing cyber security company. However, no agreement has been reached at this time. Data centers require a massive amount of electricity to run and cool these facilities, and accordingly ZEUUS decided to go into the green energy business aiming to reduce cost of data center operations and enhance value.

ZEUUS currently owns and operates a green energy design and development facility located in Montenegro. The Company has created a prototype industrial wind turbine system that is ready to enter final stages of testing before going into production. ZEUUS feels this new technology will revolutionize the wind energy market space. The plan is to partner with an existing US manufacturer to build the turbine systems for sale and distribution. ZEUUS Scientist are also now in the process of development a smaller wind turbine system intended for home use. Three patent applications have been submitted to US Patent office for review and approval.

We will offer customers an integrated set of products and services that enable customers to host and securely maintain their valuable and critical data. We will also provide customers with a comprehensive set of cybersecurity solutions and digital services applications. We will provide our planned products and services through the following three complimentary divisions:

● ZEUUS Data Centers, a division focused on acquiring and operating data centers in many countries to provide customers with access to latest technologies in data centers and related data center services such as co-location and cloud hosting.

● ZEUUS Energy, a division dedicated for the development of wind energy products. We are seeking to commercialize 3 unique Patent Pending technologies that offer an innovative solution for powering industrial buildings, homes, and data centers with green energy.

● ZEUUS Cyber Security, a division focused on cybersecurity and securing customer data hosted in Zeuus data centers ensuring customers can securely access their hosted data that are fully protected in Zeuus data centers. ZEUUS Cyber Security will provide scalable cloud identity management services, services to protect data and a comprehensive set of integrated security devices to protect customers data at their own premises: filtering, virtual private networks (VPN), security email, content management, firewall, IDS and IPS services.

For the fiscal years ended September 30, 2022 and 2021, ZEUUS generated revenues of $0 and $0, respectively, and reported net losses of $833,922 and $360,344, respectively. For the year ended September 30, 2022, we used $715,816 of cash in operating activities compared to $282,239 for the year ended September 30, 2021. For the three months ended December 31, 2022, ZEUUS generated no revenues, reported a net loss of $ 173,772. For the three months ended December 31, 2022, we used $137,134 of cash in operating activities. As noted in the financial statements of ZEUUS, as of December 31, 2022, ZEUUS had an accumulated deficit of $ 1,457,328. There is substantial doubt regarding the ability of ZEUUS to continue as a going concern as a result of its historical recurring losses and negative cash flows from operations as well as its dependence on private equity and financings. See “Risk Factors— ZEUUS has a history of operating losses and its management has concluded that factors raise substantial doubt about its ability to continue as a going concern and the auditor of ZEUUS has included explanatory paragraphs relating to its ability to continue as a going concern in its audit report for the fiscal years ended September 30, 2022 and 2021.”

CORPORATE STRUCTURE

BUSINESS STRATEGY

With the massive increase in the amount of data driven by digitalization, comes the risks to such data and the necessary protection of such data. Data has become more essential to governments and organizations driven by Video, Internet of Things (“IoT”), Big Data, Artificial Intelligence (“A.I.”) and Machine Learning (“ML”) algorithms. More data has been created in the last 2 years than ever before.

Through our innovative modern data center centric approach, we will deliver the necessities to enable data driven centric businesses. Our comprehensive plan is driven by a team of experienced and talented individuals to ensure our success and growth targets.

We realize that generating a revenue stream from the data center division will require time as we will need to acquire or construct the new data centers. The data center industry has been evolving in recent years to accommodate hyper-scale cloud firms, cultivate eco-systems, and fulfill new demands arising from technologies such as A.I. and IoT.

With growing requirements for cloud services, as well as the storage and processing of data, 2023 is experiencing an increasing demand across the global services and multi-tenant datacenter (MTDC) industry. Meeting this demand is becoming increasingly complex and challenging for the current providers trying to cope with the technological development and increasing demand for processing power and high-performance computing capabilities.

Enterprises now realize the value that comes with having so many integral services located within one provider or in one datacenter and are increasingly considering co-location as a way to access multi-services and multi-cloud architectures. These dynamics (cloud, service provider, and enterprise demand) generate significant demand for highly scalable data centers capable of meeting the needs and offering customers a secure and reliable environment to manage their data.

Looking beyond 2023, continued adoption of the cloud, the rise of IoT, and the massive amounts of data to be created, processed, and stored will continue to create demand for data center space, data center suppliers, and service and network providers.

We launched market research to identify the market segment that has potential growth and where current market providers have a challenge in meeting the market needs. Our study took a holistic approach to look at the demand for data center services and which services that have greater growth potential and looked at the industries driving such demand to ensure that we meet these industry-specific requirements. As data centers consume significate energy to operate, we also studied different approaches to improve power consumption and use sustainable green energy that has a low impact on the environment.

STRENGTHS

We believe ZEUUS understands the data challenges and has created a concept to provide an end-to-end solution to address it effectively. The unique value of our company comes from its holistic and integrated approach to address data via:

● modern housing via data center

● safe keeping via cyber security

● cloud as a solution rather than a product delivers a higher abstraction layer

● efficient and sustainable cost model supported by green energy

HIGH-LEVEL MARKET SIZE FORECAST

The research shows that the traditional Data Centers market has potential growth for the three market segments in the next five years to exceed $500 billion.

Cloud Computing Market

● Cloud Computing Market is expected to reach $383,789 US dollars by the end of 2026.

● Compound Annual Growth Rate CAGR of 29.2% during 2021-2026.

Data Center Co Location Market

● The global Data Center Colocation market size is expected to gain market growth and expected to reach USD 46 Billion by 2025.

● Compound Annual Growth Rate (CAGR) of 14.2%

Cloud Storage Market

● The global cloud storage market is projected to grow from USD 50.1 billion in 2020 to USD 137.3 billion by 2025

● Compound Annual Growth Rate (CAGR) of 22.3%

Growth Drivers

● Increasing demand for Cloud service and the high adoption of cloud storage

● Growth in Co-location services

● Traditional data centers’ limited ability to meet the increasing demand for extensive processing power needed for new technologies.

The second part of the forecast for new domains of Data Centers business that will experience significant growth and high level of adoptions.

TARGET MARKET

Market Size & Segments

Zeuus Data Center concepts are to cater for the most sophisticated requirements of computing power our planned products and services are tailored to meet the industries and market segments that demand such capabilities. While we target specific vertical industries requirements, we will offer cross industry services that are not industry specific such as co-location services.

MARKETING PLAN

Our strategic vision to build an eco-system to help customers safely host and process their business transactions and securing their data. Our business design revolves around offering customer a fast and reliable information technology infrastructure and solutions that are efficient and at the same time is environmentally friendly.

Our ecosystem consists of many domains to empower customers to benefit from the high level of adaption of the digital economy and to remove the complexity of the use of advanced technology.

Our objective in the near term is to acquire or build data centers and promote our eco-system concepts and convince participants subscribing to the vision of the company through full or partial acquisition and building a strategic allegiance with companies that contribute to executing the ecosystem building and enable us to realize our objectives.

Our marketing strategy is driven from our strategic objectives with three strategic threads

● Enterprise Customers

● Wholesales Data Center Users

● Strategic Alliances

Stream 1. Enterprise Customer Marketing Plan Highlights

The first element of the marketing plan is aiming to increase our current revenue stream and develop new solutions to target new customer segments and enhance the current products to address the needs of new customers globally.

The second phase of the enterprise marketing plan targets large businesses for co-location and cloud hosting solutions. This plan will start executing before six months from the target date of launching datacenter services.

Stream 2. Wholesale Data Center

The second strategic thread of the marketing plan’s focuses on acquiring a wholesale datacenter offering. Our wholesale data center offering is planned to constitute turnkey space that is move-in ready with UPS-backed power and cooling infrastructure designed to meet the most demanding server power densities in the industry. Our target potential customers include international carriers, co-location and cloud service providers, and large enterprises.

Stream 3. Strategic Alliances Plan

The partnerships are key ingredient in our business philosophy. We are developing important relationships with information technology infrastructure suppliers and key providers of datacenter services. We also engage in funding startups in the related services, predominantly in the green energy domain.

MARKET

Growing Sustainable Opportunity

Based on comprehensive research reports by Date Center News, IDC and Gartner Group the business scope area of ZEUUS will be experiencing sustainable growth opportunities over the next 5 years and beyond. These key scope areas include:

● Data Center

● Cyber Security

● Sustainable Green Energy

Our three divisions are designed to synergistically address these key market opportunities. They are as follows:

● ZEUUS Data Centers will focus on delivering modern and modular state of the art data centers, safe, efficient, and cost effective.

● ZEUUS Cyber Security, will focus on data protection both inside and outside the data centers of Zeuus by providing end-to-end continuous cyber security.

● ZEUUS Energy will focus on carbon neutral efficient electrical energy generation based on the power of wind as well as data center cooling technologies (such as innovative immersive cooling with low power usage effectiveness).

By combining the power of our three divisions, we believe we can deliver cost effective sustainable solutions with ongoing growth.

We realize the market potential and the opportunities exist in the data center industry considering the market forecast for the next 10 years in different segments the company decide to direct its major investment in creating intelligent data center that are using modern technologies and green energy to offer the market a stat of the art data centers as a main foundation for its complete eco- system to support, the ever increasing needs for reliable and secure data hosting facilities across multiple locations across the world.

Our data centers will adopt innovations such as data analytics, management software, multisite resiliency, prefabrication, liquid cooling and open source architectures in order to create intelligent, connected and flexible data centers design to be able to respond more rapidly and successfully to technical change and customer requirements.

We will deliver large scale, build-to-suit wholesale data center solutions as well as private vaults, dedicated cages, and multi-rack deployments

ZEUUS DATA CENTERS PRODUCT OFFERING

We will offer customers a comprehensive set of solutions and services designed to meet various demands of businesses ranging from simple co-location service to complex high-performance computing required for sophisticated computing requirements such as A.I. applications.

Cloud Services

We will offer customers multiple levels of cloud services ranging from simple IAAS to the complete solution that offer the customers full services of deploying their business services and implement their solution giving the customers a turnkey solution for their business needs.

IAAS Service offering

● Infrastructure as a Service (IaaS) is a cloud computing service where enterprises rent or lease servers for compute and storage in the cloud. Users can run any operating system or applications on the rented servers without the maintenance and operating costs of those servers. We offer customers multiple options for IAAS that offer the following benefits to our clients:

○ Continuity and disaster recovery — Cloud service in different locations allows access to applications and data during a disaster or outage.

○ Faster scaling — Quickly scale up and down resources according to application demand in all categories of cloud computing.

○ Core focus — IaaS allows enterprises to focus more on core business activities instead of I.T. infrastructure and computing resources.

○ Increase stability, reliability, and supportability. With IaaS there is no need to maintain and upgrade software and hardware or troubleshoot equipment problems. We assure that infrastructure is reliable and meets SLAs.

○ Better security. With IaaS, data are protected and secure as part of the highest security level for applications and data that may be better than what can attain in-house.

Customers use a graphical interface to change the infrastructure as needed. The infrastructure can also be accessed through an API key — so new servers are brought online as part of automation when needed.

Customers may use our IaaS services in many business scenarios such as:

● High-performance computing. High-performance computing (HPC) on supercomputers, computer grids, or computer clusters helps solve complex problems involving millions of variables or calculations. Examples include financial modeling and evaluating product designs.

● Test and development. IaaS makes it quick and economical to scale up development-test environments up and down.

● Website hosting. Running websites using IaaS can be less expensive than traditional web hosting.

● Storage, backup, and recovery. Organizations avoid the capital outlay for storage and complexity of storage management. IaaS is useful for handling unpredictable demand and steadily growing storage needs. It can also simplify the planning and management of backup and recovery systems.

● Web apps. IaaS provides all the infrastructure to support web apps, including storage, web and application servers, and networking resources. Organizations can quickly deploy web apps on IaaS and easily scale infrastructure up and down when demand for the apps is unpredictable.

● Big data analysis. Big Data is a popular term for massive data sets that contain potentially valuable patterns, trends, and associations. Mining data sets to locate or tease out these hidden patterns requires a huge amount of processing power, which IaaS economically provides.

Platform as a Service (PaaS) Service offering

Platform as a service (PaaS) is the second cloud computing offering from Zeuus Data Centers, that provides users with a cloud environment in which they can develop, manage, and deliver applications. In addition to storage and other computing resources, users are able to use a suite of prebuilt tools to develop, customize and test their own applications.

Key features:

● PaaS provides a platform with tools to test, develop and host applications in the same environment.

● Enables organizations to focus on development without having to worry about underlying infrastructure.

● Providers manage security, operating systems, server software and backups.

● Facilitates collaborative work even if teams work remotely.

PaaS delivers the infrastructure and middleware components that enable developers, I.T. administrators, and end users to build, integrate, migrate, deploy, secure, and manage mobile and web applications. To aid productivity, PaaS offers ready-to-use programming components that allow developers to build new capabilities into their applications, including innovative technologies such as artificial intelligence (A.I.), chatbots, and the Internet of Things (IoT).

The following are some specific advantages organizations can realize from utilizing PaaS:

● Faster time to market: With PaaS, there is no need to purchase and install the hardware and software that you will use to build and maintain your application development platform, and no need for development teams to wait while you do this. You simply tap into Zeuus cloud PaaS resources and begin developing immediately.

● Faster, easier, less-risky adoption of a broader range of resources: PaaS platforms typically include access to a greater variety of choices up and down the application development stack—operating systems, middleware, and databases, and tools such as code libraries and app components—than you can affordably or practically maintain on-premises. It also lets you test new operating systems, languages, and tools without risk—that is, without having to invest in the infrastructure required to run them.

● Easy, cost-effective scalability: If an application developed and hosted on-premises starts getting more traffic, you will need to purchase more computing, storage, and even network hardware to meet the demand, which you may not be able to do quickly enough and can be wasteful (since you typically purchase more than you need). With PaaS, you can scale on-demand by purchasing just the amount of additional capacity you need.

● Lower costs: Because there is no infrastructure to build, the upfront costs are lower. Prices are also lower and more predictable because PaaS services are charged based on usage.

