UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024

For the fiscal year ended September 30, 2023

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to ___________________________

For the transition period from _____________________ to ___________________________

Commission file number 333-216047

~~Kinetic~~KINETIC ~~Group~~GROUP ~~Inc~~INC. (Exact name of registrant as specified in its charter)

Nevada

47-4685650

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer

Identification No.)

2801 NW 74TH Avenue, Miami FL 33122		33122
2801 NW 74TH Avenue, Miami FL		33122
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (786-7126827)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Name of each exchange ononWhich ~~Which~~ registered
Common Stock $0.001 par value		None
Common Stock		None
$0.001 par value

Securities registered under Section 12(g) of the Exchange Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

SEC 1673 (05-21) Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ ~~Smaller reporting company ☒~~ (Do not check if a smaller reporting company) Smaller reporting company ☒ Emerging growth company ☒

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As of September 26, ~~2023~~2024, last business day of period, the aggregate market value of voting stock held by non-affiliates of the registrant, based on the price at which the common equity was sold at closing, was $7250,~~493~~207,~~054~~900.

Note. —If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

As of ~~September~~August 3027, ~~2023~~2025, there were 26,~~320~~420,200 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.)into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus fi led pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24,1980).

TABLE OF CONTENTS

		Page No.
	PART I
Item 1.	Business.	31
Item 1A.	Risk factors	53
Item 1B.	Unsolved Staff Comments	119
Item 2.	Properties	1110
Item 3.	Legal Proceedings.	1110
Item 4.	Mine Safety Disclosures.	1110
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	1211
Item 6.	Selected Financial Data.	1312
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1312
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	1514
Item 8.	Financial Statements and Supplementary Data.	1615
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	1716
Item 9 A.	Controls and Procedures.	1716
Item 9B	Other Information	1716
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	1716
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	1817
Item 11.	Executive Compensation	1918
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	2019
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	2120
Item 14.	Principal Accounting Fees and Services.	2120
	PART IV
Item 15.	Exhibits, Financial Statement Schedules.	2221
Item 16.	Form 10-K Summary	22
	SIGNATURES	23

~~2 Table of Contents~~i

KINETIC GROUP INC.

FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

	●	the uncertainty of profitability based upon our history of losses;
	●	risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
	●	risks related to our international operations and currency exchange fluctuations; and
	●	other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, the “Company” and “Kinetic Group” mean Kinetic Group Inc., unless otherwise indicated.

Item 1. BUSINESS

Our Business

Kinetic Group Inc., a Nevada corporation, (the “Company”) was formed under the laws of the State of Nevada on June 6, 2014. Kinetic Group Inc. (“KNIT” or “Company”) ~~changed its business description and now~~ is a technology holding company, offering digital transformation through AI technology to enterprises looking to improve strategic and operational decision making. KNIT accelerates the digital transformation of companies by converting property, plants and equipment into Smart Assets which enhance productivity. The Company will generate revenue from acquisitions and operations in Latin America and the USA.

On April 18, 2023, The Company announced that it has signed a formal Memorandum of Understanding with aan profitable AI Company. On November 23, 2023, KINETIC finalized the terms of the acquisition of BINNOPS Technologies US LLC a profitable technology company focused on digital transformation solutions to enterprises. As a result of this acquisition, KINETIC will own 100% of an early entrant AI company offering ~~digital transformation to enterprises. KNIT will offer~~ customizable AI solutions to businesses to improve their decision making, reduce risk and improve operations. Customized solutions, including Digital Twins, Smart Assets, AI predictive analytics and Metaverse engagement are designed to produce significant productivity improvements. ~~KNIT~~ BINNOPS is an early mover in offering a suite of AI business ~~services~~solutions to both the private and public sectors. ~~This~~We ~~opportunity~~expect isto ~~formalized~~consolidate byBinnops' ~~the~~financials ~~signing~~in ofsecond anhalf ~~SPA in November 2023~~2025.

31 Table of Contents

~~The~~In ~~Company~~June ~~also~~2014, hired CIM Securities LLC as lead placement agent in a $3 million raise structured as an 8% PIK Dividend Series A Convertible Participating Preferred. The preferred offers a 1.5x liquidation preference and is priced at $1.00 per preferred share. Use of funds is to promote international sales and roll out a subscription-based revenue model. Kinetic Group Inc. is a development stage company as defined by section 915-10-20 of the FASB ~~Accounting~~issued ~~Standards~~ASU ~~Codification~~No. ~~Although the Company has recognized nominal amounts of revenue~~2014-10, itDevelopment isStage ~~still~~Entities ~~devoting~~(Topic ~~substantially~~915): ~~all~~Elimination of ~~its~~Certain ~~efforts~~Financial onReporting ~~establishing its business. All losses accumulated since Inception (June 6~~Requirements, ~~2014)~~Including ~~have~~an ~~been~~Amendment ~~considered~~to asVariable ~~part~~Interest ofEntities ~~the~~Guidance ~~Company’s~~in ~~development~~Topic ~~stage~~810, ~~activities~~Consolidation.

InThe ~~June~~amendments ~~2014~~in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the ~~FASB~~financial ~~issued~~reporting ~~ASU~~distinction Nobetween development stage entities and other reporting entities from U.S. ~~2014-10~~GAAP. In addition, ~~Development~~the ~~Stage~~amendments ~~Entities~~eliminate the requirements for development stage entities to (~~Topic~~1) ~~915~~present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2): ~~Elimination~~label the financial statements as those of ~~Certain~~a ~~Financial~~development ~~Reporting~~stage ~~Requirements~~entity, ~~Including~~(3) andisclose ~~Amendment~~a todescription ~~Variable~~of ~~Interest~~the ~~Entities~~development ~~Guidance~~stage activities in ~~Topic~~which ~~810~~the entity is engaged, ~~Consolidation~~and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

~~The~~For ~~amendments~~public inbusiness ~~this~~entities, ~~Update~~those ~~remove~~amendments ~~the~~are ~~definition~~effective offor aannual ~~development~~reporting ~~stage~~periods ~~entity~~beginning ~~from~~after ~~the~~December ~~Master~~15, ~~Glossary of the Accounting Standards Codification~~2014, ~~thereby removing the financial reporting distinction between development stage entities~~ and ~~other~~interim ~~reporting~~periods ~~entities from U~~therein.S. ~~GAAP.~~Kinetic InGroup ~~addition,~~has ~~the~~elected ~~amendments eliminate the requirements for development stage entities~~ to ~~(1)~~early ~~present~~adopt ~~inception-to-date~~Accounting ~~information~~Standards inUpdate ~~the~~No. ~~statements of income~~2014-10, ~~cash~~Development ~~flows,~~Stage ~~and~~Entities ~~shareholder equity,~~ (2Topic 915): ~~label~~Elimination ~~the financial statements as those~~ of aCertain ~~development~~Financial ~~stage~~Reporting ~~entity,~~Requirements. ~~(3)~~The ~~disclose~~adoption ~~a description~~ of ~~the~~this ~~development~~ASU ~~stage~~allows ~~activities in which~~ the ~~entity~~company isto ~~engaged,~~remove ~~and (4) disclose in~~ the ~~first~~inception ~~year~~to indate ~~which~~information ~~the~~and ~~entity~~all isreferences noto ~~longer a~~ development stage ~~entity that in prior years it had been in the development stage~~.

~~For public business entities~~Patent, ~~those amendments are effective for annual reporting periods beginning after December 15~~Trademark, ~~2014,~~License and ~~interim~~Franchise ~~periods~~Restrictions ~~therein.~~and ~~Kinetic~~Contractual ~~Group~~Obligations has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and ~~all references to development stage.~~Concessions

~~Patent,~~We ~~Trademark,~~do ~~License~~not ~~and~~own, ~~Franchise~~either ~~Restrictions~~legally ~~and~~or ~~Contractual~~beneficially, ~~Obligations~~any ~~and~~patents ~~Concessions~~or trademarks.

WeResearch doand ~~not~~Development ~~own, either legally or beneficially, any patents or trademarks.~~Activities

~~Research~~Other than time spent researching our proposed business we have not spent any funds on research and ~~Development~~development ~~Activities~~activities to date. We do not currently plan to spend any funds on research and development activities in the future.

~~Other~~Compliance ~~than~~with ~~time~~Environmental spent researching our proposed business we have not spent any funds on research and development activities to date. We do not currently plan to spend any funds on research and development activities in the future.Laws

~~Compliance~~We ~~with~~are ~~Environmental~~not ~~Laws~~aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business.

~~We are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business.~~Employees

~~Employees~~As of September 30, 2024 we had two employees – Ana Maria Mendez, our President and Chairwoman and Roberto Mora, Chief Financial Officer. Our officers and directors are responsible for planning, developing and operational duties, and will continue to do so throughout the early stages of our growth.

AsReports of September 30, 2023 we had two employees – Ana Maria Mendez, our President and Chairwoman and Roberto Mora, Chief Financial Officer. Our officers and directors are responsible for planning, developing and operational duties, and will continue to doSecurities ~~so throughout the early stages of our growth.~~Holders

~~Reports~~We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities ~~Holders~~Exchange Act of 1934. We are voluntarily subject to disclosure filing requirements including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the Securities and Exchange Commission, (“SEC”), at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549.

WeThe ~~provide~~public anmay ~~annual~~obtain ~~report that includes audited financial~~ information toon ~~our~~the ~~shareholders.~~operation Weof ~~will make our financial information equally available to any interested parties or investors through compliance with~~ the ~~disclosure~~Public ~~rules~~Reference ~~for~~Room aby ~~small~~calling ~~business issuer under~~ the ~~Securities~~SEC ~~Exchange~~on ~~Act of 1934~~1-800-SEC-0330. WeThe ~~are~~SEC ~~voluntarily~~maintains ~~subject~~an toInternet ~~disclosure~~site ~~filing requirements including filing Form 10K annually and Form 10Q quarterly~~(http://www.sec.gov) Inthat ~~addition~~contains reports, ~~we will file Form 8K and other~~ proxy and information statements, ~~from time to time as required. The public may read~~ and ~~copy~~other ~~any~~information ~~materials~~regarding issuers that we file electronically with the ~~Securities and Exchange Commission, (“~~SEC~~”), at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549~~.

~~The~~2 ~~public~~Table ~~may obtain information on the operation~~ of the Public Reference Room by calling the SEC on 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Contents

4Item ~~Table~~1A. ofRISK ~~Contents~~FACTORS

~~Item~~Kinetic 1AGroup Inc. ~~RISK~~is ~~FACTORS~~a “Development Stage Company”. The Company has elected to early adopt Accounting Standards Update No.2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to the development Stage from its financial statements.

