ZUUS ZEUUS Inc (CE)

Item 4.01 Change in Registrant’s Certifying Accountant

On March 9, 2023, the Board of Directors (the “Board”) of Zeuus, Inc. (the “Company”) dismissed BF Borgers CPA PC (“Borgers”), as the Company’s independent registered public accounting firm, effective immediately. During the fiscal years ended September 30, 2022 and 2021, Borgers audit reports on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended September 30, 2022 and 2021 and the subsequent period through the date of this Current Report on Form 8-K, (i) there were no disagreements between the Company and Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to Borgers satisfaction, would have caused Borgers to make reference in connection with Borgers report to the subject matter of the disagreement; and (ii) there were no “reportable events” as the term is described in Item 304(a)(1)(v) of Regulation S-K, except for the disclosure of material weaknesses in the Company’s internal controls over financial reporting as disclosed in Part II, Item 9A of the Company’s Form 10-K for the year ended September 30, 2022.

The Company provided Borgers with a copy of the disclosures that the Company is making in response to Item 4.01 on this Current Report on Form 8-K, and requested that Borgers furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter from Borgers, dated March 10, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

On March 9, 2023, the Committee approved the engagement of Fruci & Associates II, PLLC (“Fruci”) as the Company’s new independent registered public accounting firm, effective immediately. During the fiscal years ended September 30, 2022 and 2021, and through the date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted Fruci with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, nor the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice provided that Fruci concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or a “reportable event” as described in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.