ZEUUS CYBER SECURITY

The Cyber Security Division will center around several key offerings, they are as follows:

● Biometric Identity Management

● Secure Gateway Access

● Unified Threat Management (UTM)

● Backup & Disaster Recovery

● Data Protection

Biometric Identity Management

This solution provides a cloud-based, biometrically enabled, A.I. driven identity management. Protecting data without passwords is a new way to deliver effective and safe identity management services.

Secure Gateway Access

Data needs to be protected at the source. The best way to do this is to offer end-to-end data protection. This is achieved by using a secure gateway access at the customer premises and sources of data collection combined with the cloud security inside the data centers.

Unified Threat Management (UTM)

Unified Threat Management (UTM) is an approach to information security where a single hardware or software installation provides multiple security functions. UTM appliance includes the following key functions: antivirus, anti-spyware, anti-spam, network firewalling, intrusion detection and prevention, content filtering and data leak prevention. This provides end to end full data protection. UTM Appliance and also run in a Virtual Machine allowing for the full protection of the customer hosted cloud services such as: IaaS, PaaS, and SaaS.

Backup & Disaster Recovery

A comprehensive data protection and safekeeping requires the elements of backup and disaster recovery. We offer an end to end backup services as well as disaster recovery services to allow a customer to continue operating their critical processes and data in the event of a critical disaster.

ZEUUS ENERGY OFFERING

ZEUUS Energy is our division that specializes in generating power for a sustainable resource with zero carbon footprint.

We recently opened our Research and Development facility in Kotor, Montenegro. This State of the Art facility will design, develop and test new technologies and prepare them for the commercial market. We currently have 3 unique patent pending technologies being prototyped and believe that we are ready for commercialization in the 4^th Quarter of 2023.

ZEUUS Energy was formed to assist ZEUUS Data Centers in its global strategy of hyperscale and edge data centers. The company is very cognizant of the fact that we need to drive down the cost of energy usage, and well as implement and develop the use of green sustainable energy.

ZEUUS Energy will also act as an energy wholesaler purchasing electricity from existing suppliers at preferred bulk pricing and on selling it back to the various grids. As well as our own new wind technologies, the company will also look to develop, acquire and partner with other energy technology companies like solar and battery cell.

ZEUUS Energy has secured the rights to an exciting new and innovative wind technology that will see vast improvements on the current technologies available in the market today. This innovative wind power using a uniquely designed wind turbine with the concentration of wind stream. the unique advantage of this new technology:

● The ability to generate power with relatively mild wind speed around 4 m/s (Meters per Second), considering that most of Europe and US have an average annual wind speed of 2.5- 4 m/s, this innovation is a clear breakthrough compared with the traditional wind turbans that require an average wind speed of 10-15 m/s.

● Initial test results indicate that a fully functioning wind turbine 10 meters high and 7 meters wide. The rated design power of this unit is 25,000 watts at a wind speed of 4 m/s, and the maximum power is 600,000 watts (0.6 megawatts) at a wind speed of 12 m/s.

● This wind turbine will be able to operate efficiently and safely at wind speeds up to 60 m/s.

The new technology initial test results show improvements in many operational and efficiency compared with the existing technologies:

● 5 – 10 X improvement in efficiency

● 5 – 10 X improvement on lowering the cost of infrastructure

● A Drastic reduction in the size, and in fact environmental impact

● 5 – 10 X improvement on efficiency guaranteed uptime

● 5 – 10 X improvement on reduction of breakdowns

● 5 – 10 X improvement on efficiency on maintenance costs

OPERATIONS

Locations & Facilities

Our head office is based in the state of New York, with plan to build large scale data centers across the country and then globally.

We plan to acquire data centers, starting in the USA in 2023.

We are currently negotiating the acquisition of a leading cyber security start up in an established company. However to date no deal has been reached.

TECHNOLOGY

The key technologies we anticipate to be used in Zeuus Data Centers include:

● Latest Cyber Security

○ UTM Integration

○ SOC Integration

○ Incident Response

○ End to End Encryption

● Enhanced Physical Security

○ Sub Terrain

○ Dual Perimeter

○ Biometric Access

○ 24x7x365 Monitoring

● Green Technology

○ Wind

○ Solar

○ Cooling

● Modular Deployment

○ Modular

○ Container

○ Incremental

● Fully Redundant Telecommunications

○ Dual Provider

○ Satellite Teleport facility

● Multi Purpose Data Center

○ Colocation

○ Cloud

○ Secure

○ Hyper Scalers

MILESTONES

The following are the critical milestones for the Data Centers deployment project:

Corporate History Overview

ZEUUS, Inc. was originally incorporated as Kriptech International Corp. and established under the corporation laws in the State of Nevada on March 20, 2016. The company commenced operations in the business of visa consultancy services. The Company has adopted September 30 fiscal year end.

On September 12, 2016, the Company issued 10,000,000 (1,000,000 pre-split) shares of restricted common stock to Aleksandr Zausayev, our former secretary in consideration of $1,000. On December 27, 2016, the Company issued 70,000,000 (7,000,000 pre-split) shares of common stocks to our former president and former director, Mr. Antontcev, at a price of $0.001 per share, for net proceeds of $7,000.

In July and August 2017, the Company issued 2,000,000 (200,000 pre-split) shares of its common stock at $0.01 per share for total proceeds of $2,000.

For the year ended September 30, 2018, the Company issued 23,300,000 (2,330,000 pre-split) shares of common stock at $0.01 per share for a proceed of $23,300.

On June 11, 2020, Meshal Al Mutawa, acquired control of 80,000,000 (8,000,000 pre-split) 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 per the terms of a Stock Purchase Agreement by and amongst Mr. Al Mutawa, Mr. Zausayev and Mr. 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, and (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 80,000,000 (8,000,000 pre-split) 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 via instruction letter to the Company’s transfer agent, by and between Mr. Meshal Al Mutawa, and Mr. Bassam A.I. Al-Mutawa.

On August 31, 2020, Meshal Al Mutawa resigned from all positions with the Company, including as President, Chief Executive Officer, Treasurer, Chief Financial Officer and as a Director.

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 June 1, 2021, we issued 142,890 (14,289 pre-split) shares of our common stock to Andrei Seleznev, Nikolay Alekseev, and Ilia Alekseev (collectively, “Sellers”) under the terms of an Asset Purchase Agreement. The shares were valued at $800,000 based on the average of the closing price per share of our common stock for the 30 trading days prior to the effective date of the agreement.

On October 14, 2021, we issued 33,330 (3,333 pre-split) shares of our common stock to an individual in a private transaction at $1.50 per share ($15.00 per share pre-split) for proceeds of $50,000.

On September 6, 2021, the Board increased the size of the Board by two persons, such that the Board now consists of three members. Also on September 6, 2021, the Board appointed Tommy Dunehew and Khamis Buharoon Al Shamsi as directors to fill the newly created Board vacancies. Each of the new directors will serve in such positions until their respective earlier death, resignation or removal.

On September 6, 2021, pursuant to the terms of a letter agreement (“Independent Director Agreement”) with Mr. Buharoon Al Shamsi, the Company issued 11,550 (1,155 pre-split) shares of Common Stock to Mr. Buharoon Al Shamsi ($75,000 worth of shares of Common Stock at the current market value as per the end of trading day of September 6, 2021).

On September 6, 2021, pursuant to the terms of a letter agreement (“TD Independent Director Agreement”) with Mr. Dunehew, the Company issued 11,550 (1,155 pre-split) shares of Common Stock to Mr. Dunehew ($75,000 worth of shares of Common Stock at the current market value as per the end of trading day of September 6, 2021).

On September 8, 2021, the Board of the Company by Written Consent of the Board of Directors, added two additional Board Positions, bringing the total members of the Board to three and accordingly elected two additional persons to the Board as Directors. Pursuant to the Consent, the Board appointed Mr. Tommy Dunehew and Mr. Khamis Buharoon Al Shamsi as Directors of the Company. Both Mr. Dunehew and Mr. Buharoon Al Shamsi are to receive compensation in the way of shares at $75,000 per annum for their services as Director.

On March 28, 2022, the Board of the Company by Written Consent of the Board of Directors issued 50,000 (5,000 pre-split) shares issued to Charles Sam D’Alberto in exchange for business consulting services.

On July 18, 2022, the Company amended its Articles of Incorporation effectuating a one for ten forward split of the common stock. At the same time the authorized common stock was increased from 75,000,000 to 200,000,000.

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.

On September 8, 2022, Mr. Khamis Buharoon Al Shamsi resigned from the Board of Directors, and on November 1, 2022, by Written Consent of the Board of Directors, was replaced by Mr. Meshal Al-Mulawa.

To date, the Company has sold 16,140 (1,694 pre-split) Shares in the Offering for gross proceeds of $84,700 which originally commenced on or around November 24, 2021 and, for which the Company’s prior 1-A filing was qualified by the Securities and Exchange Commission on November 23, 2021.

Risks Affecting Us

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” beginning on page 20. These risks include, but are not limited to the following:

Our management has raised substantial doubt about our ability to continue as a going concern and our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report with respect to our audited financial statements for the fiscal years ended September 30, 2022 and 2021.

Company Information

Our principal office is located at 31 West 27th Street, 9th Floor, New York, New York 10001 and our phone number is ‪(888) 469-3887. Our corporate website address is www.zeuus.com. Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this Offering Circular.

ZEUUS, Inc., the logos of ZEUUS, Inc., and other trade names, trademarks or service marks of ZEUUS, Inc. and its subsidiaries, appearing in this Offering Circular are the property of ZEUUS, Inc. Trade names, trademarks and service marks of other organizations appearing in this Offering Circular are the property of their respective holders.

THE OFFERING

(1)Unless we indicate otherwise, all information in this Offering Circular is based on 105,515,460 shares of common stock issued and outstanding as of May 30, 2023.

SELECTED HISTORICAL FINANCIAL DATA

The following table presents our selected historical financial data for the periods indicated. The selected historical financial data for the years ended September 30, 2022 and 2021 and the balance sheet data as of September 30, 2022 and 2021 are derived from the audited financial statements. The summary historical financial data for the three months ended December 31, 2022 and 2021 and the balance sheet data as of December 31, 2022 and 2021 are derived from our unaudited financial statements.

Historical results are included for illustrative and informational purposes only and are not necessarily indicative of results we expect in future periods, and results of interim periods are not necessarily indicative of results for the entire year. The data presented below should be read in conjunction with, and are qualified in their entirety by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto included elsewhere in this prospectus.

(1) Working capital (deficit) represents total current assets less total current liabilities

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2022 on an actual basis.

This table should be read in conjunction with the information contained in this Offering Circular, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes thereto appearing elsewhere in this Offering Circular.

RISK FACTORS

The purchase of the securities offered hereby involves a high degree of risk. Each prospective investor should consult his, her or its own counsel, accountant and other advisors as to legal, tax, business, financial, and related aspects of an investment in the securities offered hereby. Prospective investors should carefully consider the following specific risk factors, in addition to the other information set forth in this Offering Circular, before purchasing the securities offered hereby.

Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

ZEUUS has a history of operating losses and its management has concluded that factors raise substantial doubt about its ability to continue as a going concern and the auditor of ZEUUS has included an explanatory paragraph relating to its ability to continue as a going concern in their audit report for the fiscal years ended September 30, 2022 and 2021.

ZEUUS has a history of operating losses and has incurred cash flow deficits. For the fiscal years ended September 30, 2022 and 2021, ZEUUS generated revenues of $0 and $0, respectively, and reported net losses of $833,922 and $360,344, respectively. For the year ended September 30, 2022, we used $715,816 of cash in operating activities compared to $282,239 for the year ended September 30, 2021. For the three months ended December 31, 2022, ZEUUS generated no revenues, reported a net loss of $ 173,772. For the three months ended December 31, 2022, we used $137,134 of cash in operating activities. As noted in the financial statements of ZEUUS, as of December 31, 2022, ZEUUS had an accumulated deficit of $ 1,457,328. There is substantial doubt regarding the ability of ZEUUS to continue as a going concern as a result of its historical recurring losses and negative cash flows from operations as well as its dependence on private equity and financings.

The financial statements of ZEUUS do not include any adjustments that might result from the outcome of this uncertainty. These adjustments would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we are unable to fulfill various operational commitments. In addition, the value of our securities, including common stock issued in this offering, would be greatly impaired. Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing, including funds to be raised in this offering. If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources, we may be unable to continue in business even if this offering is successful. For further discussion about our ability to continue as a going concern and our plan for future liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Going Concern.”

We have a limited operating history, and we may not succeed.

The Company has a limited operating history and there can be no assurance that the Company’s proposed plan of business can be realized in the manner contemplated and, if it cannot be, investors may lose all or a substantial part of their investment. There is no guarantee that the Company will ever realize any significant operating revenues or that its operations will ever be profitable.

We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existing stockholders.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, and other factors, many of which are outside our control. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition, results of operations, and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.

The Company and its management, the US and global economy and the data storage markets were substantially affected by the Coronavirus Pandemic, but are recovering.

In late 2019, a coronavirus (COVID-19) surfaced, reportedly in Wuhan, China. The World Health Organization declared a global emergency on January 30, 2020, with respect to the outbreak, and many states and countries, including the United States, initiated significant restrictions on business operations. The Company faced uncertainty and may continue to do so as the ongoing pandemic may cause significant disruption to US and global markets and businesses. The overall and long-term impacts of the outbreak are unknown and evolving.

This pandemic previously adversely affected our business and this or another pandemic, epidemic, or outbreak of an infectious disease in the United States or another country may adversely affect our business. The spread of a disease could lead to unfavorable economic conditions, which would adversely impact our operations. The extent to which the coronavirus impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge and the actions to contain the coronavirus or treat its impact, among others.

The effects of such widespread infectious disease and pandemic have already caused and may continue to cause or may cause in the future an overall decline in the US and world economy as a whole. The actual effects of the spread of coronavirus or a similar pandemic are difficult to assess as the actual effects will depend on many factors beyond the control and knowledge of the Company. However, the spread of the coronavirus, if it continues, and any future similar occurrence may cause an overall decline in the economy as a whole and therefore may materially harm our Company in the long run.