Kinetic Group Inc. is a “Development Stage Company”. ~~The~~as ~~Company~~defined ~~has~~by ~~elected~~section to915-10-20 ~~early~~of ~~adopt~~the FASB Accounting Standards ~~Update No~~Codification.~~2014-10,~~ ~~Development~~Although ~~Stage~~the ~~Entities~~Company ~~(Topic~~has ~~915):~~recognized ~~Elimination~~nominal amounts of ~~Certain~~revenue, ~~Financial~~it ~~Reporting~~is ~~Requirements.~~still ~~The~~devoting ~~adoption~~substantially all of ~~this~~its ~~ASU~~efforts ~~allows~~to establishing the ~~Company~~business. toAll ~~remove~~losses ~~the~~accumulated ~~inception~~since toInception ~~date~~(June ~~information~~6, ~~and~~2014) ~~all~~have ~~references~~been toconsidered ~~the~~as ~~development~~part ~~Stage~~of ~~from~~the ~~its~~Company’s ~~financial~~development ~~statements~~Stage activities.

~~Kinetic~~In ~~Group~~June ~~Inc.~~2014, ~~is a Development Stage Company as defined by section 915-10-20 of~~ the FASB ~~Accounting~~issued ~~Standards~~ASU ~~Codification~~No. ~~Although~~2014-10, ~~the~~Development ~~Company~~Stage ~~has~~Entities ~~recognized~~(Topic ~~nominal~~915): ~~amounts~~Elimination of ~~revenue,~~Certain itFinancial isReporting ~~still~~Requirements, ~~devoting~~Including ~~substantially~~an ~~all~~Amendment ~~of its efforts~~ to ~~establishing~~Variable ~~the~~Interest ~~business.~~Entities ~~All~~Guidance ~~losses~~in ~~accumulated~~Topic ~~since Inception (June 6~~810, ~~2014) have been considered as part of the Company’s development Stage activities~~Consolidation.

InThe ~~June~~amendments ~~2014,~~in ~~the~~this ~~FASB~~update ~~issued~~remove ~~ASU~~the ~~No.~~definition ~~2014-10,~~of Development Stage ~~Entities~~entity ~~(Topic~~from ~~915):~~the ~~Elimination~~Master Glossary of ~~Certain~~the ~~Financial~~Accounting ~~Reporting~~Standards ~~Requirements~~Codification, ~~Including~~thereby anremoving ~~Amendment~~the tofinancial ~~Variable~~reporting ~~Interest~~distinction ~~Entities~~between ~~Guidance~~Development inStage ~~Topic~~entities ~~810,~~and ~~Consolidation~~other reporting entities from U.S. GAAP.

~~The~~In addition, the amendments eliminate the requirements for Development Stage entities to (1) present inception-to-date information in ~~this~~the ~~update~~statements ~~remove~~of income, cash flows, and shareholder equity, (2) label the ~~definition~~financial statements as those of a Development Stage entity, ~~from~~(3) ~~the~~disclose ~~Master~~a ~~Glossary~~description of the ~~Accounting~~Development ~~Standards~~Stage ~~Codification~~activities in which the entity is engaged, ~~thereby~~and ~~removing~~(4) disclose in the ~~financial~~first ~~reporting~~year ~~distinction~~in ~~between~~which the entity is no longer a Development Stage ~~entities~~entity ~~and~~that ~~other~~in ~~reporting~~prior ~~entities~~years ~~from~~it ~~U.S.~~had ~~GAAP~~been in the Development Stage.

InFor ~~addition~~public business entities, ~~the~~those amendments ~~eliminate~~are ~~the~~effective ~~requirements~~ for ~~Development~~annual ~~Stage~~reporting ~~entities~~periods tobeginning ~~(1)~~after ~~present~~December ~~inception-to-date~~15, ~~information~~2014, inand ~~the~~interim ~~statements~~periods oftherein. ~~income,~~Kinetic ~~cash~~Group ~~flows,~~has ~~and~~elected ~~shareholder~~to ~~equity,~~early ~~(2)~~adopt ~~label~~Accounting ~~the~~Standards ~~financial~~Update ~~statements~~No. as2014-10, ~~those of a~~ Development Stage ~~entity,~~Entities (3Topic 915): ~~disclose~~Elimination ~~a description~~ of ~~the~~Certain ~~Development~~Financial ~~Stage~~Reporting ~~activities~~Requirements. inThe ~~which~~adoption ~~the~~of ~~entity~~this isASU ~~engaged,~~allows ~~and (4) disclose in~~ the ~~first~~company ~~year~~to inremove ~~which~~ the ~~entity~~inception isto nodate ~~longer~~information aand ~~Development~~all ~~Stage~~references ~~entity~~to ~~that in prior years it had been in the~~ Development Stage.

~~For~~Kinetic ~~public~~Group ~~business~~Inc. ~~entities,~~is ~~those~~an ~~amendments~~“emerging ~~are~~growth ~~effective~~company” ~~for~~under ~~annual~~the ~~reporting~~Jumpstart ~~periods~~Our ~~beginning~~Business ~~after~~Startups ~~December~~Act. ~~15,~~We ~~2014,~~cannot ~~and~~be ~~interim~~certain ~~periods~~if ~~therein.~~the ~~Kinetic~~reduced ~~Group~~reporting ~~has~~requirements ~~elected~~applicable to ~~early~~emerging ~~adopt~~growth ~~Accounting~~companies ~~Standards~~will ~~Update~~make ~~No.~~our ~~2014-10,~~shares ~~Development Stage Entities (Topic 915): Elimination~~ of ~~Certain~~common ~~Financial~~stock ~~Reporting~~less ~~Requirements.~~attractive ~~The adoption of this ASU allows the company~~ to ~~remove the inception to date information and all references to Development Stage~~investors.

Kinetic Group Inc. is and will remain an “emerging growth company” ~~under~~until the ~~Jumpstart~~earliest ~~Our~~to ~~Business~~occur ~~Startups~~of ~~Act.~~(a) Wethe ~~cannot~~last beday ~~certain~~of if the ~~reduced~~fiscal ~~reporting~~year ~~requirements~~during ~~applicable~~which its total annual revenues equal or exceed $1 billion (subject to ~~emerging~~adjustment ~~growth~~for ~~companies~~inflation), ~~will~~(b) ~~make~~the ~~our~~last ~~shares~~day of ~~common~~the ~~stock~~fiscal ~~less~~year ~~attractive~~following tothe ~~investors~~fifth anniversary of its initial public offering, (c) the date on which Kinetic Group has, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (d) the date on which Kinetic Group is deemed a “large accelerated filer” (with at least $700 million in public float) under the Securities and Exchange Act of 1934.

~~Kinetic~~For ~~Group~~so ~~Inc.~~long isas ~~and~~Kinetic ~~will~~Group ~~remain~~remains an “emerging growth company” ~~until~~as ~~the~~defined ~~earliest~~in tothe ~~occur~~JOBS ofAct, ~~(a)~~it ~~the~~may ~~last~~take ~~day~~advantage of ~~the~~certain ~~fiscal~~exemptions ~~year~~from ~~during~~various ~~which~~reporting ~~its~~requirements ~~total~~that ~~annual~~are ~~revenues~~applicable ~~equal~~to orother ~~exceed~~public $1companies ~~billion~~that ~~(subject~~are tonot ~~adjustment~~“emerging ~~for~~growth ~~inflation),~~companies” ~~(b)~~as ~~the~~described ~~last~~in ~~day~~further ofdetail in the ~~fiscal~~risk ~~year~~factors ~~following~~below. ~~the~~Kinetic ~~fifth~~Group ~~anniversary~~cannot ofpredict ~~its~~if ~~initial~~investors ~~public~~will ~~offering,~~consider ~~(c)~~its ~~the~~shares ~~date~~in oncommon ~~which~~stock ~~Kinetic~~less ~~Group~~attractive ~~has,~~because ~~during~~of ~~the~~our ~~previous~~reliance ~~three-year~~on ~~period,~~some ~~issued~~or ~~more~~all ~~than~~of $1these ~~billion~~exemptions. inIf ~~non-convertible~~some ~~debt~~investors ~~securities,~~find orKinetic ~~(d)~~Group’s ~~the~~shares ~~date~~of oncommon ~~which~~stock ~~Kinetic~~less ~~Group~~attractive isas ~~deemed~~ a ~~“large~~result, ~~accelerated~~the ~~filer”~~trading ~~(with~~market atfor ~~least~~its ~~$700~~shares ~~million~~of incommon ~~public~~stock ~~float)~~may ~~under~~be ~~the~~less ~~Securities~~active, and ~~Exchange~~its ~~Act~~stock ofprice ~~1934~~may be more volatile.

~~For~~If ~~so long as~~ Kinetic Group ~~remains~~avails anitself ~~“emerging growth company” as defined in the JOBS Act, it may take advantage~~ of certain exemptions from various reporting requirements, ~~that~~its ~~are~~reduced ~~applicable~~disclosure tomay ~~other~~make ~~public~~it ~~companies~~more ~~that~~difficult ~~are~~for ~~not “emerging growth companies” as described in further detail in the risk factors below. Kinetic Group cannot predict if~~ investors ~~will~~and ~~consider~~securities ~~its~~analysts ~~shares~~to inevaluate ~~common stock less attractive because of our reliance on some or all of these exemptions. If some investors find~~ Kinetic Group’s ~~shares~~and ofmay ~~common stock less attractive as a~~ result, ~~the~~in ~~trading market for its shares of common stock may be~~ less ~~active,~~investor ~~and its stock price may be more volatile~~confidence.

If3 ~~Kinetic~~Table ~~Group avails itself~~ of certain exemptions from various reporting requirements, its reduced disclosure may make it more difficult for investors and securities analysts to evaluate Kinetic Group and may result in less investor confidence. Contents

5The ~~Table~~recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. Kinetic Group meets the definition of ~~Contents~~an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will not be required to:

~~The~~● ~~recently~~have ~~enacted~~an ~~JOBS~~auditor ~~Act~~report ison ~~intended~~our internal controls over financial reporting pursuant to ~~reduce~~Section 404(b) of the ~~regulatory~~Sarbanes-Oxley ~~burden~~Act; on● ~~“emerging~~comply ~~growth~~with ~~companies”.~~any ~~Kinetic~~requirement ~~Group~~that ~~meets~~may be adopted by the ~~definition~~Public ofCompany Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); ● submit certain executive compensation matters to shareholder advisory votes, such as “~~emerging~~say-on-pay” ~~growth~~and ~~company~~“say-on-frequency;” and so● ~~long~~disclose ascertain itexecutive ~~qualifies~~compensation related items such as anthe ~~“emerging~~correlation ~~growth~~between ~~company,”~~executive itcompensation ~~will~~and ~~not~~performance beand ~~required~~comparisons of the CEO’s compensation to: median employee compensation.

