Non Reliance on Previously Issued Financial Report Form 8 K

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On July 21, 2024, Fruci & Associates II, PLLC ("Fruci"), the independent registered public accounting firm of Zeuus, Inc. (the "Company"), notified the Company that (i) without the Company's knowledge, Fruci issued an audit report relating to the audit for the Company's fiscal year ended September 30, 2023 (the "2023 Audit"), as filed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the "2023 10-K") before all of Fruci's necessary audit procedures were performed; and (ii) accordingly, Fruci's audit opinion for the 2023 Audit should no longer be relied upon. Fruci's audit procedures relating to the 2023 Audit are ongoing. As a result, the Company will file with the Securities and Exchange Commission (the "SEC") an amendment to the 2023 10-K as soon as practicable. As of the date hereof, however, neither the Company's management nor Fruci has determined whether this issue will have a material impact, or any impact, on the financial statements included in the 2023 10-K.

The Company's management and its Board of Directors have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Fruci. The Company provided Fruci with a copy of the disclosure contained herein, prior to its filing with the SEC, and requested that Fruci furnish the Company a letter addressed to the SEC stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Fruci's letter is attached hereto as Exhibit 7.1.