At the date of this filing there is uncertainty as to the effect of the coronavirus pandemic on the data storage, cloud computing markets in the US, and globally. There is also uncertainty as to what long-term restrictions on the general public or other effects will occur in the market and the economy in general. There is also uncertainty as to what will happen should another health-related outbreak occur in the future.

All of these risks, and many others known or unknown, related to this outbreak, and future outbreaks, pandemics or epidemics, could materially affect the short-term and long-term business of the Company, and your investment.

The markets in which we operate are highly competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be harmed.

The markets in which we operate are rapidly evolving and highly competitive. As these markets continue to mature and new technologies and competitors enter such markets, we expect competition to intensify. Our current competitors include:

● large, well-established, public cloud providers that generally compete in all of our markets, including AWS, Azure, and GCP;

● less-established public and private cloud companies with products that compete in some of our markets;

● other established vendors of legacy database solutions or big data offerings; and

● new or emerging entrants seeking to develop competing technologies.

We will compete based on various factors, including price, performance, breadth of use cases, multi-cloud availability, brand recognition and reputation, customer support, and differentiated capabilities, including ease of implementation and data migration, ease of administration and use, scalability and reliability, data governance, security, and compatibility with existing standards. Many of our competitors have substantially greater brand recognition, customer relationships, and financial, technical, and other resources than we do, and may be able to respond more effectively than us to new or changing opportunities, technologies, standards, customer requirements, and buying practices.

We currently only initially plan to offer our platform on the public clouds provided by AWS, Azure, and GCP, which are also some of our primary competitors. We anticipate a substantial majority of our business is run on the AWS public cloud. There is risk that one or more of these public cloud providers could use their respective control of their public clouds to embed innovations or privileged interoperating capabilities in competing products, bundle competing products, provide us unfavorable pricing, leverage its public cloud customer relationships to exclude us from opportunities, and treat us and our customers differently with respect to terms and conditions or regulatory requirements than it would treat its similarly situated customers. Further, they have the resources to acquire or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies. All of the foregoing could make it difficult or impossible for us to provide products and services that compete favorably with those of the public cloud providers.

For all of these reasons, competition may negatively impact our ability to maintain and grow consumption of our platform or put downward pressure on our prices and gross margins, any of which could materially harm our reputation, business, results of operations, and financial condition.

If we fail to innovate in response to changing customer needs and new technologies and other market requirements, our business, financial condition, and results of operations could be harmed.

We compete in markets that evolve rapidly. We believe that the pace of innovation will continue to accelerate as customers increasingly base their purchases of cloud data platforms on a broad range of factors, including performance and scale, markets addressed, types of data processed, ease of data ingestion, user experience, and data governance and regulatory compliance. Our future success depends on our ability to innovate and increase customer adoption of our platform in these and other areas. Further, the value of our platform to customers is increased to the extent they are able to use it for all of their data. We need to continue to invest in technologies, services, and partnerships that increase the types of data processed on our platform and the ease with which customers can ingest data into our platform. We must also continue to build and enhance our data sharing and data exchange capabilities so customers can share their data with internal business units, customers, and other third parties. In addition, our platform requires third-party public cloud infrastructure to operate. We anticipate initially using public cloud offerings provided by AWS, Azure, and GCP. We will need to continue to innovate to optimize our offerings for these and other public clouds that our customers require, particularly as we expand internationally. Further, the markets in which we compete are subject to evolving industry standards and regulations, resulting in increasing data governance and compliance requirements for us and our customers. To the extent we expand further into the public sector and highly regulated industries, our platform may need to address additional requirements specific to those industries.

If we are unable to enhance our platform to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, more conveniently, or more securely than our platform, our business, financial condition, and results of operations could be adversely affected.

If we or our third-party service providers experience a security breach or unauthorized parties otherwise obtain access to our customers’ data, our data, or our platform, our platform may be perceived as not being secure, our reputation may be harmed, demand for our platform may be reduced, and we may incur significant liabilities.

Our platform will process, store, and transmit our customers’ proprietary and sensitive data, including personal information, protected health information, and financial data. Our platform will be built to be available on the infrastructure of third-party public cloud providers such as AWS, Azure, and GCP. We also plan to use third-party service providers and sub-processors to help us deliver services to our customers and their end-users. These vendors may store or process personal information, protected health information, or other confidential information of our employees, our partners, our customers, or our customers’ end-users. We plan to collect such information from individuals located both in the United States and abroad and may store or process such information outside the country in which it was collected. While we, our third-party cloud providers, and our third-party processors have implemented security measures designed to protect against security breaches, these measures could fail or may be insufficient, resulting in the unauthorized disclosure, modification, misuse, destruction, or loss of our or our customers’ data or other sensitive information. Any security breach of our platform, our operational systems, physical facilities, or the systems of our third-party processors, or the perception that one has occurred, could result in litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business. Even though we do not control the security measures of third parties, we may be responsible for any breach of such measures or suffer reputational harm even where we do not have recourse to the third party that caused the breach. In addition, any failure by our vendors to comply with applicable law or regulations could result in proceedings against us by governmental entities or others.

Cyber-attacks, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, and social engineering (including phishing) are prevalent in our industry and our customers’ industries. In addition, we may experience attacks, unavailable systems, unauthorized access or disclosure due to employee theft or misuse, denial-of-service attacks, sophisticated nation-state and nation-state supported actors, and advanced persistent threat intrusions. The techniques used to sabotage or to obtain unauthorized access to our platform, systems, networks, or physical facilities in which data is stored or through which data is transmitted change frequently, and we may be unable to implement adequate preventative measures or stop security breaches while they are occurring. We may in the future become the target of cyber-attacks by third parties seeking unauthorized access to our or our customers’ data or to disrupt our operations or ability to provide our services.

We will have contractual and legal obligations to notify relevant stakeholders of security breaches. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data. In addition, our agreements with certain customers and partners may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach.

A security breach may cause us to breach customer contracts. Our potential agreements with certain customers may require us to use industry-standard or reasonable measures to safeguard sensitive personal information or confidential information. A security breach could lead to claims by our customers, their end-users, or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action or our customers could end their relationships with us. There can be no assurance that any limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages.

Litigation resulting from security breaches may adversely affect our business. Unauthorized access to our platform, systems, networks, or physical facilities could result in litigation with our customers, our customers’ end-users, or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify our platform capabilities in response to such litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity or availability of our data or the data of our partners, our customers or our customers’ end-users was disrupted, we could incur significant liability, or our platform, systems, or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation.

If we fail to detect or remediate a security breach in a timely manner, or a breach otherwise affects a large amount of data of one or more customers, or if we suffer a cyber-attack that impacts our ability to operate our platform, we may suffer material damage to our reputation, business, financial condition, and results of operations. Further, our insurance coverage, if we obtain insurance, may not be adequate for data security, indemnification obligations, or other liabilities. Our risks are likely to increase as we continue to expand our platform, grow our customer base, and process, store, and transmit increasingly large amounts of proprietary and sensitive data.

We could suffer disruptions, outages, defects, and other performance and quality problems with our platform or with the public cloud and internet infrastructure on which it relies.

Our business depends on our platform to be available without disruption. We may in the future experience disruptions, outages, defects, and other performance and quality problems with our platform. We may in the future experience disruptions, outages, defects, and other performance and quality problems with the public cloud and internet infrastructure on which our platform relies. These problems can be caused by a variety of factors, including introductions of new functionality, vulnerabilities and defects in proprietary and open-source software, human error or misconduct, capacity constraints, design limitations, or denial of service attacks or other security-related incidents.

Further, if our contractual and other business relationships with our public cloud providers are terminated, suspended, or suffer a material change to which we are unable to adapt, such as the elimination of services or features on which we depend, we could be unable to provide our platform and could experience significant delays and incur additional expense in transitioning customers to a different public cloud provider.

Any disruptions, outages, defects, and other performance and quality problems with our platform or with the public cloud and internet infrastructure on which it relies, or any material change in our contractual and other business relationships with our public cloud providers, could result in reduced use of our platform, increased expenses, including service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition, and results of operations.

We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price could decline.

Our results of operations are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may not be indicative of our future performance. In addition to the other risks described herein, factors that may affect our future results of operations include the following:

● fluctuations in demand for or pricing of our platform;

● fluctuations in usage of our platform;

● our ability to attract new customers;

● our ability to retain existing customers;

● customer expansion rates;

● timing, amount, and cost of our investments to expand the capacity of our public cloud providers;

● seasonality;

● investments in new features and functionality;

● fluctuations in customer consumption resulting from our introduction of new features or capabilities to our systems that may impact customer consumption;

● the timing of our customers’ purchases;

● the speed with which customers are able to migrate data onto our platform after purchasing capacity;

● fluctuations or delays in purchasing decisions in anticipation of new products or enhancements by us or our competitors;

● changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions;

● our ability to control costs, including our operating expenses;

● the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses, including commissions;

● the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments, and other non-cash charges;

● the amount and timing of costs associated with recruiting, training, and integrating new employees and retaining and motivating existing employees;

● the effects of acquisitions and their integration;

● general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate;

● health epidemics or pandemics, such as the coronavirus outbreak (COVID-19);

● the impact of new accounting pronouncements;

● changes in regulatory or legal environments that may cause us to incur, among other things, expenses associated with compliance;

● the overall tax rate for our business, which may be affected by the mix of income we earn and in which jurisdictions we earn that income in as some jurisdictions will have comparatively lower tax rates, the effects of stock-based compensation, and the effects of changes in our business;

● the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period;

● fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies;

● fluctuations in the market values of our portfolio investments and in interest rates;

● changes in the competitive dynamics of our market, including consolidation among competitors or customers; and

● significant security breaches of technical difficulties with, or interruptions to, the delivery and use of our platform.

Any of these and other factors, or the cumulative effect of some of these factors, may cause our future results of operations to vary significantly. If our quarterly results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our common stock could decline substantially, and we could face costly lawsuits, including securities class actions.

Sales efforts to large customers involve risks that may not be present or that are present to a lesser extent with respect to sales to smaller organizations.

Sales to large customers involve risks that may not be present or that are present to a lesser extent with sales to smaller organizations, such as longer sales cycles, more complex customer requirements, substantial upfront sales costs, and less predictability in completing some of our sales. For example, large customers may require considerable time to evaluate and test our platform prior to making a purchase decision and placing an order. A number of factors influence the length and variability of our sales cycle, including the need to educate potential customers about the uses and benefits of our platform, the discretionary nature of purchasing and budget cycles, and the competitive nature of evaluation and purchasing approval processes. As a result, the length of our sales cycle, from identification of the opportunity to deal closure, may vary significantly from customer to customer, with sales to large enterprises typically taking longer to complete. Moreover, large customers often begin to deploy our planned products on a limited basis but nevertheless demand implementation services and negotiate pricing discounts, which increase our upfront investment in the sales effort with no guarantee that sales to these customers will justify our substantial upfront investment. If we fail to effectively manage these risks associated with sales cycles and sales to large customers, our business, financial condition, and results of operations may be affected.

Complying with evolving privacy and other data related laws and requirements may be expensive and force us to make adverse changes to our business, and failure to comply with such laws and requirements could result in substantial harm to our business.

Laws and regulations governing data privacy and protection, the use of the Internet as a commercial medium, the use of data in artificial intelligence and machine learning, and data sovereignty requirements are rapidly evolving, extensive, complex, and include inconsistencies and uncertainties. Examples of recent and anticipated developments that have or could impact our business include the following:

● The General Data Protection Regulation (GDPR) took effect in May 2018 and established requirements applicable to the handling of personal information of residents of the European Union (EU).

● The EU has proposed the Regulation on Privacy and Electronic Communications (ePrivacy Regulation), which, if adopted, would impose new obligations on the use of personal information in the context of electronic communications, particularly with respect to online tracking technologies and direct marketing.

● In January 2020, Britain formally left the EU. The United Kingdom’s withdrawal from the EU is commonly referred to as “Brexit.”

● We are following developments in 2020 regarding the frameworks that address the transfer of personal information outside of the EU, including the Privacy Shield framework and the standard contractual clauses.

● In January 2020, the California Consumer Privacy Act (CCPA) took effect, providing California residents increased privacy rights and protections, including the ability to opt out of sales of their personal information. The CCPA may increase our compliance costs and exposure to liability. Other U.S. states are considering adopting similar laws.

● Both U.S. and non-U.S. governments are considering regulating artificial intelligence and machine learning.

● The certifications we plan on obtaining and standards we will have to comply with, including the U.S. Federal Risk and Authorization Management Program, PCI-DSS, ISO/IEC 27001, among others, are becoming more stringent.

These and other similar legal and regulatory developments could contribute to legal and economic uncertainty, affect how we design, market, sell, and operate our platform, how our customers process and share data, how we process and use data, and how we transfer personal data from one jurisdiction to another, which could negatively impact demand for our platform. We may incur substantial costs to comply with such laws and regulations, to meet the demands of our potential customers relating to their own compliance with applicable laws and regulations, and to establish and maintain internal policies, self-certifications, and third-party certifications supporting our compliance programs. Our customers may delegate their GDPR compliance or other privacy law obligations to us via contract, and we may otherwise be required to expend resources to assist our customers with such compliance obligations. In addition, any actual or perceived non-compliance with applicable laws, regulations, policies, and certifications could result in proceedings, investigations, or claims against us by regulatory authorities, customers, or others, leading to reputational harm, significant fines, litigation costs, and damages. For example, if regulators assert that we have failed to comply with the GDPR, we may be subject to fines of up to EUR 20 million or 4% of our worldwide annual revenue, whichever is greater, as well as potential data processing restrictions for a violation of certain GDPR requirements. All of these impacts could have a material adverse effect on our business, financial condition, and results of operations.

We plan to publish privacy policies and other documentation regarding our collection, processing, use, and disclosure of personal information, credit card information, or other confidential information. Although we endeavor to comply with our published policies, certifications, and documentation, we may at times fail to do so or may be perceived to have failed to do so. Moreover, despite our efforts, we may not be successful in achieving compliance if our employees or vendors fail to comply with our published policies, certifications, and documentation. Such failures can subject us to potential international, local, state, and federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices.

Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our business, financial condition, and results of operations.