●In ~~have~~addition, Section 107 of the JOBS Act also provides that an ~~auditor~~“emerging ~~report~~growth oncompany” ~~our~~can ~~internal~~take ~~controls~~advantage ~~over~~of ~~financial~~the ~~reporting~~extended ~~pursuant~~transition toperiod provided in Section ~~404~~7(ba)(2)(B) of the ~~Sarbanes-Oxley~~Securities Act; ●for ~~comply~~complying with ~~any~~new ~~requirement~~or ~~that~~revised ~~may~~accounting bestandards. ~~adopted~~In byother ~~the~~words, ~~Public~~an ~~Company~~“emerging ~~Accounting~~growth ~~Oversight~~company” ~~Board~~can ~~regarding~~delay ~~mandatory~~the ~~audit~~adoption ~~firm~~of ~~rotation~~certain oraccounting astandards ~~supplement~~until tothose ~~the~~standards ~~auditor’s~~would ~~report~~otherwise ~~providing~~apply ~~additional~~to ~~information~~private ~~about~~companies. ~~the~~However, ~~audit~~Kinetic ~~and~~Group ~~the~~is ~~financial~~choosing ~~statements~~to ~~(i.e.,~~opt anout ~~auditor~~of ~~discussion~~such extended transition period, and ~~analysis);~~as ●a ~~submit~~result, ~~certain~~Kinetic ~~executive~~Group ~~compensation~~will ~~matters~~comply towith ~~shareholder~~new ~~advisory~~or ~~votes,~~revised ~~such~~accounting asstandards ~~“say-~~on~~-pay”~~ ~~and~~the ~~“say-~~relevant dates on~~-frequency;”~~ ~~and~~which ●adoption ~~disclose~~of ~~certain~~such ~~executive~~standards ~~compensation~~is ~~related~~required ~~items~~for ~~such~~non-emerging asgrowth companies. Section 107 of the ~~correlation~~JOBS ~~between~~Act ~~executive~~provides ~~compensation~~that ~~and~~its ~~performance~~decision ~~and~~to ~~comparisons~~opt out of the ~~CEO’s~~extended ~~compensation~~transition toperiod ~~median~~for ~~employee~~complying ~~compensation~~with new or revised accounting standards is irrevocable.

InNotwithstanding ~~addition~~the above, ~~Section~~we ~~107~~are ofalso ~~the~~currently ~~JOBS~~a ~~Act~~“smaller ~~also~~reporting ~~provides~~company”, meaning that anwe ~~“emerging~~are ~~growth~~not an investment company”, ~~can~~an ~~take~~asset-backed ~~advantage~~issuer, or a majority-owned subsidiary of ~~the~~a ~~extended~~parent ~~transition~~company ~~period~~that ~~provided~~is innot ~~Section~~a 7(smaller reporting company and have a~~)(2)(B)~~ public float of ~~the~~less ~~Securities~~than ~~Act~~$75 ~~for~~million ~~complying~~and ~~with~~annual ~~new~~revenues orof ~~revised~~less ~~accounting~~than ~~standards~~$50 million during the most recently completed fiscal year. In ~~other~~the ~~words~~event that we are still considered a “smaller reporting company”, at such time as we cease being an “emerging growth company”, ~~can~~we ~~delay~~will ~~the~~be ~~adoption~~required ofto ~~certain~~provide ~~accounting~~additional ~~standards~~disclosure ~~until~~in ~~those~~our ~~standards~~SEC ~~would~~filings. ~~otherwise~~However, ~~apply~~similar to ~~private~~“emerging ~~companies.~~growth ~~However~~companies”, ~~Kinetic~~“smaller ~~Group~~reporting iscompanies” ~~choosing~~are able to ~~opt~~provide ~~out~~simplified ofexecutive ~~such~~compensation ~~extended~~disclosures ~~transition~~in ~~period,~~their ~~and~~filings; asare aexempt ~~result,~~from ~~Kinetic~~the ~~Group~~provisions ~~will~~of ~~comply~~Section ~~with~~404(b) ~~new~~of orthe ~~revised~~Sarbanes-Oxley Act requiring that independent registered public accounting ~~standards~~firms onprovide ~~the~~an ~~relevant~~attestation ~~dates~~report on ~~which~~the ~~adoption~~effectiveness of ~~such~~internal ~~standards~~control isover financial reporting; are not required ~~for~~to ~~non~~conduct say-~~emerging~~on-pay ~~growth~~and ~~companies.~~frequency ~~Section~~votes ~~107~~until ofannual ~~the~~meetings ~~JOBS~~occurring ~~Act~~on ~~provides~~or ~~that~~after ~~its~~January ~~decision~~21, to2013; ~~opt~~and ~~out~~have ofcertain ~~the~~other ~~extended~~decreased ~~transition~~disclosure ~~period~~obligations ~~for~~in ~~complying~~their ~~with~~SEC ~~new~~filings, orincluding, ~~revised~~among ~~accounting~~other ~~standards~~things, isonly ~~irrevocable~~being required to provide two years of audited financial statements in annual reports.

~~Notwithstanding~~Decreased ~~the~~disclosures ~~above,~~in weour ~~are~~SEC ~~also~~filings ~~currently~~due ato ~~“smaller~~our ~~reporting~~status company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time as ~~we cease being~~ an “emerging growth company”, weor ~~will be required to provide additional disclosure in our SEC filings. However, similar to~~ “~~emerging growth companies”, “~~smaller reporting ~~companies~~company” ~~are~~may ~~able~~make toit ~~provide~~harder ~~simplified~~for ~~executive~~investors ~~compensation~~to ~~disclosures~~analyze ~~in their filings; are exempt from~~ the ~~provisions~~Company’s ofresults ~~Section 404(b)~~ of ~~the~~operations Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial ~~statements in annual reports~~prospects.

~~Decreased~~We ~~disclosures~~lack inan ~~our~~operating ~~SEC~~history. ~~filings~~There ~~due~~is tono assurance our ~~status~~future asoperations anwill ~~“emerging~~result ~~growth~~in ~~company”~~profitable orrevenues. ~~“smaller~~If ~~reporting~~we ~~company”~~cannot ~~may~~generate ~~make~~sufficient itrevenues ~~harder for investors~~ to ~~analyze~~operate ~~the~~profitably, ~~Company’s~~our ~~results~~business ofwill ~~operations and financial prospects~~fail.

As of September 30, 2024, we had accumulated a deficit of $-467,616. We ~~lack~~have ana limited operating history. ~~There~~upon iswhich noan ~~assurance~~evaluation of our future ~~operations~~success ~~will~~or ~~result~~failure incan ~~profitable~~be ~~revenues~~made. IfBased on current plans, we ~~cannot~~expect to generate revenues in the near future. However, our revenues may not be sufficient initially to cover our operating costs. We cannot guarantee that we will be successful in generating significant revenues in the future. Failure to ~~operate~~achieve ~~profitably,~~a ~~our~~sustainable ~~business~~investment and operations level will ~~fail~~negatively impact our business.

As4 ofTable ~~September 30, 2023, we had accumulated a deficit~~ of $-372,555. We have a limited operating history upon which an evaluation of our future success or failure can be made. Based on current plans, we expect to generate revenues in the near future. However, our revenues may not be sufficient initially to cover our operating costs. We cannot guarantee that we will be successful in generating significant revenues in the future. Failure to achieve a sustainable investment and operations level will negatively impact our business.Contents

6If ~~Table~~we ofencounter ~~Contents~~unforeseen difficulties with our business or operations in the future that require us to obtain additional working capital, and we cannot obtain additional working capital on favorable terms, or at all, our business may suffer.

IfTo date, we ~~encounter~~have ~~unforeseen~~relied ~~difficulties~~primarily ~~with~~upon ~~our~~cash ~~business~~from ~~or operations in~~ the ~~future~~private ~~that~~sale ~~require~~of usequity tosecurities ~~obtain~~and ~~additional~~operational ~~working~~activities ~~capital,~~ and wedirectly ~~cannot~~from ~~obtain additional working capital on favorable terms, or at all,~~ our ~~business may suffer~~shareholders.

ToWe ~~date~~may encounter unforeseen difficulties with our business or operations in the future that may deplete our capital resources more rapidly than anticipated. As a result, we ~~have~~may ~~relied~~be ~~primarily~~required ~~upon~~to ~~cash~~obtain ~~from~~additional working capital in the future through bank credit facilities, public or private ~~sale~~debt ofor equity ~~securities~~financing, or otherwise. We have identified other sources for additional funding but we cannot be certain that additional funding will be available on acceptable terms, or at all. If we are required to raise additional working capital in the future, such financing may be unavailable to us on favorable terms, if at all, or may be dilutive to our existing stockholders. If we fail to obtain additional working capital as and ~~operational~~when ~~activities~~needed, such failure could have a material adverse impact on our business, results of operations and ~~directly~~financial ~~from~~condition. Furthermore, such a lack of funds may inhibit our ~~shareholders~~ability to respond to competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which could significantly harm the business and development of operations. Similarly, our ability to borrow any such capital may be more expensive and difficult to obtain until this “going concern” uncertainty is resolved.

We ~~may~~are ~~encounter unforeseen difficulties with our business or operations in the future that may deplete our capital resources more rapidly than anticipated. As~~ a ~~result,~~Nevada wecorporation ~~may be required to obtain additional working capital in the future through bank credit facilities~~and, ~~public~~as ~~or private debt or equity financing~~such, ~~or otherwise. We have identified other sources for additional funding but we cannot be certain that additional funding will be available on acceptable terms, or at all. If we~~ are ~~required~~subject to ~~raise~~the ~~additional~~jurisdiction ~~working~~of ~~capital in~~ the ~~future,~~State ~~such~~of ~~financing~~Nevada ~~may~~and bethe ~~unavailable~~United toStates uscourts onfor ~~favorable~~purposes ~~terms,~~of ifany ~~at all~~lawsuit, action or ~~may~~proceeding beby ~~dilutive~~investors ~~to our existing stockholders~~herein. IfAn weinvestor ~~fail~~would ~~to obtain additional working capital as and when needed, such failure could~~ have athe ~~material adverse impact on our business, results of operations and financial condition. Furthermore, such a lack of funds may inhibit our~~ ability to ~~respond~~effect toservice ~~competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which could significantly harm the business and development~~ of ~~operations. Similarly,~~process ~~our~~in ~~ability to borrow~~ any ~~such~~action ~~capital~~on ~~may~~the becompany ~~more~~within ~~expensive~~the ~~and~~United ~~difficult to obtain until this “going concern” uncertainty is resolved~~States.

