Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On September 8, 2021, the Board of Directors (the "Board") of ZEUSS Inc. (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 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. Mr. Meshal Al-Mulawa is to receive compensation in the way of shares at $75,000 per annum for his services as Director.

In accordance with the Articles of Incorporation and Bylaws of the Company, Directors of the Company have no set term for their appointment and may serve as Director until their respective earlier death, resignation, or removal from office.

The foregoing summary of the material terms of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:





Exhibit
Number    Description

10.1        Written Consent of the Board of Directors of ZEUUS Inc., September 8,
10.2      2021
            Written Consent of the Board of Directors of ZEUUS Inc., November 1,
          2022
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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