We have in the past and may in the future seek to acquire or invest in businesses, joint ventures, and platform technologies that we believe could complement or expand our platform, enhance our technology, or otherwise offer growth opportunities. Further, our anticipated proceeds from this offering increase the likelihood that we will devote resources to exploring larger and more complex acquisitions and investments than we have previously attempted. Any such acquisitions or investments may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel, or operations of any acquired companies, particularly if the key personnel of an acquired company choose not to work for us, their software is not easily adapted to work with our platform, or we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise. Any such transactions that we are able to complete may not result in the synergies or other benefits we expect to achieve, which could result in substantial impairment charges. These transactions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our results of operations.

We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the FCPA), U.S. domestic bribery laws, the UK Bribery Act 2010, and other anti-corruption and anti-money laundering laws in the countries in which we conduct business. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. As we increase our international sales and business and sales to the public sector, we may engage with business partners and third-party intermediaries to market our planned products and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third- party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.

While we plan to have policies and procedures to address compliance with such laws, there is a risk that our employees and agents will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we expand internationally, our risks under these laws may increase.

Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from senior management. In addition, noncompliance with anti- corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our business, financial condition, and results of operations could be harmed.

Our intellectual property rights may not protect our business or provide us with a competitive advantage.

To be successful, we must protect our technology and brand in all jurisdictions through trademarks, trade secrets, patents, copyrights, service marks, invention assignments, contractual restrictions, and other intellectual property rights and confidentiality procedures. Despite our efforts to implement these protections, they may not protect our business or provide us with a competitive advantage for a variety of reasons, including:

● the failure by us to obtain patents and other intellectual property rights for important innovations or maintain appropriate confidentiality and other protective measures to establish and maintain our trade secrets;

● uncertainty in, and evolution of, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights;

● potential invalidation of our intellectual property rights through administrative processes or litigation;

● any inability by us to detect infringement or other misappropriation of our intellectual property rights by third parties; and

● other practical, resource, or business limitations on our ability to enforce our rights.

Further, the laws of certain foreign countries, particularly certain developing countries, do not provide the same level of protection of corporate proprietary information and assets, such as intellectual property, trademarks, trade secrets, know-how, and records, as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property or proprietary rights abroad. Additionally, we may also be exposed to material risks of theft or unauthorized reverse engineering of our proprietary information and other intellectual property, including technical data, data sets, or other sensitive information. Our efforts to enforce our intellectual property rights in such foreign countries may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop, which could have a material adverse effect on our business, financial condition, and results of operations. Moreover, if we are unable to prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop any of our trade secrets, we may not be able to establish or maintain a competitive advantage in our market, which could seriously harm our business.

Litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any litigation, whether or not resolved in our favor, could result in significant expense to us, divert the efforts of our technical and management personnel, and result in counterclaims with respect to infringement of intellectual property rights by us. If we are unable to prevent third parties from infringing upon or misappropriating our intellectual property or are required to incur substantial expenses defending our intellectual property rights, our business, financial condition, and results of operations may be materially adversely affected.

We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.

We compete in markets where there are a large number of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights, as well as disputes regarding infringement of these rights. In addition, many of the holders of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights have extensive intellectual property portfolios and greater resources than we do to enforce their rights. As compared to our large competitors, our patent portfolio is current non-existent, as we are just embarking on the phases of the Data Center and may not provide a material deterrent to such assertions or provide us with a strong basis to counterclaim or negotiate settlements. Further, to the extent assertions are made against us by entities that hold patents but are not operating companies, our future patent portfolio may not provide deterrence because such entities are not concerned with counterclaims.

Any intellectual property litigation to which we become a party may require us to do one or more of the following:

● cease selling, licensing, or using products or features that incorporate the intellectual property rights that we allegedly infringe, misappropriate, or violate;

● make substantial payments for legal fees, settlement payments, or other costs or damages, including indemnification of third parties;

● obtain a license or enter into a royalty agreement, either of which may not be available on reasonable terms or at all, in order to obtain the right to sell or use the relevant intellectual property; or

● redesign the allegedly infringing products to avoid infringement, misappropriation, or violation, which could be costly, time-consuming, or impossible.

Intellectual property litigation is typically complex, time consuming, and expensive to resolve and would divert the time and attention of our management and technical personnel. It may also result in adverse publicity, which could harm our reputation and ability to attract or retain customers. As we grow, we may experience a heightened risk of allegations of intellectual property infringement. An adverse result in any litigation claims against us could have a material adverse effect on our business, financial condition, and results of operations.

Any future litigation against us could be costly and time-consuming to defend.

We may become subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes or employment claims made by our current or former employees. Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, financial condition, and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us (including premium increases or the imposition of large deductible or co-insurance requirements). A claim brought against us that is uninsured or underinsured could result in unanticipated costs, potentially harming our business, financial position, and results of operations. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

If we use open-source software inconsistent with our policies and procedures or the license terms applicable to such software, we could be subject to legal expenses, damages, or costly remediation or disruption to our business.

We plan to use some open-source software in our platform. While we plan on having policies and procedures in place governing the use of open-source software, there is a risk that we incorporate open-source software with onerous licensing terms, including the obligation to make our source code available for others to use or modify without compensation to us. If we receive an allegation that we have violated an open-source license, we may incur significant legal expenses, be subject to damages, be required to redesign our product to remove the open- source software, or be required to comply with onerous license restrictions, all of which could have a material impact on our business. Even in the absence of a claim, if we discover the use of open-source software inconsistent with our planned policies, we could expend significant time and resources to replace the open- source software or obtain a commercial license, if available. All of these risks are heightened by the fact that the ownership of open-source software can be uncertain, leading to litigation, and many of the licenses applicable to open-source software have not been interpreted by courts, and these licenses could be construed to impose unanticipated conditions or restrictions on our ability to commercialize our planned products. Any use of open-source software inconsistent with our future policies or licensing terms could harm our business and financial position.

Unfavorable conditions in our industry or the global economy, or reductions in cloud spending, could limit our ability to grow our business and negatively affect our results of operations.

Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers and potential customers. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, international trade relations, pandemic (such as the COVID-19 pandemic), political turmoil, natural catastrophes, warfare, and terrorist attacks on the United States, Europe, the Asia Pacific region, Japan, or elsewhere, could cause a decrease in business investments, including spending on cloud technologies, and negatively affect the growth of our business. Competitors, many of whom are larger and have greater financial resources than we do, may respond to challenging market conditions by lowering prices in an attempt to attract our customers. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry.

Our planned operations are international in scope, creating a variety of operational challenges.

A component of our growth strategy involves the expansion of our operations and customer base internationally. We expect that our international activities will grow as we complete the Data Center and as we continue to pursue opportunities in existing and new international markets, which will require significant dedication of management attention and financial resources.

Our current and future international business and operations involve a variety of risks, including:

● slower than anticipated public cloud adoption by international businesses;

● changes in a specific country’s or region’s political, economic, or legal and regulatory environment, pandemics, tariffs, trade wars, or long-term environmental risks;

● the need to adapt and localize our platform for specific countries;

● greater difficulty collecting accounts receivable and longer payment cycles;

● unexpected changes in trade relations, regulations, or laws;

● new, evolving, and more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Asia;

● differing and potentially more onerous labor regulations;

● challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction;

● difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems;

● increased travel, real estate, infrastructure, and legal compliance costs associated with international operations;

● currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future;

● limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;

● laws and business practices favoring local competitors or general market preferences for local vendors;

● limited or insufficient intellectual property protection or difficulties obtaining, maintaining, protecting, or enforcing our intellectual property rights, including our trademarks and patents;

● political instability or terrorist activities;

● COVID-19 or any other pandemics or epidemics that could result in decreased economic activity in certain markets, decreased use of our planned products and services, or in our decreased ability to import, export, or sell our planned products and services to existing or new customers in international markets;

● exposure to liabilities under anti-corruption and anti-money laundering laws, including the FCPA, U.S. bribery laws, the UK Bribery Act, and similar laws and regulations in other jurisdictions;

● burdens of complying with laws and regulations related to taxation; and

● regulations, adverse tax burdens, and foreign exchange controls that could make it difficult to repatriate earnings and cash.

If we invest substantial time and resources to further expand our international operations and are unable to do so successfully and in a timely manner, our business and results of operations will suffer.

Any failure by management to properly manage growth could have a material adverse effect on our business, operating results and financial condition.

If our business develops as expected, we anticipate that we will grow rapidly in the near future. Our failure to properly manage our expected rapid growth could have a material adverse effect on our ability to retain key personnel. Our expansion could also place significant demands on our management, operations, systems, accounting, internal controls and financial resources. If we experience difficulties in any of these areas, we may not be able to expand our business successfully or effectively manage our growth. Any failure by management to manage growth and to respond to changes in our business could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to attract and retain a sufficient number of skilled engineers and workers our ability to pursue projects may be adversely affected and our costs may increase.

Our rate of growth will be confined by resource limitations as competitors and customers compete for increasingly scarce resources. We believe that our success depends upon our ability to attract, develop and retain a sufficient number of affordable trained engineers that can execute our operational strategy. The demand for trained engineers and other skilled workers is currently high. If we are unable to attract and retain a sufficient number of skilled personnel, our ability to pursue projects may be adversely affected and the costs of performing our existing and future projects may increase, which may adversely impact our margins.

Changes in the economy could have a detrimental impact.

Changes in the general economic climate, both in the United States and internationally, could have a detrimental impact on consumer expenditure and therefore on the Company’s revenue. Recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment, and tax increases) may decrease the disposable income that customers have available to spend on products and services like those of the Company and may adversely affect customers’ confidence and willingness to spend. Any of such events or occurrences could have a material adverse effect on the Company’s financial results and your investment.

The Company’s business model is evolving.

The Company’s business model is unproven and is likely to continue to evolve. Accordingly, the Company’s initial business model may not be successful and may need to be changed. Our ability to generate significant revenues will depend, in large part, on the Company’s ability to successfully market the Company’s services, and products to potential users who may not be convinced of the need for the Company’s products and services or who may be reluctant to rely upon third parties to develop and provide these products. The Company intends to continue to develop the Company’s business model as the Company’s markets continue to evolve.

The Company’s present business and planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that the Company will generate significant revenues or profits.

We are attempting to enter into several new business areas. We plan to address these new business areas with unproven technologies. Our inability to master the technical details of these new technologies could negatively impact our business.

We are attempting to enter several new areas of the data processing and related markets, the production of energy and cyber security. These businesses will require extensive technical expertise. There can be no assurances we will have the capital, personnel resources, or expertise to be successful relative to these advanced technologies.

We only have minimal assets associated with our Energy division and are therefore dependent upon the proceeds of this offering to fund and grow our business.

If we do not sell the shares in this offering, we will have to seek alternative financing or raise additional capital to complete our business plans or abandon them. Funds available to the Company, which have paid operating start-up costs by our directors or officers as well as on-going cash flow received by the Company for the sale of its products. If the event we do not sell all the shares, there can be no assurance that we would be able to raise the additional funding needed to implement our business plan. If we sell only a portion of the shares, the implementation of the business plan will be significantly delayed until we obtain other sources of funding.

We could experience increased competition from existing or new companies in our business, which could create increasing pressures to grow ours.

We compete with many national, regional, and local businesses, and could experience increased competition from existing or new companies in our industry, which could create increasing pressures to grow ours. If we are unable to maintain our competitive position, we could experience downward pressure on prices, lower demand for our services, products, reduced margins, the inability to take advantage of new business opportunities which would harm our operating results. Other factors that could affect our business are:

● Consumer tastes

● National, regional or local economic conditions

● Disposable purchasing power

● Internet Security

● Demographic trends; and

● Increases in the cost of labor and other related costs could adversely affect our operating results.

You should further consider, among other factors, our prospects for success considering the risks and uncertainties encountered by companies that, like us, are in their early stages.

For example, unanticipated expenses, problems, and technical difficulties may occur and they may result in material delays in the operation of our business, concerning our new products. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations where investors may lose their entire investment.

The success of the Company depends on management’s abilities.

The Company will be dependent upon the efforts, experience, contacts, and skills of its officers and certain members of the board of directors and officers. The loss of any such individuals could have a material, adverse effect on the Company, and such loss could occur at any time due to death, disability, resignation, or other reasons.

Loss of key personnel or our inability to attract and retain new qualified personnel could hurt the Company and inhibit our ability to operate and grow successfully.

Our ability to successfully grow our brand depends on our ability to attract and retain professionals with talent, integrity, enthusiasm, and loyalty to our corporate team. If we are unable to attract or retain key personnel, our profitability and growth potential could be harmed. We are highly dependent on the services of our key executive, Bassam A.I. Al-Mutawa, the loss of whom could materially harm our business. If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel, our business may materially suffer. Furthermore, our future success will also depend in part on the continued service of our management personnel and our ability to identify, hire, and retain additional key personnel. We do not carry “key-man” life insurance on the lives of any of our executives or employees.

The lack of independent directors may prevent the Board from being independent in its judgments and decisions and its ability to pursue the Board’s responsibilities without undue influence.

An independent Board can serve as a check on Management, which can limit Management taking unnecessary risks. Furthermore, the lack of other independent directors creates the potential for conflicts between Management and the diligent independent decision-making process of the Board. Furthermore, our lack of additional outside directors deprives our company of the benefits of various viewpoints and experiences when confronting challenges. With no additional directors sitting on the Board of Directors, it may be difficult for the Board to fulfill its traditional role as overseeing Management.

Because directors and officers currently and for the foreseeable future will continue to control the Company, it is not likely that you will be able to elect directors or have any say in the policies of ZEUUS, Inc.

Our shareholders are not entitled to cumulative voting rights. Consequently, the election of directors and all other matters requiring shareholder approval will be decided by majority vote. Before this Offering, the majority of directors and officers of the Company directly controlled all our outstanding common stock voting rights. After the offering, if the maximum number of shares are sold, they will own 66.39% of the issued and outstanding shares and will have substantial voting power over the Company. As a result, they can influence substantially all matters submitted to our stockholders for approval including:

● Election of our board of directors

● Removal of any of our directors

● Amendment of our articles of incorporation or by-laws; and

● Adoption of measures that could delay or prevent a change in control or impede a merger, takeover, or other business combination involving us.