WeOur ~~are~~President aresides ~~Nevada~~outside ~~corporation~~the ~~and,~~United asStates. ~~such,~~She ~~are~~is ~~subject~~an toAmerican ~~the~~citizen. ~~jurisdiction~~Our ofdirector ~~the~~resides ~~State~~in ~~of Nevada and~~ the United States ~~courts~~and ~~for~~is ~~purposes~~a ofUnited ~~any~~States ~~lawsuit,~~citizen. ~~action~~Substantially all or ~~proceeding~~a byportion ~~investors~~of ~~herein.~~their Anassets ~~investor~~are ~~would~~located ~~have~~in the ~~ability~~United toStates. ~~effect~~As ~~service~~a ofresult, ~~process~~it inmay ~~any~~be ~~action~~possible onfor ~~the~~investors ~~company within the United States.~~to:

~~Our~~● ~~President~~effect ~~resides~~service ~~outside~~of process within the United States against your officers or directors; ● enforce U.S. ~~She~~court isjudgments anbased ~~American~~upon ~~citizen~~the civil liability provisions of the U.S. ~~Our~~federal ~~director~~securities ~~resides~~laws inagainst any of the ~~United~~above ~~States~~referenced ~~and~~persons isin athe United States; ~~citizen~~● enforce in courts U.S. ~~Substantially~~court ~~all~~judgments orbased aon ~~portion~~the civil liability provisions of ~~their~~the ~~assets~~U.S. ~~are~~federal ~~located~~securities inlaws against the ~~United~~above ~~States.~~persons; Asand a● ~~result,~~Avoid itbringing ~~may~~an beoriginal ~~possible~~action ~~for~~in ~~investors~~foreign courts to: enforce liabilities based upon the U.S. federal securities laws against the above foreign persons.

●We ~~effect~~do ~~service~~not ofhave ~~process~~a ~~within~~majority ~~the~~of ~~United~~independent ~~States against your officers or~~ directors; ●on ~~enforce~~our ~~U.S.~~Board ~~court~~and ~~judgments based upon~~ the ~~civil~~Company ~~liability~~has ~~provisions~~voluntarily ofimplemented ~~the~~various ~~U.S.~~corporate ~~federal~~governance ~~securities~~measures, ~~laws~~with ~~against~~which ~~any~~stockholders ofmay ~~the~~have ~~above~~more ~~referenced~~protections ~~persons~~against ininterested ~~the~~director ~~United~~transactions, ~~States;~~conflicts ~~● enforce in courts U.S. court judgments based on the civil liability provisions~~ of ~~the~~interest ~~U.S. federal securities laws against the above persons;~~ and ●similar ~~Avoid bringing an original action in foreign courts to enforce liabilities based upon the U~~matters.~~S. federal securities laws against the above foreign persons.~~

WeFederal dolegislation, ~~not~~including ~~have~~the aSarbanes-Oxley ~~majority~~Act of ~~independent~~2002, ~~directors~~has onresulted ~~our~~in ~~Board~~the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the ~~Company~~securities ~~has~~markets. ~~voluntarily~~Some ~~implemented~~of ~~various~~these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures, ~~with~~that ~~which~~are ~~stockholders~~required ~~may~~under ~~have~~the ~~more~~rules ~~protections~~of ~~against~~national ~~interested~~securities ~~director~~exchanges ~~transactions~~are those that address the board of directors’ independence, ~~conflicts~~audit committee oversight, and the adoption of ~~interest~~a code of ethics. We have not yet adopted any of these other corporate governance measures and ~~similar~~since ~~matters~~our securities are not yet listed on a national securities exchange, we are not required to do so.

~~Federal~~Our ~~legislation,~~Board ~~including the Sarbanes-Oxley Act~~ of ~~2002,~~Directors ~~has~~is ~~resulted~~comprised ~~in the adoption~~ of ~~various~~three corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchangesindividuals, ~~such~~who ~~as the NYSE or the NASDAQ Stock Market, on which their securities~~ are ~~listed.~~our ~~Among the corporate governance measures that are required under the rules of national securities exchanges are those that address the board of directors’ independence~~CEO, ~~audit~~one ~~committee~~director ~~oversight,~~ and the ~~adoption of a code of ethics~~CFO. We ~~have~~do not ~~yet~~have ~~adopted~~independent ~~any~~directors ofon ~~these other corporate governance measures and since~~ our ~~securities~~Board ~~are~~of ~~not yet listed on a national securities exchange, we are not required to do so~~Directors.

~~Our~~5 ~~Board~~Table of ~~Directors is comprised of three individuals, who are our CEO, one director and the CFO. We do not have independent directors on our Board of Directors.~~Contents

7We ~~Table~~have not adopted corporate governance measures such as an audit or other independent committee of ~~Contents~~our board of directors, as we presently do not have independent directors on our board. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurance that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, at present in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages or employment contracts to our senior officers are made by a majority of directors or shareholders who have an interest in the outcome of the matters being decided. However, as a general rule, the board of directors, in making its decisions, determines first that the terms of such transaction are no less favorable to us that those that would be available to us with respect to such a transaction from unaffiliated third parties. The company executes the transaction between executive officers and the company once it has been approved by the Board of Directors.

WeProspective ~~have~~investors ~~not~~should ~~adopted~~bear corporate governance measures such as an audit or other independent committee of our board of directors, as we presently do not have independent directors on our board. If we expand our board membership in ~~future~~mind ~~periods to include additional independent directors, we may seek to establish an audit and other committees of~~ our ~~board~~current oflack ~~directors. It is possible that if our Board~~ of ~~Directors included independent directors and if we were to adopt some or all of these~~ corporate governance measures, stockholders would benefit from somewhat greater assurance that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, at present in ~~the~~formulating ~~absence~~their ofinvestment ~~audit, nominating and compensation committees comprised of at least a majority of independent directors,~~ decisions concerning matters such as compensation packages or employment contracts to our senior officers are made by a majority of directors or shareholders who have an interest in the outcome of the matters being decided. However, as a general rule, the board of directors, in making its decisions, determines first that the terms of such transaction are no less favorable to us that those that would be available to us with respect to such a transaction from unaffiliated third parties. The company executes the transaction between executive officers and the company once it has been approved by the Board of Directors.

~~Prospective~~None ~~investors~~of ~~should~~the ~~bear~~members inof ~~mind~~our Board of Directors are considered audit committee financial experts. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current ~~lack~~and ofpotential ~~corporate~~shareholders ~~governance~~could ~~measures~~lose confidence in ~~formulating~~our ~~their~~financial ~~investment~~reporting, ~~decisions~~which would harm our business and the trading price of our stock.

~~None~~Members of ~~the members of~~ our Board of Directors are ~~considered~~inexperienced ~~audit~~with ~~committee financial experts~~U.S. IfGAAP weand ~~fail~~the torelated ~~maintain an effective system of~~ internal control ~~over~~procedures ~~financial~~required ~~reporting,~~of weU.S. ~~may~~public ~~not~~companies. beManagement ~~able~~has todetermined ~~accurately~~that ~~report~~ our ~~financial~~internal ~~results.~~audit Asfunction ais ~~result,~~also ~~current~~significantly ~~and~~deficient ~~potential~~due ~~shareholders~~to ~~could~~insufficient ~~lose~~qualified ~~confidence~~resources into ~~our~~perform ~~financial~~internal ~~reporting,~~audit ~~which~~functions. ~~would~~Finally, ~~harm~~we ~~our~~have ~~business~~not ~~and~~established ~~the~~an ~~trading~~Audit ~~price~~Committee offor our ~~stock~~Board of Directors.

~~Members~~We are a development stage company with limited resources. Therefore, we cannot assure investors that we will be able to maintain effective internal controls over financial reporting based on criteria set forth by the Committee of ~~our~~Sponsoring ~~Board~~Organizations of ~~Directors~~the ~~are~~Treadway ~~inexperienced~~Commission ~~with~~(“COSO”) Uin Internal Control-Integrated Framework.S. ~~GAAP~~A ~~and~~material ~~the~~weakness ~~related~~is a deficiency, or a combination of deficiencies, in internal control ~~procedures~~over ~~required~~financial ofreporting, ~~U.S.~~such ~~public~~that ~~companies.~~there ~~Management~~is ~~has~~a ~~determined~~reasonable possibility that ~~our~~a ~~internal~~material ~~audit~~misstatement ~~function~~of isthe ~~also~~company’s ~~significantly~~annual ~~deficient~~or ~~due~~interim tofinancial ~~insufficient~~statements ~~qualified~~will ~~resources~~not tobe ~~perform~~prevented ~~internal~~or ~~audit~~detected ~~functions~~on a timely basis. ~~Finally~~For these reasons, we ~~have~~are ~~not~~considering ~~established~~the ancosts ~~Audit~~and ~~Committee~~benefits associated with improving and documenting our disclosure controls and procedures and internal controls and procedures, which includes (i) hiring additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our ~~Board~~CFO ofand ~~Directors~~accounting and other finance personnel.

WeIf ~~are~~the aresult ~~development~~of ~~stage~~these ~~company~~efforts ~~with~~are ~~limited~~not ~~resources. Therefore~~successful, weor ~~cannot~~if ~~assure~~material ~~investors~~weaknesses ~~that~~are weidentified ~~will~~in beour ~~able to maintain effective~~ internal ~~controls~~control over financial reporting, ~~based~~our onmanagement ~~criteria~~will ~~set~~be ~~forth~~unable byto ~~the~~report ~~Committee~~favorably ofas ~~Sponsoring~~to ~~Organizations of~~ the ~~Treadway~~effectiveness ~~Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination~~ of ~~deficiencies,~~our in internal control over financial reporting, ~~such that there is a reasonable possibility that a material misstatement of the company’s annual~~ and/or ~~interim~~our ~~financial~~disclosure ~~statements~~controls ~~will~~and ~~not be prevented or detected on a timely basis. For these reasons~~procedures, ~~we are considering the costs~~ and ~~benefits~~we ~~associated~~could ~~with~~be ~~improving~~required ~~and~~to ~~documenting~~further ~~our~~implement ~~disclosure~~expensive ~~controls~~ and ~~procedures~~time-consuming ~~and~~remedial ~~internal~~measures ~~controls~~ and ~~procedures,~~potentially ~~which~~lose ~~includes~~investor ~~(i)~~confidence ~~hiring~~in ~~additional~~the ~~personnel~~accuracy ~~with~~and ~~sufficient~~completeness ~~U.S.~~of ~~GAAP~~our ~~experience~~financial ~~and~~reports ~~(ii)~~which ~~implementing~~could ~~ongoing~~have ~~training~~an inadverse ~~U.S.~~effect ~~GAAP~~on ~~requirements for~~ our ~~CFO~~stock price and ~~accounting~~potentially ~~and~~subject ~~other~~us ~~finance~~to ~~personnel~~litigation.