Due to such significant ownership position held by our insiders, new investors may not be able to affect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management.

Conflicts of interest may arise between the Board of Directors and the Company.

Potential conflicts may exist between the Directors and the Company. These conflicts are not limited to the following: Our Board members, of which any or all may be involved in similar investments or have interests in similar entities, may raise capital for others, may serve on the board of other companies that may be a conflict of interest to the Company, may hire affiliates, contractors, vendors or suppliers to provide services to the Company on its behalf.

Although dependent upon certain key personnel, the Company does not have any key man life insurance policies on any such people.

The Company is dependent upon management to conduct its operations and execute its business plan; however, the Company has not purchased any insurance policies for those individuals in the event of their death or disability. Therefore, should any of these key personnel, management, or founders die or become disabled, the Company will not receive any compensation that would assist with such a person’s absence. The loss of such a person could negatively affect the Company and its operations.

The Company has incurred and will likely incur additional debt.

The Company has incurred debt and will likely further incur debt (including secured debt) in the future with the continuing operations of its business. Complying with obligations under such indebtedness may have a material adverse effect on the Company and your investment.

The success of our planned products and services is uncertain.

We have committed, and expect to continue to commit, significant resources and capital to develop and market existing product enhancements and new beverage products. We cannot assure you that we will achieve market acceptance for all our planned products, or of new products that we may offer in the future.

Moreover, these new products may be subject to significant competition with offerings by new and existing competitors. Also, new products and enhancements may pose a variety of challenges and require us to attract additional qualified employees. The failure to successfully develop and market these new products or enhancements could seriously harm our business, financial condition, and results of operations.

Consequently, our results of operations may decline quickly and significantly in response to changes in order patterns or rapid decreases in demand for our planned products.

We anticipate that fluctuations in operating results will continue in the future. The Company’s operating results may vary. We may incur net losses. The Company expects to experience variability in its revenues and net profit. While we fully intend to implement our business plan, we may experience net losses. Factors expected to contribute to this variability include, among other things:

● The general economy

● The regulatory environment affecting our planned products.

● Climate, seasonality and environmental factors

● Consumer demand

● Transportation costs

● Competition in products

The Company’s expenses could increase without a corresponding increase in revenues.

The Company’s operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the Company’s financial results and your investment. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, (5) increases in borrowing costs, and (6) unexpected increases in costs of supplies, goods, materials, construction, equipment or distribution.

Our business is dependent upon continued market acceptance by consumers.

We are substantially dependent on continued market acceptance of our services, and products by consumers. Although we believe that our services and products are gaining increasing consumer acceptance, we cannot predict that this trend will continue in the future.

The Company’s computers, website, or information system breakdown could affect the Company’s business.

The Company’s computers, website, and/or information system breakdowns, as well as cybersecurity attacks, could impair the Company’s ability to service its customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company’s financial results as well as your investment.

Our prior operating results may not be indicative of our future results.

You should not consider prior operating results concerning revenues, net income, or any other measure to be indicative of our future operating results. The timing and amount of future revenues will depend almost entirely on our ability to sell our services and products to new customers. Our future operating results will depend upon many other factors, including:

● The level of product and price competition,

● Our success in expanding our distribution network and managing our growth,

● Our ability to develop and market product enhancements and new products,

● The timing of product enhancements, activities of and acquisitions by competitors,

● The ability to hire additional qualified employees, and

● The timing of such hiring and our ability to control costs.

If the Company’s efforts to build a strong brand and maintain customer satisfaction and loyalty are not successful, it may not be able to attract or retain customers and its business may be harmed.

The Company believes that increasing, maintaining, and enhancing awareness of the Company’s brand is critical to achieving widespread acceptance and success of the Company’s business. Successfully building a brand is a time consuming and expensive endeavor and can be positively and negatively impacted by any number of factors. Some of these factors, such as the quality or pricing of the Company’s products, are at least partially within its control. Other factors will be beyond the Company’s control, yet users may nonetheless attribute those factors to the Company. The Company’s competitors may be able to achieve and maintain brand awareness and market share more quickly and effectively than the Company. Many of these competitors are larger companies and promote their brands and have substantial resources to devote to such efforts including advertising or website product placement more effectively than the Company. If the Company is unable to execute on building a strong brand, it may be difficult to differentiate its business and products from its competitors in the marketplace; therefore its ability to attract and retain customers may be adversely affected and its business may be harmed.

We may not be able to adequately protect our intellectual property, which could harm the value of our brand and branded products and adversely affect our business.

We depend in large part on our brand and branded products and believe that they are very important to our business. We rely on a combination of trademarks, trade secrets, and similar intellectual property rights to protect our brand and branded products. The success of our business depends on our continued ability to use our trademarks to increase brand awareness and further develop our branded products in both domestic and international markets. We have registered or will register, certain trademarks in the United States. We may not be able to adequately protect our trademarks and our use of these trademarks may result in liability for trademark infringement, trademark dilution, or unfair competition. We may from time to time be required to institute litigation to enforce our trademarks or other intellectual property rights or to protect our trade secrets. Such litigation could result in substantial costs and diversion of resources and could negatively affect our sales, profitability, and business results regardless of whether we can successfully enforce our rights.

Additional financing may be necessary for the implementation of the Company’s growth strategy.

Whether the Company is successful in selling the maximum number of Shares in this Offering or not, the Company may require additional debt, equity, or other securities financing to pursue the Company’s growth and business strategies. These growth and business strategies include but are not limited to enhancing the Company’s operating infrastructure and otherwise responding to competitive pressures. Given the Company’s limited operating history, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to the Company. Lack of additional funding could force the Company to curtail substantially the Company’s growth plans. Furthermore, the issuance of additional securities through any future fundraising activities that are undertaken by the Company could dilute the ownership or benefits of ownership of existing Shareholders including, but not limited to reducing the value of shares subscribed for under this Offering.

Our annual financial results could be subject to significant fluctuations depending on various factors, many of which are beyond our control, which could adversely affect our ability to satisfy any debt obligations as they become due.

Our sales and operating results may vary significantly from quarter to quarter and year to year depending on various factors, many of which are beyond our control. These factors include:

● Variations in the timing and volume of our sales

● The timing of expenditures in anticipation of future sales

● Sales promotions by our competitors and us

● Changes in competitive and economic conditions generally

Our financial statements may not be comparable to those of other companies.

Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, our financial statements may not be comparable to companies that comply with public company effective dates, and our stockholders and potential investors may have difficulty in analyzing our operating results if comparing us to such companies.

Despite our significant efforts in product quality control, we face risks of litigation from customers and others in the ordinary course of business, which may divert our financial and management resources.

We plan to obtain commercial product liability insurance that covers up to two million ($2,000,000) in overall damages and one million ($1,000,000) per occurrence. This policy also covers us for general liability for up to $10,000 for damages to equipment and property. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such losses could have a material adverse effect on our business and results of operations.

Any adverse litigation or publicity may negatively impact our financial condition and results of operations.

Claims of illness or injury relating to product quality or handling are common in the consumer products industry. While we believe our processes and high standards of quality control will minimize these instances, there is always a risk of occurrence, and so despite our best efforts to regulate quality control, litigation may occur. In that event, our financial condition, operating results, and cash flows could be harmed.

We do not expect to pay any cash dividends in the foreseeable future.

We intend to retain our future earnings, if any, to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and such other factors as our board of directors deem relevant. Accordingly, investors may need to sell their shares of our common stock to realize a return on their investment, and they may not be able to sell such shares at or above the price paid for them.

We are subject to U.S. and foreign governmental and banking regulations, and our failure to comply with these regulations could adversely affect our business.

The production, labeling, and distribution of the products that the Company distributes are regulated by various federal, state, and local agencies. These governmental authorities may commence regulatory or legal proceedings, which could restrict the permissible scope of the Company’s products, or the ability to sell its products in the future.

The Company is subject to a variety of laws and regulations domestically that involve money laundering, financial recordkeeping, and proceeds of crime, including the U.S. Currency and Foreign Transactions Reporting Act of 1970 (commonly known as the Bank Secrecy Act), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Interrupt and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the United States. Under U.S. federal law, banks or other financial institutions that provide a cannabis-related business with a checking account, debit or credit card, small business loan, or any other service could be found guilty of money laundering, aiding and abetting, or conspiracy. The inability to open bank accounts with certain institutions could materially and adversely affect the business of the Company.

As a result of being a public company, we are subject to additional reporting and corporate governance requirements that will require additional management time, resources and expense.

As a public company we are obligated to file with the SEC annual and quarterly information and other reports that are specified in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are also subject to other reporting and corporate governance requirements under the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder, all of which impose significant compliance and reporting obligations upon us and require us to incur additional expense in order to fulfill such obligations.

We may not have sufficient insurance coverage and an interruption of our business or loss of a significant amount of property could have a material adverse effect on our financial condition and operations.

We currently do not maintain any insurance policies against loss of key personnel and business interruption as well as product liability claims. If such events were to occur, our business, financial performance and financial position may be materially and adversely affected.

We could become involved in claims or litigations that may result in adverse outcomes.

From time-to-time we may be involved in a variety of claims or litigations. Such proceeding may initially be viewed as immaterial but could prove to be material. Litigations are inherently unpredictable and excessive verdicts do occur. Given the inherent uncertainties in litigation, even when we can reasonably estimate the amount of possible loss or range of loss and reasonably estimable loss contingencies, the actual outcome may change in the future due to new developments or changes in approach. In addition, such claims or litigations could involve significant expense and diversion of management’s attention and resources from other matters.

RISKS RELATED TO OUR COMMON STOCK AND THE OFFERING

Our common stock currently trades on the OTC Pink tier of OTC Market Group LLC’s Marketplace under the symbol “ZUUS” where our common stock is eligible for only unsolicited quotes.

Our common stock currently trades on the OTC Pink tier of OTC Market Group LLC’s Marketplace under the symbol “ZUUS” where our common stock is eligible for only unsolicited quotes meaning broker-dealers may publish unsolicited quotes representing limit orders from retail and institutional investors who are not affiliates or insiders of the Company. Unsolicited quotes are only made available to broker-dealers, institutions and other sophisticated investors. Because of these restrictions imposed on our common stock, most investors will not be able to publicly sell their shares. Additionally, they will not have access to bid and ask prices or other information, including trading volume. As such, our shares are illiquid and, as a practical matter, the Company’s stockholders no longer have a public trading market for their shares of common stock. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Our stock has been eligible for only unsolicited quotes since April 19, 2022.

Our stock price is likely to be highly volatile because of several factors, including a limited public float.

The market price of our common stock has been volatile in the past and the market price of our common stock is likely to be highly volatile in the future. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

Any of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

If investors successfully seek rescission, we would face severe financial demands that we may not be able to meet.

Our Shares have not been registered under the Securities Act of 1933, or the Securities Act, and are being offered in reliance upon the exemption provided by Section 3(b) of the Securities Act and Regulation A promulgated thereunder. We represent that this Offering Circular does not contain any untrue statements of material fact or omit to state any material fact necessary to make the statements made, in light of all the circumstances under which they are made, not misleading. However, if this representation is inaccurate with respect to a material fact, if this offering fails to qualify for exemption from registration under the federal securities laws pursuant to Regulation A, or if we fail to register the Offered Shares or find an exemption under the securities laws of each state in which we offer the Offered Shares, each investor may have the right to rescind his, her or its purchase of the Offered Shares and to receive back from the Company his, her or its purchase price with interest. Such investors, however, may be unable to collect on any judgment, and the cost of obtaining such judgment may outweigh the benefits. If investors successfully seek rescission, we would face severe financial demands we may not be able to meet and it may adversely affect any non-rescinding investors.

Our common stock has been in the past, and may be in the future, a “penny stock” under SEC rules. It may be more difficult to resell securities classified as “penny stock.”

Our common stock has been in the past, and may be in the future, a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we successfully list our common stock on a national securities exchange, or maintain a per-share price above $5.00, these “penny stock” rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. If our common stock is a “penny stock,” these requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will not be classified as a “penny stock” in the future.

FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

If we fail to maintain effective internal control over financial reporting, the price of our securities may be adversely affected.

Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in our internal control over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal control over financial reporting may have an adverse impact on the price of our common stock.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act and if we fail to continue to comply, our business could be harmed and the price of our securities could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In the event that our Chief Executive Officer or Chief Financial Officer determines that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence and the market value of our securities may be negatively affected.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. Of the approximately 105,515,460 shares of our common stock outstanding as of May 30, 2023, approximately 25,349,470 common shares are tradable without restriction. Given the limited trading of our common stock, resale of even a small number of shares of our common stock pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our common stock.

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for our shares may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our shares is fixed and will not vary based on the underlying value of our assets at any time. Our Board of Directors has determined the offering price in its sole discretion without the input of an investment bank or other third party. The fixed offering price for our shares has not been based on appraisals of any assets we own or may own, or of our company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for our shares may not be supported by the current value of our company or our assets at any particular time.

The sale and issuance of additional shares of our common stock could cause dilution as well as the value of our common stock to decline.

Investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 200,000,000 shares of common stock. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell or issue more common stock, any investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Company’s common stock could seriously decline in value.

Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.

The market price of shares of our common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The initial public offering price per share will be substantially higher than the pro forma net tangible book value per share of our common stock outstanding prior to this offering. As a result, investors purchasing common stock in this offering will experience immediate dilution of $4.42 per share. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares of common stock. In addition, if we issue additional equity securities, you will experience additional dilution.

Fiduciaries investing the assets of a trust or pension or profit-sharing plan must carefully assess an investment in our Company to ensure compliance with ERISA.

In considering an investment in the Company of a portion of the assets of a trust or a pension or profit-sharing plan qualified under Section 401(a) of the Code and exempt from tax under Section 501(a), a fiduciary should consider (i) whether the investment satisfies the diversification requirements of Section 404 of ERISA; (ii) whether the investment is prudent, since the Offered Shares are not freely transferable and there may not be a market created in which the Offered Shares may be sold or otherwise disposed; and (iii) whether interests in the Company or the underlying assets owned by the Company constitute “Plan Assets” under ERISA. See “ERISA Consideration.”

We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

The principal purposes of this offering is to raise additional capital. We currently intend to use the proceeds we receive from this offering after deducting estimated underwriting discounts and commissions and fees and expenses associated with qualification of offering under Regulation A, including legal, auditing, accounting, transfer agent, and other professional fees, primarily for the (i) funding of business growth initiatives, (ii) funding of marketing expenses, and (iii) working capital and general corporate purposes. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Investors in this offering will need to rely upon the judgment of our management with respect to the use of proceeds. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, results of operations and prospects could be harmed, and the market price of our common stock could decline.

This offering is being conducted on a “best efforts” basis and we may not be able to execute our growth strategy if the $75 million maximum is not sold.

If you invest in the common stock and less than Maximum Offering Amount is sold, the risk of losing your entire investment will be increased. We are offering our common stock on a “best efforts” basis, and we can give no assurance that all of the Offered Shares will be sold. If less than Maximum Offering Amount is sold, we may be unable to fund all the intended uses described in this Offering Circular from the net proceeds anticipated from this offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funding may not be available to us at what we consider to be a reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed by offering net proceeds. No assurance can be given to you that any funds will be invested in this offering other than your own.

Provisions of our amended and restated articles of incorporation and bylaws may delay or prevent a takeover which may not be in the best interests of our stockholders.

Provisions of our amended and restated articles of incorporation and our bylaws, as amended, may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt.

We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms. We cannot assure you of a positive return on investment or that you will not lose the entire amount of your investment in our common stock.

DETERMINATION OF OFFERING PRICE

The public offering price of the Shares was solely determined by us. That public offering price is subject to change as a result of market conditions and other factors. The principal factors considered in determining the public offering price of the shares included:

DIVIDEND POLICY

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends. Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates. You should not purchase our common stock expecting to receive cash dividends. Since we do not anticipate paying dividends, and if we are not successful in establishing an orderly public trading market for our shares, then you may not have any manner to liquidate or receive any payment on your investment. Therefore, our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we may not pay dividends in the foreseeable future, we may have trouble raising additional funds which could affect our ability to expand our business operations.

MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock currently trades on the OTC Pink tier of OTC Market Group LLC’s Marketplace under the symbol “ZUUS” where our common stock is eligible for only unsolicited quotes meaning broker-dealers may publish unsolicited quotes representing limit orders from retail and institutional investors who are not affiliates or insiders of the Company. Unsolicited quotes are only made available to broker-dealers, institutions and other sophisticated investors. Because of these restrictions imposed on our common stock, most investors will not be able to publicly sell their shares. Additionally, they will not have access to bid and ask prices or other information, including trading volume. As such, our shares are illiquid and, as a practical matter, the Company’s stockholders no longer have a public trading market for their shares of common stock. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Our stock has been eligible for only unsolicited quotes since April 19, 2022.

The following table sets forth the range of high and low closing bid quotations for our common stock for each of the periods indicated as reported by the OTC Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions before our common stock became eligible for only unsolicited quotes.

On May [__], 2023, the closing price of our common stock as reported on the OTC Pink was $[__] per share.

Holders of Common Stock

May 30, 2023, there were approximately 105,515,460 shares of common stock issued and outstanding and 50 record holders of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

We have not paid any cash dividends on our common stock and do not currently anticipate paying cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business.

We have 200,000,000 shares of common stock authorized.

Securities Authorized for Issuance Under Equity Compensation Plans

We currently do not have any equity compensation plans.

Stock Split and Increase in Authorized Shares

On July 18, 2022, the Company amended its Articles of Incorporation effectuating a one for ten forward split of the common stock. At the same time the authorized common stock was increased from 75,000,000 to 200,000,000.

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.

Stock Issuances

On September 12, 2016, the Company issued of 1,000,000 shares of restricted common stock to Aleksandr Zausayev, our former secretary in consideration of $1,000. On December 27, 2016, the Company issued 7,000,000 shares of common stocks to our former president and former director, Mr. Antontcev, at a price of $0.001 per share, for net proceeds of $7,000.

In July and August 2017, the Company issued 200,000 shares of its common stock at $0.01 per share for total proceeds of $2,000.

For the year ended September 30, 2018, the Company issued 2,330,000 shares of common stock at $0.01 per share for a proceed of $23,300

On June 1, 2021, we issued 142,890 (14,289 pre-split) shares of our common stock to Andrei Seleznev, Nikolay Alekseev, and Ilia Alekseev under the terms of an Asset Purchase Agreement. The shares were valued at $800,000 based on the average of the closing price per share of our common stock for the 30 trading days prior to the effective date of the agreement.

On October 14, 2021, we issued 33,330 (3,333 pre-split) shares of our common stock to an individual in a private transaction at $1.50 per share ($15.00 per share pre-split) for proceeds of $50,000.

On September 6, 2021, we issued 12,550 (1,155 pre-split) shares to Mr. Buharoon Al Shamsi pursuant to the former Independent Director Agreement, and on the same date we issued 12,550 (1,155 pre-split) shares to Mr. Dunehew pursuant to the TD Independent Director Agreement ($75,000 worth of shares of Common Stock to each at the current market value as per the end of trading day of September 6, 2021).

On March 28, 2022, the Board of the Company by Written Consent of the Board of Directors issued 50,000 (5,000 pre-split) shares issued to Charles Sam D’Alberto in exchange for business consulting services.

The issuances were made pursuant to an exemption from registration as set forth in 506 of Regulation D and Section 4(2) of the Securities Act.

To date, the Company has sold 16,140 Shares in the Offering for gross proceeds of $80,700 which originally commenced on or around November 24, 2021 and, for which the Company’s prior 1-A filing was qualified by the Securities and Exchange Commission on November 23, 2021.

These issuances were made pursuant to an exemption from registration provided by Section 3(b)(2) of the Securities Act of 1933, as amended and Regulation A promulgated thereunder.

ITEM 4: DILUTION

DILUTION

Dilution is the amount by which the offering price paid by purchasers of common stock sold in this offering will exceed the pro forma net tangible book value per share of common stock after the offering. As of December 31, 2022, our net tangible book value was a deficit of approximately $1,319,033, or $0.01 per share. Net tangible book value is the value of our total tangible assets less total liabilities.

Based on the initial offering price of $5.00 per one share of common stock, on an as adjusted basis as of December 31, 2022, after giving effect to the offering of shares of common stock and the application of the related net proceeds, our net tangible book value would be:

(i) $69,691,967, or $0.59 per share of common stock, assuming the sale of 100% of the shares offered (15,000,000 shares) with net proceeds in the amount of $71,011,000 after deducting estimated broker commissions of $2,250,000 and estimated offering expenses of $1,739,000;

(ii) $51,887,467, or $0.46 per share of common stock, assuming the sale of 75% of the shares offered (11,250,000 shares) with net proceeds in the amount of $53,206,500 after deducting estimated broker commissions of $1,687,500 and estimated offering expenses of $1,356,000;

(iii) $34,074,967, or $0.29 per share of common stock, assuming the sale of 50% of the shares offered (7,500,000 shares) with net proceeds in the amount of $35,394,000 after deducting estimated broker commissions of $1,125,000 and estimated offering expenses of $981,000; and

(iv) $16,262,467, or $0.15 per share of common stock, assuming the sale of 25% of the shares offered (3,750,000 shares) with net proceeds in the amount of $17,581,500 after deducting estimated broker commissions of $562,500 and estimated offering expenses of $606,000.

Purchasers of shares of common stock in this offering will experience immediate and substantial dilution in net tangible book value per share for financial accounting purposes, as illustrated in the following table on an approximate dollar per share basis, depending upon whether we sell 100%, 75%, 50%, or 25% of the shares being offered in this offering:

The following tables sets forth depending upon whether we sell 100%, 75%, 50%, or 25% of the shares being offered in this offering, as of December 31, 2022, the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by existing stockholders and to be paid by new investors purchasing shares of common stock in this offering, after giving pro forma effect to the new investors in this offering at the offering price of $5.00 per share of common stock, together with the total consideration paid an average price per share paid by each of these groups, before deducting estimated broker commissions and estimated offering expenses.

The foregoing discussion and tables assume immediately prior to the completion of this Offering the exercise of all outstanding options to purchase 10,095,000 shares of Common Stock at a weighted-average exercise price of $0.302 per share.

ITEM 5: PLAN OF DISTRIBUTION

The Offering will be Sold by Our Officers and Directors

We are offering up to a total of 15,000,000 shares (“Shares”) of common stock. The Shares being offered by the Company will be sold at the fixed price of $5.00 per share until the completion of this Offering. We expect to commence the sale of the Shares as of the date on which the Offering Statement of which this Offering Circular is a part is declared qualified by the SEC. The Offering is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business 90 days after the date that this Offering is deemed qualified by the SEC, unless sooner terminated or extended for additional 90 day-incremental periods in the sole discretion of the Company. The initial 90-day offering period and any additional 90 day-incremental offering periods will, in the aggregate, not exceed 24 months from the date of this Offering Circular, pursuant to Rule 251(d)(3) of Regulation A. There are no specific events which might trigger our decision to terminate the offering. To date, the Company has sold 1,694 Shares in the Offering for gross proceeds of $84,700, which originally commenced on or around November 24, 2021 and, for which the Company’s prior 1-A filing was qualified by the Securities and Exchange Commission on November 23, 2021.

The Shares are being offered by us on a direct primary, self-underwritten basis (that is, without the use of a broker-dealer) and there can be no assurance that all or any of the Shares offered will be subscribed. If less than the maximum proceeds are available to us, our development and prospects could be adversely affected. There is no minimum offering required for this offering to close. The minimum investment amount per investor is $1,000 (200 shares of common stock); however, we can waive the minimum purchase requirement on a case to case basis in our sole discretion. The subscriptions, once received, are irrevocable.

We cannot assure you that all or any of the Shares offered under this prospectus will be sold. No one has committed to purchase any of the Shares offered. Therefore, we may sell only a nominal amount of Shares, in which case our ability to execute our business plan might be negatively impacted. We reserve the right to withdraw or cancel this offering and to accept or reject any subscription in whole or in part, for any reason or for no reason. Subscriptions will be accepted or rejected promptly. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions.

We will sell the Shares in this Offering through our officers and directors, who intend to offer them using this Offering Circular and a subscription agreement as the only materials to offer potential investors. The officers and directors that offer Shares on our behalf may be deemed to be underwriters of this offering within the meaning of Section 2(11) of the Securities Act. The officers and directors engaged in the sale of the securities will receive no commission from the sale of the Shares nor will they register as broker-dealers pursuant to Section 15 of the Exchange Act in reliance upon Rule 3(a)4-1. Rule 3(a)4-1 sets forth those conditions under which a person associated with an issuer may participate in the Offering of the issuer’s securities and not be deemed to be a broker-dealer. Our officers and directors satisfy the requirements of Rule 3(a)4-1 in that:

As long as we satisfy all of these conditions, we believe that we satisfy the requirements of Rule 3(a)4-1 of the Exchange Act.

As our officers and directors will sell the Shares being offered pursuant to this offering, Regulation M prohibits us and our officers and directors from certain types of trading activities during the time of distribution of our securities. Specifically, Regulation M prohibits our officers and directors from bidding for or purchasing any common stock or attempting to induce any other person to purchase any common stock, until the distribution of our securities pursuant to this offering has ended.

Broker-Dealer and Administrative Services

The Company has engaged Dalmore Group, LLC, a New York limited liability company and broker-dealer registered with the SEC and a member of FINRA (“Dalmore”), to provide broker-dealer and administrative services related to operations and compliance, but not underwriting or placement agent services, in all 50 states, District of Columbia and the territories of the United States in connection with this Offering. The administrative services Dalmore will provide include the review of investor information, including Know Your Customer data, Anti-Money Laundering and other compliance checks, and the review of subscription agreements and investor information. As compensation for these broker-dealer and administrative services, the Company agreed to pay Dalmore a one-time consulting fee of $20,000 for general consulting services related to the Offering and a one-time due diligence fee in the amount of $5,000, plus a 1.00% on the aggregate amount raised by the Company in this Offerings, as described in the Broker-Dealer Agreement between the Company and Dalmore. Please note that the one-time $5,000 due diligence fee to Dalmore was paid upon execution of the Broker-Dealer Agreement with Dalmore on October 8, 2021. To date, the Company has paid Dalmore a total of $36,750 in connection with the Offering, consisting of a one-time consulting fee of $20,000 for general consulting services related to the Offering, a one-time due diligence fee in the amount of $5,000, ana a FINRA filing fee of $11,750.

We reserve the right to use licensed broker-dealers or members of FINRA, acting as underwriters or placement agents, in which event the broker-dealers will also conduct the Offering on a “best efforts” basis, and pay such broker-dealers a cash commission of up to 2.00% of the gross proceeds raised by such broker-dealers. For purposes of clarification, such commission would be in addition to the commission to be paid to Dalmore, resulting in a potential aggregate commission of up to 3.00% on the aggregate amount raised in this Offering.

Technology Services

The Company has engaged Novation Solutions Inc. (O/A DealMaker) (“Technology Agent”) to provide certain technology services to the Company in connection with the Offering, including the online platform of the Technology Agent. After the qualification by the SEC of the Offering Statement of which this Offering Circular is a part, the Offering will be conducted in part on the online platform of the Technology Agent through the Investor Relations page of our website at www.zeuus.com, whereby investors will receive, review, execute and deliver subscription agreements electronically as well as make payment of the purchase price by ACH debit transfer or wire transfer to an account designated by the Company. There is no escrow established for this Offering. We will hold closings upon the receipt of investors’ subscriptions and acceptance of such subscriptions by the Company. If, on the initial closing date, we have sold less than the Maximum Offering, then we may hold one or more additional closings for additional sales, until the earlier of: (i) the sale of the Maximum Offering, or (ii) the Termination Date. Funds will be promptly refunded without interest, for sales that are not consummated. We will pay certain itemized technology fees to Technology Agent for these services, including: (i) $10,000 for a one-time set up fee for the DealMaker Platform; (ii) a $2,000 monthly subscription fee for the DealMaker Platform and (iii) $15 per electronic signature executed on the DealMaker Platform and $15 for each payment reconciled on the DealMaker Platform. Additionally, we agreed to pay the Technology Agent $2.50 per each AML search for an individual and $25.00 per each AML search for an entity, that they conduct, in addition to the following processing fees with regard to payments made on the DealMaker Platform:

● Secure Bank-to-Bank Payments – 2.00%

● Credit Card Processing – 4.50%

● Per Investor Refund Fee –$50.00

● Failed Payment Fee – $5.00

● Reconciliation Report – $250.00

Technology Agent is not participating as an underwriter or placement agent of the Offering and will not solicit any investment in the company, recommend the Company’s securities, or provide investment advice to any prospective investor, or distribute the Offering Circular or other offering materials to investors. All inquiries regarding this offering or escrow should be made directly to the Company or the Placement Agent.