IfOur ~~the~~current ~~result~~President ofand ~~these~~director ~~efforts~~own ~~are~~52.24% ~~not~~of ~~successful,~~the oroutstanding ifshares ~~material~~of ~~weaknesses~~our ~~are~~common ~~identified~~stock inas ~~our~~of ~~internal~~the ~~control~~date ~~over~~of ~~financial~~this ~~reporting~~filing. Accordingly, ~~our~~they ~~management~~have ~~will~~a besignificant ~~unable~~influence toin ~~report~~determining ~~favorably as to~~ the ~~effectiveness~~outcome of ~~our~~all ~~internal~~corporate ~~control~~transactions ~~over financial reporting and/~~or ~~our~~other ~~disclosure~~matters, ~~controls~~including ~~and procedures~~mergers, ~~and~~consolidations ~~we could be required to further implement expensive~~ and ~~time-consuming remedial measures and potentially lose investor confidence in~~ the ~~accuracy~~sale ~~and completeness~~ of ~~our~~all ~~financial~~or ~~reports~~substantially ~~which~~all ~~could~~of ~~have an adverse effect on~~ our ~~stock price and potentially subject us to litigation~~assets.

~~Our~~6 ~~current~~Table ~~President and director own 52.92%~~ of the outstanding shares of our common stock as of the date of this filing. Accordingly, they have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets. Contents

8They ~~Table~~are able to exercise complete control over the company and have the ability to make decisions regarding, (i) whether to issue common stock and preferred stock, including decisions to issue common and preferred stock to themselves; (ii) employment decisions, including their own compensation arrangements, (iii) the appointment of ~~Contents~~all directors; and (iv) whether to enter into material transactions with related parties. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

~~They~~The ~~are~~Company ~~able~~is subject to ~~exercise complete control over~~ the ~~company and have the ability to make decisions regarding,~~ 15(id) ~~whether~~reporting torequirements ~~issue~~under ~~common~~the ~~stock~~Securities ~~and~~Exchange ~~preferred~~Act ~~stock,~~of ~~including~~1934 ~~decisions~~which todoes ~~issue~~not ~~common~~require ~~and~~a ~~preferred~~company ~~stock~~ to ~~themselves;~~file ~~(ii) employment decisions, including their own compensation arrangements, (iii) the appointment of~~ all ~~directors; and (iv) whether to enter into material transactions with related parties. The interests of our directors may differ from~~ the ~~interests~~same ofreports ~~the other stockholders~~ and ~~thus~~information ~~result~~as ina ~~corporate~~fully ~~decisions~~reporting ~~that are disadvantageous to other shareholders~~company.

~~The~~Until ~~Company~~our iscommon ~~subject~~stock tois ~~the~~registered ~~15(d) reporting requirements~~ under the ~~Securities~~ Exchange Act, ofwe ~~1934~~will ~~which does~~ not ~~require~~be a fully reporting company, tobut ~~file~~only ~~all~~subject to the ~~same~~reporting ~~reports~~obligations ~~and~~imposed ~~information~~by asSection a15(d) ~~fully~~of ~~reporting~~the ~~company~~Securities Exchange Act of 1934.

~~Until~~Pursuant ~~our~~to ~~common~~Section ~~stock~~15(d), iswe ~~registered~~are ~~under~~required to file periodic reports with the ~~Exchange~~SEC, ~~Act~~such as annual reports on Form 10-K, wequarterly ~~will~~reports ~~not~~on beForm a10-Q, ~~fully~~and ~~reporting~~current ~~company~~reports on Form 8-K, ~~but~~once ~~only~~this ~~subject~~registration tostatement is declared effective, including the annual report on Form 10-K for the fiscal year during which the registration statement is declared effective. Our registration statement was declared effective on March 28, 2017, during the year ended September 30, 2017. That filing obligation will generally apply even if our reporting obligations ~~imposed~~have bybeen ~~Section~~suspended automatically under section 15(d) of the ~~Securities~~ Exchange Act ofprior ~~1934~~to the due date for the Form 10-K.

~~Pursuant~~After tothat ~~Section~~fiscal ~~15(d),~~year weand ~~are~~provided ~~required to file periodic reports with~~ the ~~SEC,~~Company ~~such~~has asless ~~annual~~than ~~reports~~300 ~~on Form 10-K~~shareholders, ~~quarterly~~the ~~reports~~Company ~~on Form 10-Q, and current reports on Form 8-K, once this registration statement~~ is ~~declared~~not ~~effective,~~required ~~including~~to ~~the~~file ~~annual~~these ~~report~~reports. onIf ~~Form 10-K for~~ the ~~fiscal~~reports ~~year~~are ~~during~~not ~~which the registration statement is declared effective. Our registration statement was declared effective on March 28~~filed, ~~2017, during~~ the ~~year~~investors ~~ended September 30, 2017. That filing obligation~~ will ~~generally apply even if our reporting obligations~~ have ~~been~~reduced ~~suspended~~visibility ~~automatically~~as ~~under section 15(d) of the Exchange Act prior~~ to the ~~due~~Company ~~date~~and ~~for~~its ~~the~~financial ~~Form 10-K~~condition.

~~After~~In ~~that~~addition, ~~fiscal~~as ~~year~~a ~~and~~filer ~~provided~~subject ~~the~~to ~~Company~~Section ~~has~~15(d) ~~less~~of ~~than~~the ~~300~~Exchange ~~shareholders~~Act, the Company is not required to ~~file~~prepare ~~these~~proxy ~~reports.~~or Ifinformation ~~the~~statements; ~~reports~~our ~~are~~common stock will not ~~filed,~~be subject to the ~~investors~~protection of the going private regulations; the company will ~~have~~be ~~reduced~~subject ~~visibility~~to asonly limited portions of the tender offer rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our company; that these persons will not be subject to the ~~Company~~short-swing profit recovery provisions of the Exchange Act; and ~~its~~that ~~financial~~more ~~condition~~than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.

InWe ~~addition,~~will ~~as a filer subject to Section 15(d) of the Exchange Act, the Company is~~ not be required to ~~prepare~~evaluate ~~proxy or information statements;~~ our ~~common~~internal ~~stock~~control ~~will~~over ~~not~~financial bereporting ~~subject~~under toSection ~~the~~404 ~~protection~~ of the ~~going~~Sarbanes-Oxley ~~private~~Act ~~regulations;~~until the ~~company~~end ~~will be subject to only limited portions~~ of the ~~tender~~second ~~offer~~fiscal ~~rules;~~year ~~our~~reported ~~officers,~~upon ~~directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings~~ in our ~~company;~~second ~~that~~annual these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report ~~information~~on ~~about~~form ~~their ownership positions in the securities~~10-K.

WeThe ~~will~~Sarbanes-Oxley ~~not~~Act beof ~~required~~2002 toand ~~evaluate~~the ~~our~~new ~~internal~~rules ~~control~~subsequently ~~over~~implemented ~~financial~~by ~~reporting~~the ~~under~~Securities ~~Section~~and ~~404~~Exchange ofCommissions, the ~~Sarbanes-Oxley~~Financial ~~Act~~Industry ~~until~~Regulatory ~~the~~Authority ~~end~~(“FINRA”) ofand the ~~second~~Public ~~fiscal~~Company ~~year~~Accounting ~~reported~~Oversight ~~upon~~Board have imposed various new requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our ~~second~~legal ~~annual~~and ~~report~~financial oncompliance ~~form~~costs 10and to make some activities more time-Kconsuming and costly. These costs could affect profitability and the results of our operations.

~~The~~We ~~Sarbanes-Oxley~~are ~~Act~~in ~~of 2002 and~~ the ~~new~~process ~~rules~~of ~~subsequently~~determining ~~implemented~~whether byour ~~the~~existing ~~Securities~~internal ~~and~~controls ~~Exchange~~over ~~Commissions,~~financial ~~the~~reporting ~~Financial~~systems ~~Industry~~are ~~Regulatory~~compliant ~~Authority~~with ~~(“FINRA”)~~Section ~~and the Public Company Accounting Oversight Board have imposed various new requirements on public companies, including requiring changes in corporate governance practices~~404. We ~~expect~~will ~~these~~not ~~rules~~be ~~and~~required ~~regulations~~ to ~~increase~~conduct ~~our~~the ~~legal~~evaluation ~~and~~of ~~financial~~the ~~compliance~~effectiveness ~~costs~~of ~~and~~our tointernal ~~make~~controls ~~some~~until ~~activities~~the ~~more~~end ~~time-consuming~~of ~~and~~the ~~costly.~~fiscal ~~These~~year ~~costs~~reported ~~could~~upon ~~affect~~in ~~profitability~~our ~~and~~second ~~the~~annual ~~results~~report ofon ~~our~~Form ~~operations~~10-K.

WeIn ~~are~~addition, inbecause ~~the~~we ~~process~~are ofa ~~determining~~smaller ~~whether~~reporting ~~our~~company, ~~existing~~we ~~internal~~are ~~controls~~not ~~over~~required ~~financial~~to ~~reporting~~obtain ~~systems~~the ~~are~~auditor ~~compliant~~attestation ~~with~~of ~~Section~~management’s ~~404.~~evaluation Weof ~~will~~internal ~~not~~controls beover ~~required~~financial toreporting. ~~conduct~~If ~~the~~we ~~evaluation~~obtain ofand ~~the~~disclose ~~effectiveness~~such ofreports, ~~our~~we ~~internal~~could ~~controls~~continue ~~until~~doing ~~the~~so ~~end~~at ofour ~~the~~discretion ~~fiscal~~so ~~year~~long ~~reported~~as ~~upon~~we inremain ~~our~~a ~~second~~smaller ~~annual~~reporting ~~report on Form 10-K~~company.

In7 ~~addition,~~Table ~~because we are a smaller reporting company, we are not required to obtain the auditor attestation~~ of management’s evaluation of internal controls over financial reporting. If we obtain and disclose such reports, we could continue doing so at our discretion so long as we remain a smaller reporting company.Contents

9This ~~Table~~process of ~~Contents~~internal control evaluation and attestation may divert internal resources and will take a significant amount of time, effort and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and re-evaluate our financial reporting. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results, which could adversely affect our ability to comply with our periodic reporting obligations under the Exchange Act.

~~This~~Risks ~~process~~Related ~~of internal control evaluation and attestation may divert internal resources and will take a significant amount of time, effort and expense~~ to ~~complete.~~our IfCommon itStock ~~is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures~~ and ~~re-evaluate~~this ~~our financial reporting~~Offering. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results, which could adversely affect our ability to comply with our periodic reporting obligations under the Exchange Act.

~~Risks~~Because ~~Related~~we do not intend to pay any cash dividends on our ~~Common~~common ~~Stock~~stock ~~and~~for ~~this~~the ~~Offering~~foreseeable future, our stockholders will not be able to receive a return on their shares unless they sell them.

~~Because~~We weintend doto ~~not~~retain ~~intend~~any future earnings to ~~pay~~finance the development and expansion of our business. We have never paid any cash dividends onand ~~our~~currently ~~common~~do ~~stock~~not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our ~~stockholders~~funding ~~will~~sources ~~not~~may belikely ~~able~~prohibit tothe ~~receive~~payment of a ~~return~~dividend. Because we do not intend to declare dividends, any gain on ~~their~~an ~~shares~~investment ~~unless~~in ~~they~~Kinetic ~~sell~~Group ~~them~~Inc. will need to come through appreciation of the stock’s price.

WeFINRA ~~intend~~sales topractice ~~retain~~requirements any future earnings to finance the development and expansion of our business. We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may ~~likely~~limit ~~prohibit the payment of~~ a ~~dividend.~~stockholder’s ~~Because~~ability ~~we do not intend~~ to ~~declare~~buy ~~dividends,~~and ~~any~~sell ~~gain~~our ~~on an investment in Kinetic Group Inc. will need to come through appreciation of the~~ stock~~’s price~~.

In addition to the “penny stock” rules described below, FINRA ~~sales~~has ~~practice~~adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. 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~~have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to ~~buy~~resell ~~and~~shares ~~sell~~of our common stock.

InOur ~~addition~~common tostock ~~the~~was ~~“penny~~accepted ~~stock”~~for ~~rules~~quotation ~~described~~on ~~below,~~the ~~FINRA~~OTC ~~has~~Bulletin ~~adopted~~Board ~~rules~~and ~~that~~OTC ~~require~~Link ~~that~~during inthe ~~recommending~~year anended ~~investment~~September to30, a2018. ~~customer,~~As a ~~broker-dealer~~result, ~~must~~the ~~have~~application ~~reasonable~~of ~~grounds for believing that~~ the ~~investment~~“Penny isStock” ~~suitable~~rules ~~for~~could ~~that~~adversely ~~customer.~~affect ~~Prior~~the tomarket ~~recommending~~price ~~speculative~~of ~~low-priced~~our ~~securities~~common toshares ~~their~~and ~~non-institutional~~increase ~~customers,~~your ~~broker-dealers~~transaction ~~must~~costs ~~make reasonable efforts~~ to ~~obtain~~sell ~~information~~those ~~about~~shares. ~~the~~The ~~customer’s~~Securities ~~financial status, tax status, investment objectives~~ and ~~other~~Exchange ~~information.~~Commission ~~Under~~has ~~interpretations~~adopted ofRule ~~these rules~~3A51-1, ~~FINRA~~which ~~believes~~establishes ~~that~~the ~~there~~definition isof a ~~high~~“Penny ~~probability~~Stock,” ~~that speculative low-priced securities will not be suitable~~ for atthe ~~least~~purposes ~~some~~relevant ~~customers.~~to ~~The~~us, ~~FINRA~~as ~~requirements~~any ~~make~~equity itsecurity ~~more difficult for broker-dealers to recommend~~ that ~~their~~has ~~customers~~market ~~buy~~price ~~our~~of ~~common~~less ~~stock,~~than ~~which~~$5.00 ~~may~~per ~~have~~share ~~the~~or ~~effect~~within ofan ~~reducing~~exercise ~~the~~price ~~level~~ of ~~trading~~less ~~activity~~than ~~in our common stock~~$5.00 Asper ~~a result~~share, ~~fewer~~subject ~~broker-dealers~~to ~~may~~certain beexceptions. ~~willing~~For toany ~~make~~transaction involving a ~~market~~penny ~~in our common~~ stock, ~~reducing~~unless aexempt, ~~stockholder’s~~Rule ~~ability~~15G-9 ~~to resell shares of our common stock.~~require:

~~Our~~- ~~common~~that ~~stock~~a ~~was~~broker ~~accepted~~or ~~for~~dealer ~~quotation~~approve ~~on the OTC Bulletin Board and OTC Link during the year ended September 30, 2018. As~~ a ~~result,~~person’s ~~the~~account ~~application~~for oftransactions ~~the~~in ~~“Penny~~penny ~~Stock”~~stocks; ~~rules~~and ~~could~~- ~~adversely affect~~ the ~~market~~broker ~~price~~or ofdealer ~~our~~receive ~~common~~from ~~shares and increase your transaction costs to sell those shares. The Securities and Exchange Commission has adopted Rule 3A51-1, which establishes~~ the ~~definition~~investor of a ~~“Penny~~written ~~Stock,”~~agreement ~~for~~to the ~~purposes relevant to us~~transaction, assetting ~~any~~forth ~~equity~~the ~~security~~identity ~~that~~and ~~has~~quantity ~~market price~~ of ~~less~~the ~~than $5.00 per share or within an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a~~ penny stock, ~~unless~~to ~~exempt,~~be ~~Rule 15G-9 require:~~purchased.

-In ~~that~~order ato ~~broker or dealer~~ approve a person’s account for transactions in penny stocks;, ~~and -~~ the broker or dealer ~~receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.~~must:

In- ~~order~~obtain tofinancial ~~approve~~information aand investment experience objectives of the person’s; ~~account~~and ~~for~~- make a reasonable determination that the transactions in penny stocks, are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

-8 ~~obtain~~Table ~~financial information and investment experience objectives~~ of the person; and - make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:Contents

	-	sets forth the basis on which the broker or dealer made the suitability determination; and
	-	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

10Generally, ~~Table~~brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of ~~Contents~~our common stock and cause a decline in the market value of our stock.

~~Generally,~~You ~~brokers~~ may beface ~~less~~significant ~~willing~~restrictions toon ~~execute~~the ~~transactions~~resale inof ~~securities~~your ~~subject~~shares due to ~~the~~state “~~penny~~blue ~~stock~~sky” ~~rules~~laws. ~~This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.~~

~~You~~Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state. We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may ~~face~~be significant state blue sky law restrictions on the ~~resale~~ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares ~~due~~without tothe significant expense of state ~~“blue~~registration ~~sky”~~or ~~laws~~qualification.

~~Each~~You ~~state~~could has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be adiluted ~~registration~~by ~~in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state. We do not know whether~~ our ~~securities~~future ~~will~~issuances ~~be registered or exempt from registration under the laws~~ of ~~any~~capital ~~state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common~~ stock. ~~There may be significant state blue sky law restrictions on the ability of investors to sell,~~ and onderivative ~~purchasers to buy, our~~ securities. ~~You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.~~

~~You~~As ~~could~~of beSeptember ~~diluted~~30, by2024, we had 26,420,200 shares of common stock outstanding and no shares of preferred stock outstanding. We are authorized to issue up to 75,000,000 shares of common stock and no shares of preferred stock. To the extent of such authorization, our Board of Directors will have the ability, without seeking stockholder approval, to issue additional shares of common stock or preferred stock in the future ~~issuances~~for such consideration as the Board of ~~capital~~Directors may consider sufficient. The issuance of additional common stock or preferred stock in the future may reduce your proportionate ownership and ~~derivative~~voting ~~securities~~power.

AsIf ofa ~~September~~market ~~30,~~develops ~~2023,~~for weour ~~had 26,320,200~~ shares ~~of common stock outstanding and no shares of preferred stock outstanding. We are authorized to issue up to 75~~,~~000,000~~ ~~shares~~sales of ~~common stock and no shares of preferred stock. To the extent of such authorization,~~ our ~~Board of Directors will have the ability, without seeking stockholder approval, to issue additional~~ shares ofrelying ~~common~~upon ~~stock~~Rule or144 ~~preferred stock in the future for such consideration as the Board of Directors~~ may ~~consider~~depress ~~sufficient.~~prices ~~The issuance of additional common stock or preferred stock~~ in ~~the~~that ~~future~~market ~~may~~by ~~reduce~~a ~~your~~material ~~proportionate ownership and voting power~~amount.

IfAs aof ~~market~~September ~~develops~~30, ~~for~~2024, ~~our~~a ~~shares~~total of 3,155,000 ~~sales~~of the outstanding shares of our ~~shares~~Common ~~relying~~Stock ~~upon~~are ‘‘unrestricted securities’’ within the meaning of Rule 144 under the Securities Act of 1933, as amended. As unrestricted securities, these shares may ~~depress~~be ~~prices~~resold inunder ~~that~~the ~~market~~requirements byof aRule ~~material~~144 ~~amount~~or other applicable exemptions from registration under the Act and as required under applicable state securities laws.

AsWe ofintend ~~September~~to ~~30,~~sell ~~2023,~~more arestricted ~~total~~shares ofor ~~2,030,000~~securities ofconvertible ~~the~~into ~~outstanding~~restricted shares as part of our ~~Common~~efforts ~~Stock~~to ~~are~~finance ~~‘‘unrestricted~~the ~~securities~~Company’’s ~~within~~operations. ~~the~~As ~~meaning~~a result of revisions to Rule 144, ~~under~~there ~~the~~is ~~Securities~~no ~~Act~~limit on the amount of ~~1933,~~restricted assecurities ~~amended~~that may be sold by a non-affiliate (i.e., Asa ~~unrestricted~~stockholder ~~securities~~who has not been an officer, ~~these~~director ~~shares~~or ~~may~~control beperson ~~resold~~for ~~under~~at least 90 consecutive days) after the ~~requirements~~restricted securities have been held by the owner for a period of one year. A sale under Rule 144 or ~~other~~under ~~applicable~~any ~~exemptions~~other exemption from the Act, if available, or pursuant to registration ~~under~~of shares of Common Stock of present stockholders, may have a depressive effect upon the ~~Act~~price ~~and~~of asthe ~~required~~Common ~~under~~Stock ~~applicable~~in ~~state~~any ~~securities~~market ~~laws~~that may develop.