Transfer Agent and Registrar

VStock Transfer, LLC (“Transfer Agent”) is our transfer agent and registrar for our common stock in this Offering.

The Transfer Agent’s address is at 18 Lafayette Place, Woodmere, New York, 11598 and its telephone number is (212) 828-8436.

We will pay certain itemized fees to the Transfer Agent for these transfer agent services, including (i) $4,000 charged for each 200 book-entry issuances under the Offering (estimated to total up to $1,500,000, which was estimated assuming that there is a maximum of 75,000 investors) to cover transfer agent closing costs of this Offering and (ii) an ongoing account maintenance fee per month depending on the number of holder accounts as set forth below to cover the administration of services in accordance with that certain Transfer Agent and Registrar Agreement, dated January 29, 2018, between Transfer Agent and the Company:

The monthly ongoing account maintenance fee includes Deposit/Withdrawal at Custodian (DWAC) services including Direct Registration System (DRS)/DWAC monthly maintenance and issuances. DWAC is an electronic transaction system run by The Depository Trust Company (DTC) that makes it possible to transfer new shares or paper share certificates between broker/dealers or custodial banks, the DTC participants, and the issuer’s transfer agent.

A service fee of $75.00 will be charged by the Transfer Agent to the shareholder to process a DRS or DWAC transaction. In addition, a fee of $35.00 will be charged by the Transfer Agent to a shareholder to issue shares in certificated form.

Stock Certificates

Ownership of the Shares will be “book-entry” only form, meaning that ownership interests shall be recorded by the Transfer Agent, and kept only on the books and records of Transfer Agent. There will be no cost to the Subscriber to hold the shares, in book entry, on the books of the company. No physical certificates shall be issued, nor received, by Transfer Agent or any other person. The Transfer Agent records and maintains securities of Company in book-entry form only. Book-entry form means the Transfer Agent maintains shares on an investor’s behalf without issuing or receiving physical certificates. Securities that are held in un-certificated book-entry form have the same rights and privileges as those held in certificate form, but the added convenience of electronic transactions (e.g. transferring ownership positions between a broker-dealer and the Transfer Agent), as well as reducing risks and costs required to store, manage, process and replace lost or stolen securities certificates. Transfer Agent shall send out email confirmations of positions and notifications of changes “from” Company upon each and every event affecting any person’s ownership interest, with a footer referencing Transfer Agent.

ERISA Considerations

Special considerations apply when contemplating the purchase of Shares of our common stock on behalf of employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts (“IRAs”) and other arrangements that are subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA, and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”). A person considering the purchase of the Shares on behalf of a Plan is urged to consult with tax and ERISA counsel regarding the effect of such purchase and, further, to determine that such a purchase will not result in a prohibited transaction under ERISA, the Code or a violation of some other provision of ERISA, the Code or other applicable law. We will rely on such determination made by such persons, although no Shares of our common stock will be sold to any Plans if management believes that such sale will result in a prohibited transaction under ERISA or the Code.

Foreign Regulatory Restrictions on Purchase of the Shares

We have not taken any action to permit a public offering of our Shares outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to this offering of Shares and the distribution of the prospectus outside the United States.

Investment Amount Limitations

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, you are encouraged to refer to www.investor.gov.

As a Tier 2, Regulation A offering, investors must comply with the 10% limitation to investment in the offering. The only investor in this offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you should qualify as an Accredited Investor:

Offering Period and Expiration Date

We expect to commence the sale of the Shares as of the date on which the Offering Statement of which this Offering Circular is a part is declared qualified by the SEC. The Offering is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business 90 days after the date that this Offering is deemed qualified by the SEC, unless sooner terminated or extended for additional 90 day-incremental periods in the sole discretion of the Company (“Termination Date”). The initial 90-day offering period and any additional 90 day-incremental offering periods will, in the aggregate, not exceed 24 months from the date of this Offering Circular, pursuant to Rule 251(d)(3) of Regulation A.

Testing the Waters

We will use our existing website, www.zeuus.com to provide notification of this anticipated Offering. Prior to the qualification of the Offering by the SEC, if you desire information about this anticipated Offering, you may go to the Investor Relations page at www.zeuus.com and click on the “Reserve Your Shares” button (our website will redirect you, as a prospective investor, via the “Reserve Your Shares” button to our online platform landing page on the website) where prospective investors are asked to provide certain information about themselves, such as his, her or its name, phone number, e-mail address, zip code and the amount of shares of interest, constituting a non-binding indication of interest (“Potential Investors”). This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on our online platform. All Potential Investors have received and will continue to receive a series of comprehensive educational emails explaining the entire process and procedures for subscribing in the Offering and “what to expect” on our online platform. Upon qualification by the SEC, Potential Investors will be invited to participate in subscribing in the Offering (set forth below).

Procedures for Subscribing

After the qualification by the SEC of the Offering Statement of which this Offering Circular is a part, if you decide to subscribe for any Shares in this Offering, you should:

Go to the Investor Relations page of our website at www.zeuus.com and click on the “Invest” button (our website will redirect you, as an investor, via the “Invest” button to our online platform landing page on the website) and follow the links and procedures as described on the website to invest.

The website will direct interested investors to receive (upon their acknowledgement that they have had the opportunity to review this Offering Circular), review, execute and deliver subscription agreements electronically.

Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making any final investment decision. We will not accept any money until the SEC declares the Offering Statement of which this Offering Circular forms a part as qualified.

We anticipate that we may hold one or more closings for purchases of the Shares until the offering is fully subscribed or we terminate the Offering. Participating broker-dealers will submit a subscriber’s form(s) of payment generally by noon of the next business day following receipt of the subscriber’s subscription agreement and form(s) of payment.

You will be required to represent and warrant in your subscription agreement that you are an accredited investor as defined under Rule 501 of Regulation D or that your investment in the shares of common stock does not exceed 10% of your net worth or annual income, whichever is greater, if you are a natural person, or 10% of your revenues or net assets, whichever is greater, calculated as of your most recent fiscal year if you are a non-natural person. By completing and executing your subscription agreement you will also acknowledge and represent that you have received a copy of this Offering Circular, you are purchasing the shares of common stock for your own account and that your rights and responsibilities regarding your shares of common stock will be governed by our chart and bylaws, each filed as an exhibit to the Offering Circular of which this Offering Circular is a part.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to an account designated by the Company, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

NOTE: For the purposes of calculating your Net Worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Shares.

In order to purchase Shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that he is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this offering.

Selling Restrictions

Notice to Prospective Investors in Bahrain

This offer is a private placement. It is not subject to regulations of the Central Bank of Bahrain that apply to public offerings of securities and the extensive disclosure requirements and other protections that such regulations contain. This prospectus is therefore intended only for “accredited investors.”

The shares of common stock offered by way of this private placement may only be offered in minimum subscriptions of US$1,000 (or the equivalent in other currencies).

The Central Bank of Bahrain assumes no responsibility for the accuracy and completeness of the statements and information contained in this prospectus and expressly disclaims any liability whatsoever for any loss or damage howsoever arising from reliance upon the whole or any part of the contents of this prospectus.

Our Board of Directors and management accept responsibility for the information contained in this prospectus. To the best of the knowledge and belief of our Board of Directors and management, who have taken all reasonable care to ensure that such is the case, the information contained in this prospectus is in accordance with the facts and does not omit anything likely to affect the reliability of such information.

Notice to Prospective Investors in Qatar

In the State of Qatar, the offer of the shares of common stock is made on an exclusive basis to the specifically intended recipient thereof, upon that person’s request and initiative, for personal use only and will not be provided, offered, sold or delivered, at any time, directly or indirectly in the State of Qatar to any other person. This offer shall in no way be construed as a general public offer for the sale of securities to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the shares of common stock have not been registered with, approved or licensed by the Qatar Central Bank or the Qatar Financial Markets Authority or any other regulator in the State of Qatar and may not be publicly distributed. The information contained in this prospectus is for the recipient only and may not be shared with any third party in Qatar. They are not for general circulation in the State of Qatar, and any distribution or reproduction of this prospectus by the recipient to third parties in Qatar is not permitted and shall be at the liability of such recipient.

Notice to Prospective Investors in Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority.

The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorized financial adviser.

Notice to Prospective Investors in United Arab Emirates

UAE. This offering has not been approved or licensed by the Central Bank of the United Arab Emirates (“UAE”), the Securities and Commodities Authority of the UAE and/or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in particular the Dubai Financial Services Authority (“DFSA”), a regulatory authority of the Dubai International Financial Centre (“DIFC”). This offering does not constitute a public offer of shares in the UAE, DIFC and/or any other free zone in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended), DFSA Offered Securities Rules and NASDAQ Dubai Listing Rules, or otherwise. The shares of common stock may not be offered to the public in the UAE and/or any of the free zones. The shares of common stock may be offered and issued only to a limited number of investors in the UAE or any of its free zones who qualify as sophisticated investors under the relevant laws and regulations of the UAE or the free zone concerned.

Dubai International Financial Centre. This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This prospectus is intended for distribution only to Persons of a type specified in those rules. It must not be delivered to, or relied on by, any other Person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not approved this prospectus nor taken steps to verify the information set out in it, and has no responsibility for it. The shares of common stock to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares of common stock offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial adviser.

Notice to prospective investors in Canada

The offering of the Shares in Canada is being made on a private placement basis in reliance on exemptions from the prospectus requirements under the securities laws of each applicable Canadian province and territory where the Common Stock may be offered and sold, and therein may only be made with investors that are purchasing as principal and that qualify as both an “accredited investor” as such term is defined in National Instrument 45-106 Prospectus and Registration Exemptions and as a “permitted client” as such term is defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligation. Any offer and sale of the Shares in any province or territory of Canada may only be made through a dealer that is properly registered under the securities legislation of the applicable province or territory wherein the Shares is offered and/or sold or, alternatively, by a dealer that qualifies under and is relying upon an exemption from the registration requirements therein.

Any resale of the Shares by an investor resident in Canada must be made in accordance with applicable Canadian securities laws, which may require resales to be made in accordance with prospectus and registration requirements, statutory exemptions from the prospectus and registration requirements or under a discretionary exemption from the prospectus and registration requirements granted by the applicable Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Shares outside of Canada.

Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

Notice to prospective investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), no offer of Shares may be made to the public in that Relevant Member State other than:

Each person in a Relevant Member State who initially acquires any Shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the Shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This offering circular has been prepared on the basis that any offer of Shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Shares. Accordingly, any person making or intending to make an offer in that Relevant Member State of Shares which are the subject of the offering contemplated in this offering circular may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. The Company has not authorized, nor does it authorize, the making of any offer of Shares in circumstances in which an obligation arises for the Company to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase or subscribe the Shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to prospective investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Switzerland

The Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the Shares or this offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to this offering, the Company, the Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of Shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of Shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Shares.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to this offering. This offering circular does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the Shares may only be made to persons, or the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Shares without disclosure to investors under Chapter 6D of the Corporations Act.

The Shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under this offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Shares must observe such Australian on-sale restrictions.

This offering circular contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this offering circular is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to prospective investors in China

This offering circular does not constitute a public offer of the Shares, whether by sale or subscription, in the People’s Republic of China (the “PRC”). The Shares are not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC.

Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the Shares or any beneficial interest therein without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.

Notice to Prospective Investors in Hong Kong

The Shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the Shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Japan

The Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Singapore

This offering circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this offering circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Shares may not be circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Shares pursuant to an offer made under Section 275 of the SFA except:

(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b) where no consideration is or will be given for the transfer;

(c) where the transfer is by operation of law;

(d) as specified in Section 276(7) of the SFA; or

(e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

ITEM 6: USE OF PROCEEDS TO ISSUER

We intend to use the net proceeds to fund (i) the construction of data centers, (ii) the acquisition and refurbishment of data centers, (iii) acquisition and/or construction of green energy sources; (iv) possible strategic acquisition of green technology opportunities, and (v) working capital and general corporate purposes. In the event that we sell less than the maximum shares offered in the Offering, our first priority is to pay fees associated with the qualification of this Offering under Regulation A. No proceeds will be used to compensate or otherwise make payments to officers or directors except for ordinary payments under employment or consulting agreements.

If all of the Shares are sold in this Offering on a “self-underwritten” basis through our officers and directors with the assistance of Dalmore for compliance brokerage services (but without utilizing broker-dealers acting as underwriters or placement agents) to sell the Shares, we expect to receive net proceeds from this Offering of approximately $72,511,000 after deducting estimated underwriting discounts and commissions to Dalmore in the amount of $750,000 (1.00% of the gross proceeds of the Offering), one time fees payable to Dalmore totaling $25,000 and the fees and expenses associated with qualification of Offering under Regulation A of up to $1,706,000, including legal, auditing, accounting, transfer agent, and other professional fees. If all of the Shares are sold in this Offering with the assistance of Dalmore for compliance brokerage services and through broker-dealers acting as underwriters or placement agents, we expect to receive net proceeds from this Offering of approximately $71,011,000 after deducting estimated underwriting discounts and commissions to Dalmore and the broker-dealers in the amount of $2,250,000 (3.00% of the gross proceeds of the Offering) and the fees and expenses associated with qualification of Offering under Regulation A of up to $1,739,000, including legal, auditing, accounting, transfer agent, and other professional fees as well as the one time fees payable to Dalmore. However, we cannot guarantee that we will sell all of the Shares being offered by us. The following table summarizes how we anticipate using the gross proceeds of this Offering assuming the Shares are sold in this Offering with the assistance of Dalmore and through broker-dealers acting as underwriters or placement agents, depending upon whether we sell 25%, 50%, 75%, or 100% of the shares being offered in the Offering:

Because the offering is being made on a “best efforts” basis, without a minimum offering amount, the Company may close the offering without sufficient funds for all the intended purposes set out above. In such an event, the Company will adjust its use of proceeds by reducing the amount of proceeds to be used towards (i) the construction of data centers, (ii) the acquisition and refurbishment of data centers, (iii) acquisition and/or construction of green energy sources; (iv) possible strategic acquisition of green technology opportunities, and (v) working capital and general corporate purposes. The Company reserves the right to change the above use of proceeds if management believes it is in the best interests of the Company. The intended use of proceeds in this section takes into account the potential impacts of COVID-19.