WeItem ~~intend to sell more restricted shares or securities convertible into restricted shares as part of our efforts to finance the Company’s operations~~1B. AsUNRESOLVED aSTAFF result of revisions to Rule 144, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of one year. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of Common Stock of present stockholders, may have a depressive effect upon the price of the Common Stock in any market that may develop.COMMENTS

~~Item~~On ~~1B.~~September ~~UNRESOLVED~~30, ~~STAFF~~2024, ~~COMMENTS~~none.

On9 ~~September~~Table ~~30,~~of ~~2023, none.~~Contents

Item 2. PROPERTIES

We do not hold ownership or leasehold interest in any property.

Item 3. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

Item 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

1110 Table of Contents

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

On August 27, 2018, our common stock was verified for trading on OTC Link ATS under the trading symbol KNIT. Prior to that time, there was no public market for our stock. The following table sets forth for the indicated periods the high and low intra-day sales price per share for our common stock on the OTC Link ATS for the year ended September 30, ~~2023~~2024.

	2022-2023
	2023-2024
	High		Low
First Quarter	$	46.5000	$	3.5390
Second Quarter	$	410.7500	$	4.5005
Third Quarter	$	47.7520	$	47.7514
Fourth Quarter	$	57.8516	$	34.00

* There were trades 525,~~046~~092 of our common stock during the relevant period.

Holders.

As of September 30, ~~2023~~2024, there were 137 holders of 2625,~~196~~854,200 shares of the Company’s common stock (9897.3586%). With the balance of the Company’s common stock being trades in the open market and new offering.

Dividends.

The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company’s business.

1211 Table of Contents

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent sales of unregistered securities.

In August 2022, we sold 10,000 shares in open market transactions.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the years ended September 30, ~~2023~~2024 and ~~2022~~2023.

Item 6. SELECTED FINANCIAL DATA

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

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission.

Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

Results of operations for the years ended September 30, ~~2023~~2024 and ~~2022~~2023.

Revenue

We do not generate revenue from operations or investments. We continue ~~with~~working ~~the~~to ~~final~~access ~~details~~capital offor ~~Due~~complete ~~Diligence~~acquisition ~~about~~of ~~our~~ prospective AI company ~~and~~which ~~hope~~we tosigned ~~sign~~ the SPA at the end of November 2023. We have initiated evaluation of other business opportunities in Panama and Colombia.

Our gross revenue for the years ended September 30, ~~2023~~2024 and ~~2022~~2023 was $0 and $0 respectively. Our cost of revenues for the year ended September 30, ~~2023~~2024 was $0 resulting in a gross income of $0.

1312 Table of Contents

Costs and Expenses

The major components of our expenses for the years ended September 30, ~~2023~~2024 and ~~2022~~2023 are outlined in the table below:

	For the Year Ended Sept. 30, 2023		For the Year Ended Sept. 30, 2022		Increase (Decrease)
	For the YearEndedSept. 30, 2024		For the YearEndedSept. 30, 2023		Increase (Decrease)
Compensation - officers	$	5456,000	$	2054,~~300~~000	$	332,~~700~~000
Professional fees	$	5927,~~436~~621	$	1058,~~850~~178	$	48(30,~~586~~557	)
Acquisition Fees	$	0	$	~~14,941~~0	$	~~-14,941~~0
General and administrative	$	811,~~339~~440	$	69,~~766~~598	$	1,~~573~~842
Total	$	~~121~~95,~~776~~061	$	52121,~~857~~776	$	68(26,~~919~~715	)

Accounts Payable – Related Parties

As of September 30, ~~2023~~2024 and ~~2022~~2023 the Company owed its shareholders-directors and officers as follow:

For the Year Ended Sept. 30, 2023

For the Year Ended Sept. 30, 2022

Increase (Decrease)

For the YearEndedSept. 30, 2024

For the Year EndedSept. 30, 2023

Increase (Decrease)

Shareholders

7797,~~380~~334

2477,~~112~~380

5319,~~268~~954

Officers

72126,~~010~~022

1872,~~000~~010

54,~~010~~012

Total

~~149~~223,~~390~~356

42149,~~112~~390

~~107~~73,~~278~~965

Liquidity

Our internal liquidity is provided by our shareholders and the sale of common stocks. During the years ended September 30, ~~2023~~2024 and ~~2022~~2023 the Company reported net loss from operations of -$~~121~~95,~~776~~061 and - $52121,~~857~~776, respectively.

To date we have financed our operations by cash generated from sales of shares of our common stock and cash from our shareholders.

To date we have not sold shares of common stock to our officers and directors. We sold 10,000 shares at $2.00 per share in the open market to generate cash to cover expenses.

Additional capital may be required to maintain ongoing operations.

We have explored and are continuing to explore options to provide additional financing to fund future operations as well as other possible courses of action. Such actions include, but are not limited to, securing lines of credit, sales of debt or equity securities (which may result in dilution to existing shareholders), loans and cash advances from our directors or other third parties, and other similar actions. There can be no assurance that we will be able to obtain additional funding (if needed), on acceptable terms or at all, through a sale of our common stock, loans from financial institutions, our directors, or other third parties, or any of the actions discussed above. If we cannot sustain profitable operations, and additional capital is unavailable, lack of liquidity could have a material adverse effect on our business viability, financial position, results of operations and cash flows.

1413 Table of Contents

Cash Flows

The table below, for the period indicated, provides selected cash flow information:

Cash Flow	For the ~~Year Ended Sept~~YearEndedSept. 30, ~~2023~~2024			For the ~~Year Ended Sept~~YearEndedSept. 30, ~~2022~~2023
Net cash provided (used) by shareholders and sale common share	$	-13,652		$	-558,955
Net cash provided used by soperating activities	$	(92	)	$	(13,652	)
Cash used in activities	$	0		$	0
Net Cash Provided by Financing Activities	$	0		$	100
Net Cash	$	100		$	572,620
Net increase (decrease) in cash	$	(92	)	$	(13,552	)
Net increase (decrease) in cash	$	-13,552		$	13,665

We have not generated revenues during the years ended September 30, ~~2023~~2024 and ~~2022~~2023, respectively. In addition, we received proceeds of $0 and $20,000 from the sale of our common stock during the years ended September 30, ~~2023~~2024 and ~~2022~~2023. We received $5319,~~168~~954 during the reporting period from our shareholders. ~~Cash flow for September 2022 was revised.~~

Cash Flows from Investing Activities

We did not generate any cash from investing activities during the year ended September 30, ~~2023~~2024.

Cash Flows from Financing Activities

Not applicable.

Recent Accounting Pronouncements

See Note 2 to the Financial Statements.

Off Balance Sheet Arrangements

As of September 30, ~~2023~~2024 and ~~2022~~2023, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

1514 Table of Contents

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

KINETIC GROUP INC.

Index to the Financial Statements

Contents		Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets on September 30, 2023 and 2022		F-2
Balance Sheet on September 30, 2024 and 2023		F-2
Consolidated Statements of Operations for the Years Ended September 30, 2023 and 2022		F-3
Statement of Operations for the Years Ended September 30, 2024 and 2023		F-3
Consolidated Statement of Changes in Stockholders’ Deficit for the Years Ended September 30, 2023 and 2022.		F-4
Statements of Stockholders’ Deficit for the Years Ended September 30, 2024 and 2023.		F-4
Consolidated Statements of Cash Flows for the Years Ended September 30, 2023 and 2022		F-5
Statements of Cash Flows for the Years Ended September 30, 2024 and 2023		F-5
Notes to the Consolidated Financial Statements		F-6
Notes to the Financial Statements		F-6

1615 Table of Contents

~~Report~~REPORT ofOF anINDEPENDENT ~~Independent~~REGISTERED ~~Registered~~PUBLIC ~~Public~~ACCOUNTING ~~Accounting Firm~~FIRM

To the ~~shareholders~~Board ~~and~~of ~~the~~Directors ~~board~~and ofStockholders ~~directors~~ of ~~Kinetic Group Inc~~

~~Opinion~~Kinetic onGroup ~~the Financial Statements~~Inc.

We2801 ~~have~~NW ~~audited~~74TH ~~the accompanying balance sheets of Kinetic Group Inc (the “Company”) as of September 30~~Avenue, ~~2023~~Miami, the related consolidated statements of operations, changes in shareholders’ equity and cash flows, for each of the two years in the period ended September 30, 2023, and the related notes collectively referred to as the “financial statements.Florida

InOpinion ~~our~~on ~~opinion,~~ the ~~financial~~Financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and 2022, and the results of its operations and its cash flows for the year ended September 30, 2022, in conformity with U.S. generally accepted accounting principles.Statements

~~Going~~We ~~Concern~~have audited the accompanying balance sheets of Kinetic Group Inc. (“the Company”) as of September 30, 2024, and September 30, 2023, and the related statements of operations, stockholders' deficit, and cash flows, for the two years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024, and September 30, 2023, and the results of its operations and its cash flows for the two years ended September 30, 2024, and September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~The~~Substantial ~~accompanying~~Doubt ~~financial~~about ~~statements have been prepared assuming~~ the ~~company~~Company's ~~will~~ability ~~continue as a going concern as disclosed in Note 3~~ to ~~the~~continue financial statement, the Company has continuously incurred a net loss of $121,776 for the year ended September 30, 2023, and an accumulated deficit of $372,555 at September 30, 2023. The continuation of the Company as a ~~going~~Going concern through September 30, 2023, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due.Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 of the financial statements, the Company has incurred a significant working capital deficit of $244,973 and accumulated deficit balance of $467,616. These ~~factors~~conditions, along with weaknesses in internal controls and uncertainty regarding the ability to obtain sufficient financing, raise substantial doubt about the ~~company~~Company’s ability to continue as a going concern. ~~These~~The financial statements do not include any adjustments that might result from the outcome of ~~the~~this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ~~We conducted our audits in accordance with the standards of the PCAOB.~~

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. ~~Our~~The ~~audits included~~Company ~~performing~~is ~~procedures~~not required to ~~assess~~have, ~~the~~nor ~~risks~~were ofwe ~~material~~engaged ~~misstatement of the financial statements, whether due~~ to ~~error or fraud~~perform, ~~and~~an ~~performing~~audit ~~procedures~~of ~~that~~its ~~respond~~internal tocontrol ~~those~~over ~~risks~~financial reporting. ~~Such~~As ~~procedures~~part ~~included~~of ~~examining~~our audits, onwe aare ~~test~~required ~~basis,~~to ~~evidence~~obtain ~~regarding~~an ~~the~~understanding ~~amounts~~of ~~and~~internal ~~disclosures~~control inover ~~the~~ financial ~~statements.~~reporting, ~~Our~~but ~~audits~~not ~~also~~for ~~included~~the ~~evaluating~~purpose ~~the~~of ~~accounting~~expressing ~~principles~~an ~~used~~opinion ~~and~~on ~~significant~~the ~~estimates~~effectiveness ~~made~~of bythe ~~management,~~Company’s asinternal ~~well~~control asover ~~evaluating~~financial ~~the~~reporting. ~~overall~~Accordingly, ~~presentation~~we ofexpress ~~the~~no ~~financial~~such ~~statements~~opinion.