Pending our use of the net proceeds from this Offering, we may invest the net proceeds in a variety of capital preservation investments, including without limitation short-term, investment grade, interest bearing instruments and United States government securities and including investments in related parties.

ITEM 7: DESCRIPTION OF BUSINESS

OVERVIEW

ZEUUS INC.’s vision is to grow and operate many data centers, provide power and cooling for these facilities and have in house cyber security systems to protect customer data. The Company is currently on a mission seeking to acquire data centers. Data centers will be a core component of the Company. The ZEUUS Chairman and Board have met with multiple data center companies for acquisition, knowledge and potential partnerships, but no agreements have been reached at this time. The Company is also in advanced discussions to partner or buy an existing cyber security company. However, no agreement has been reached at this time. Data centers require a massive amount of electricity to run and cool these facilities, and accordingly ZEUUS decided to go into the green energy business aiming to reduce cost of data center operations and enhance value.

ZEUUS currently owns and operates a green energy design and development facility located in Montenegro. The Company has created a prototype industrial wind turbine system that is ready to enter final stages of testing before going into production. ZEUUS feels this new technology will revolutionize the wind energy market space. The plan is to partner with an existing US manufacturer to build the turbine systems for sale and distribution. ZEUUS Scientist are also now in the process of development a smaller wind turbine system intended for home use. Three patent applications have been submitted to US Patent office for review and approval.

We will offer customers an integrated set of products and services that enable customers to host and securely maintain their valuable and critical data. We will also provide customers with a comprehensive set of cybersecurity solutions and digital services applications. We will provide our planned products and services through the following three complimentary divisions:

● ZEUUS Data Centers, a division focused on acquiring and operating data centers in many countries to provide customers with access to latest technologies in data centers and related data center services such as co-location and cloud hosting.

● ZEUUS Energy, a division dedicated for the development of wind energy products. We are seeking to commercialize 3 unique Patent Pending technologies that offer an innovative solution for powering industrial buildings, homes, and data centers with green energy.

● ZEUUS Cyber Security, a division focused on cybersecurity and securing customer data hosted in Zeuus data centers ensuring customers can securely access their hosted data that are fully protected in Zeuus data centers. ZEUUS Cyber Security will provide scalable cloud identity management services, services to protect data and a comprehensive set of integrated security devices to protect customers data at their own premises: filtering, virtual private networks (VPN), security email, content management, firewall, IDS and IPS services.

For the fiscal years ended September 30, 2022 and 2021, ZEUUS generated revenues of $0 and $0, respectively, and reported net losses of $833,922 and $360,344, respectively. For the year ended September 30, 2022, we used $715,816 of cash in operating activities compared to $282,239 for the year ended September 30, 2021. For the three months ended December 31, 2022, ZEUUS generated no revenues, reported a net loss of $ 173,772. For the three months ended December 31, 2022, we used $137,134 of cash in operating activities. As noted in the financial statements of ZEUUS, as of December 31, 2022, ZEUUS had an accumulated deficit of $ 1,457,328. There is substantial doubt regarding the ability of ZEUUS to continue as a going concern as a result of its historical recurring losses and negative cash flows from operations as well as its dependence on private equity and financings. See “Risk Factors— ZEUUS has a history of operating losses and its management has concluded that factors raise substantial doubt about its ability to continue as a going concern and the auditor of ZEUUS has included explanatory paragraphs relating to its ability to continue as a going concern in its audit report for the fiscal years ended September 30, 2022 and 2021.”

CORPORATE STRUCTURE

BUSINESS STRATEGY

With the massive increase in the amount of data driven by digitalization, comes the risks to such data and the necessary protection of such data. Data has become more essential to governments and organizations driven by Video, Internet of Things (“IoT”), Big Data, Artificial Intelligence (“A.I.”) and Machine Learning (“ML”) algorithms. More data has been created in the last 2 years than ever before.

Through our innovative modern data center centric approach, we will deliver the necessities to enable data driven centric businesses. Our comprehensive plan is driven by a team of experienced and talented individuals to ensure our success and growth targets.

We realize that generating a revenue stream from the data center division will require time as we will need to acquire or construct the new data centers. The data center industry has been evolving in recent years to accommodate hyper-scale cloud firms, cultivate eco-systems, and fulfill new demands arising from technologies such as A.I. and IoT.

With growing requirements for cloud services, as well as the storage and processing of data, 2023 is experiencing an increasing demand across the global services and multi-tenant datacenter (MTDC) industry. Meeting this demand is becoming increasingly complex and challenging for the current providers trying to cope with the technological development and increasing demand for processing power and high-performance computing capabilities.

Enterprises now realize the value that comes with having so many integral services located within one provider or in one datacenter and are increasingly considering co-location as a way to access multi-services and multi-cloud architectures. These dynamics (cloud, service provider, and enterprise demand) generate significant demand for highly scalable data centers capable of meeting the needs and offering customers a secure and reliable environment to manage their data.

Looking beyond 2023, continued adoption of the cloud, the rise of IoT, and the massive amounts of data to be created, processed, and stored will continue to create demand for data center space, data center suppliers, and service and network providers.

We launched market research to identify the market segment that has potential growth and where current market providers have a challenge in meeting the market needs. Our study took a holistic approach to look at the demand for data center services and which services that have greater growth potential and looked at the industries driving such demand to ensure that we meet these industry-specific requirements. As data centers consume significate energy to operate, we also studied different approaches to improve power consumption and use sustainable green energy that has a low impact on the environment.

STRENGTHS

We believe ZEUUS understands the data challenges and has created a concept to provide an end-to-end solution to address it effectively. The unique value of our company comes from its holistic and integrated approach to address data via:

● modern housing via data center

● safe keeping via cyber security

● cloud as a solution rather than a product delivers a higher abstraction layer

● efficient and sustainable cost model supported by green energy

HIGH-LEVEL MARKET SIZE FORECAST

The research shows that the traditional Data Centers market has potential growth for the three market segments in the next five years to exceed $500 billion.

Cloud Computing Market

● Cloud Computing Market is expected to reach $383,789 US dollars by the end of 2026.

● Compound Annual Growth Rate CAGR of 29.2% during 2021-2026.

Data Center Co Location Market

● The global Data Center Colocation market size is expected to gain market growth and expected to reach USD 46 Billion by 2025.

● Compound Annual Growth Rate (CAGR) of 14.2%

Cloud Storage Market

● The global cloud storage market is projected to grow from USD 50.1 billion in 2020 to USD 137.3 billion by 2025

● Compound Annual Growth Rate (CAGR) of 22.3%

Growth Drivers

● Increasing demand for Cloud service and the high adoption of cloud storage

● Growth in Co-location services

● Traditional data centers’ limited ability to meet the increasing demand for extensive processing power needed for new technologies.

The second part of the forecast for new domains of Data Centers business that will experience significant growth and high level of adoptions.

TARGET MARKET

Market Size & Segments

Zeuus Data Center concepts are to cater for the most sophisticated requirements of computing power our planned products and services are tailored to meet the industries and market segments that demand such capabilities. While we target specific vertical industries requirements, we will offer cross industry services that are not industry specific such as co-location services.

MARKETING PLAN

Our strategic vision to build an eco-system to help customers safely host and process their business transactions and securing their data. Our business design revolves around offering customer a fast and reliable information technology infrastructure and solutions that are efficient and at the same time is environmentally friendly.

Our ecosystem consists of many domains to empower customers to benefit from the high level of adaption of the digital economy and to remove the complexity of the use of advanced technology.

Our objective in the near term is to acquire or build data centers and promote our eco-system concepts and convince participants subscribing to the vision of the company through full or partial acquisition and building a strategic allegiance with companies that contribute to executing the ecosystem building and enable us to realize our objectives.

Our marketing strategy is driven from our strategic objectives with three strategic threads

● Enterprise Customers

● Wholesales Data Center Users

● Strategic Alliances

Stream 1. Enterprise Customer Marketing Plan Highlights

The first element of the marketing plan is aiming to increase our current revenue stream and develop new solutions to target new customer segments and enhance the current products to address the needs of new customers globally.

The second phase of the enterprise marketing plan targets large businesses for co-location and cloud hosting solutions. This plan will start executing before six months from the target date of launching datacenter services.

Stream 2. Wholesale Data Center

The second strategic thread of the marketing plan’s focuses on acquiring a wholesale datacenter offering. Our wholesale data center offering is planned to constitute turnkey space that is move-in ready with UPS-backed power and cooling infrastructure designed to meet the most demanding server power densities in the industry. Our target potential customers include international carriers, co-location and cloud service providers, and large enterprises.

Stream 3. Strategic Alliances Plan

The partnerships are key ingredient in our business philosophy. We are developing important relationships with information technology infrastructure suppliers and key providers of datacenter services. We also engage in funding startups in the related services, predominantly in the green energy domain.

MARKET

Growing Sustainable Opportunity

Based on comprehensive research reports by Date Center News, IDC and Gartner Group the business scope area of ZEUUS will be experiencing sustainable growth opportunities over the next 5 years and beyond. These key scope areas include:

● Data Center

● Cyber Security

● Sustainable Green Energy

Our three divisions are designed to synergistically address these key market opportunities. They are as follows:

● ZEUUS Data Centers will focus on delivering modern and modular state of the art data centers, safe, efficient, and cost effective.

● ZEUUS Cyber Security, will focus on data protection both inside and outside the data centers of Zeuus by providing end-to-end continuous cyber security.

● ZEUUS Energy will focus on carbon neutral efficient electrical energy generation based on the power of wind as well as data center cooling technologies (such as innovative immersive cooling with low power usage effectiveness).

By combining the power of our three divisions, we believe we can deliver cost effective sustainable solutions with ongoing growth.

We realize the market potential and the opportunities exist in the data center industry considering the market forecast for the next 10 years in different segments the company decide to direct its major investment in creating intelligent data center that are using modern technologies and green energy to offer the market a stat of the art data centers as a main foundation for its complete eco- system to support, the ever increasing needs for reliable and secure data hosting facilities across multiple locations across the world.

Our data centers will adopt innovations such as data analytics, management software, multisite resiliency, prefabrication, liquid cooling and open source architectures in order to create intelligent, connected and flexible data centers design to be able to respond more rapidly and successfully to technical change and customer requirements.

We will deliver large scale, build-to-suit wholesale data center solutions as well as private vaults, dedicated cages, and multi-rack deployments

ZEUUS DATA CENTERS PRODUCT OFFERING

We will offer customers a comprehensive set of solutions and services designed to meet various demands of businesses ranging from simple co-location service to complex high-performance computing required for sophisticated computing requirements such as A.I. applications.

Cloud Services

We will offer customers multiple levels of cloud services ranging from simple IAAS to the complete solution that offer the customers full services of deploying their business services and implement their solution giving the customers a turnkey solution for their business needs.

IAAS Service offering

● Infrastructure as a Service (IaaS) is a cloud computing service where enterprises rent or lease servers for compute and storage in the cloud. Users can run any operating system or applications on the rented servers without the maintenance and operating costs of those servers. We offer customers multiple options for IAAS that offer the following benefits to our clients:

○ Continuity and disaster recovery — Cloud service in different locations allows access to applications and data during a disaster or outage.

○ Faster scaling — Quickly scale up and down resources according to application demand in all categories of cloud computing.

○ Core focus — IaaS allows enterprises to focus more on core business activities instead of I.T. infrastructure and computing resources.

○ Increase stability, reliability, and supportability. With IaaS there is no need to maintain and upgrade software and hardware or troubleshoot equipment problems. We assure that infrastructure is reliable and meets SLAs.

○ Better security. With IaaS, data are protected and secure as part of the highest security level for applications and data that may be better than what can attain in-house.

Customers use a graphical interface to change the infrastructure as needed. The infrastructure can also be accessed through an API key — so new servers are brought online as part of automation when needed.

Customers may use our IaaS services in many business scenarios such as:

● High-performance computing. High-performance computing (HPC) on supercomputers, computer grids, or computer clusters helps solve complex problems involving millions of variables or calculations. Examples include financial modeling and evaluating product designs.

● Test and development. IaaS makes it quick and economical to scale up development-test environments up and down.

● Website hosting. Running websites using IaaS can be less expensive than traditional web hosting.

● Storage, backup, and recovery. Organizations avoid the capital outlay for storage and complexity of storage management. IaaS is useful for handling unpredictable demand and steadily growing storage needs. It can also simplify the planning and management of backup and recovery systems.

●Web apps. IaaS provides all the infrastructure to support web apps, including storage, web and application servers, and networking resources. Organizations can quickly deploy web apps on IaaS and easily scale infrastructure up and down when demand for the apps is unpredictable.

●Big data analysis. Big Data is a popular term for massive data sets that contain potentially valuable patterns, trends, and associations. Mining data sets to locate or tease out these hidden patterns requires a huge amount of processing power, which IaaS economically provides.

Platform as a Service (PaaS) Service offering

Platform as a service (PaaS) is the second cloud computing offering from Zeuus Data Centers, that provides users with a cloud environment in which they can develop, manage, and deliver applications. In addition to storage and other computing resources, users are able to use a suite of prebuilt tools to develop, customize and test their own applications.

Key features:

● PaaS provides a platform with tools to test, develop and host applications in the same environment.

● Enables organizations to focus on development without having to worry about underlying infrastructure.