WeOur ~~believe~~audits ~~that~~included ~~our~~performing ~~audits~~procedures ~~provide~~to aassess ~~reasonable~~the ~~basis~~risks ~~for~~of ~~our~~material ~~opinion.~~misstatement ~~The~~of ~~company~~the isfinancial ~~not~~statements, ~~required~~whether due to ~~have~~error or fraud, ~~nor~~and ~~were~~performing weprocedures ~~engaged~~that respond to ~~perform,~~those anrisks. ~~audit~~Such ofprocedures ~~its~~included ~~internal~~examining, ~~control~~on ~~over~~a ~~financial~~test ~~reporting.~~basis, Asevidence ~~part~~regarding ofthe ~~our~~amounts ~~audits,~~and wedisclosures ~~are~~in ~~required~~the tofinancial ~~obtain~~statements. anOur ~~understanding~~audits ofalso ~~internal~~included ~~control~~evaluating ~~over~~the ~~financial~~accounting ~~reporting~~principles ~~but~~used ~~not~~and ~~for~~significant ~~the~~estimates ~~purpose~~made ofby ~~expressing~~management, anas ~~opinion~~well onas evaluating the ~~effectiveness~~overall presentation of the ~~Company’s~~financial ~~internal~~statements. ~~control~~We ~~over~~believe ~~financial~~that ~~reporting.~~our ~~Accordingly,~~audits weprovide ~~express~~a noreasonable ~~such~~basis for our opinion.

~~Critical~~We ~~Audit~~have ~~Matters~~served as the Company’s auditor since 2025.

~~Critical~~Victor audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challengingMokuolu, ~~subjective,~~CPA or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. There are no critical audit matters to be communicated.PLLC

~~OLAYINKA~~Houston, ~~OYEBOLA & CO.~~Texas

~~(Chartered~~August ~~Accountants)-PCAOB~~27, ~~ID 5968~~2025

WePCAOB ~~have~~ID: ~~served as the Company’s auditor since September 2020.~~6771

~~November~~F-1 ~~13th,~~Table ~~2023.~~of Contents

~~Lagos~~KINETIC ~~Nigeria~~GROUP INC.

~~F-1~~BALANCE ~~Table of Contents~~SHEET

KINETIC GROUP INC.

	As of 9/30/2024			As of 9/30/2023

ASSETS
Current Assets
Cash	$	21		$	113

TOTAL ASSETS	$	21		$	113

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Account payable Related Parties	$	223,356		$	149,390
Account payable Others	$	21,639		$	2,636
Total current Liabilities	$	244,994		$	152,026

Stockholders’ Deficit:
Common stock, par value $0.001 per share, 75,000,000 shares authorized; 26,420,200 shares issued and outstanding as of September 30, 2024 and 26,320,200 at September 30, 2023	$	26,420		$	26,320
Additional paid-in capital	$	196,222		$	194,322
Accumulated deficit	$	(467,616	)	$	(372,554	)
Total stockholders’ deficit	$	(244,973	)	$	(151,913	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	21		$	113

~~CONSOLIDATED~~The ~~BALANCE~~accompanying ~~SHEETS~~notes are an integral part of these financial statements

	(Audited)			(Audited)
	Year Ended 9/30/2023			Year Ended 9/30/2022
ASSETS
Current Assets
Cash	$	113		$	13,665
Due from Related Parties	$	550,000		$	550,000
TOTAL ASSETS	$	550,113		$	563,665
LIABILITIES AND STOCKHOLDER'S EQUTY
Current Liabilities
Account payable and accrued liabilities	$	152,026		$	43,902
Advance Receivables
Total current Liabilities	$	152,026		$	43,902
Stockholders’ Equity (Deficit):
Common stock, par value $0.001 per share, 75,000,000 shares authorized; 26,320,200 shares issued and outstanding as of September 30, 2023 and September 30, 2022	$	26,320		$	26,320
Additional paid-in capital	$	744,322		$	744,222
Accumulated deficit	$	(372,555	)	$	(250,779	)
Total stockholders’ equity (deficit)	$	398,087		$	519,763
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)	$	550,113		$	563,665

F-2

Table of Contents

~~The~~KINETIC ~~accompanying~~GROUP ~~notes are an integral part of these consolidated financial statements~~INC.

~~F-2~~STATEMENTS ~~Table~~OF ~~of Contents~~OPERATIONS

KINETIC GROUP INC.

	Year Ended 9/30/2024			Year Ended 9/30/2023


Revenue	$	-		$	-
Cost of revenue	$	-		$	-
Gross profit	$	-		$	-
Operating Expenses:
Officer Compensation	$	56,000		$	54,000
Professional Fees	$	27,621		$	58,178
General and administrative	$	11,440		$	9,598
Total operating expenses	$	95,061		$	121,776
Income (Loss) from Operations	$	(95,061	)	$	(121,776	)
Income tax provision	$	-		$	-
Net Income (Loss)	$	(95,061	)	$	(121,776	)

Net Income (Loss) Per Common Share:
Net Income (Loss) per common share - Basic and Diluted	$	0.00		$	0.00
Outstanding - Basic and Diluted		26,420,200			26,320,200

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~OPERATIONS~~are an integral part of these financial statements

	(Audited)			(Audited)
	Year Ended 9/30/2023			Year Ended 9/30/2022
Revenue	$	-		$	-
Cost of revenue	$	-		$	-
Gross profit	$	-		$	-
Operating Expenses:
Officer Stock Base Compensation	$	54,000		$	20,300
Professional Fee	$	59,436		$	14,941
General and administrative	$	8,339		$	17,616
Total operating expenses	$	121,776		$	52,857
Income (Loss) from Operations	$	(121,776	)	$	(52,857	)
Income tax provision	$	-		$	-
Net Income (Loss)	$	(121,776	)	$	(52,857	)
Net Income (Loss) Per Common Share:
Net Income (Loss) per common share - Basic and Diluted	$	0.00		$	0.00
Outstanding - Basic and Diluted		26,320,200			26,320,200

F-3

Table of Contents

~~The~~KINETIC ~~accompanying~~GROUP ~~notes are an integral part of these consolidated financial statements~~INC.

~~F-3~~STATEMENTS ~~Table~~OF ofSTOCKHOLDERS’ ~~Contents~~DEFICIT

KINETIC GROUP INC.

	Common stock				Additional Paid-in		Accumulated
Description	Shares		Amount $		Capital		Deficit			Total

Balance – October 1, 2022		26,320,200	$	26,320	$	194,222	$	(250,779	)	$	(30,237	)
Additional paid in capital		0.00	$	0	$	100		-		$	100
Net Loss							$	(121,776	)	$	(121,776	)
Balance – September 30, 2023		26,320,200	$	26,320	$	194,322	$	(372,554	)	$	(151,913	)

Balance – October 1, 2023		26,320,200	$	26,320	$	194,322	$	(372,554	)	$	(151,913	)
								-
Officers stock-based compensation		100,000	$	100	$	1,900	$	0		$	2,000
Net Loss		-				-	$	(95,061	)	$	(95,061	)
Balance – September 30, 2024		26,420,200.00	$	26,420	$	196,222	$	(467,616	)	$	(244,973	)

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~STOCKHOLDERS’~~are ~~EQUITY~~an integral part of these financial statements

	Common stock				Additional Paid-in		Accumulated
Description	Shares		Amount		Capital		Deficit		Total
Balance – October 1, 2021		23,710,200	$	23,710	$	174,212	$	-197,922	$	-
Officers stock-based compensation		2,300,000	$	2,300		-		-	$	2,300
Additional paid in capital		310,000	$	310	$	570,010		-	$	570,320
Net Lost							$	-52,857	$	-52,857
Balance – September 30, 2022		26,320,200	$	26,320	$	744,222	$	-250,779	$	519,763
Balance – October 1, 2022		26,320,200	$	26,320	$	744,222	$	-250,779	$	519,763
Common stock issued		0	$	0		-		-	$	0
Additional paid in capital		-		-	$	100	$	0	$	100
Net (loss)		-				-	$	-121,776	$	-121,776
Balance – September 30, 2023		26,320,200	$	26,320	$	744,322	$	-372,555	$	398,087

F-4

Table of Contents

~~The~~KINETIC ~~accompanying~~GROUP ~~notes are an integral part of these consolidated financial statements~~INC.

~~F-4~~STATEMENTS ~~Table~~OF ofCASH ~~Contents~~FLOWS

KINETIC GROUP INC.

	Year Ended 9/30/2024			Year Ended 9/30/2023

Operating Activities:
Net loss	$	(95,061	)	$	(121,776	)
Adjustments to reconcile net loss to net cash used in operating activities:

Due from related party	$	54,012		$	53,168
Accounts Payable (A/P):Accounts Payable Vendors	$	19,003		$	54,956
Accounts payable and accrued liabilities	$	0		$	0
Accounts payable - related party	$	19,954		$	0
Stock-based Compensation	$	2,000
Net Cash Provided Used by Operating Activities	$	(92	)	$	(13,652	)

Net Cash Used in Investing Activities	$	0		$	0

Financing Activities:
Additional Paid-in capital	$	0		$	100

Net Cash Provided by Financing Activities	$	0		$	100

Net Change in Cash	$	(92	)	$	(13,552	)
Cash - Beginning of Period	$	113		$	13,665
Cash - End of Period	$	21		$	113

Cash paid during the period for:
Interest	$	0		$	0
Income tax paid	$	0		$	0

Restricted common stock canceled, and proceeds contributed to capital
Issuance of 26,420,200 and 26,320,200 shares at par		26,420			26,320

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~CASH~~are ~~FLOWS~~an integral part of these financial statements

	Year Ended 9/30/2023		Year Ended 9/30/2022
Operating Activities:
Net loss	$	-121,776	$	-52,857
Adjustments to reconcile net loss to net cash used in operating activities:
Cancelation of debt and common shares	$	0	$	0
Issuance officer's stock-based compensation
Due from related party	$	53,168	$	-550,000
Accounts Payable (A/P): Account Payable Vendors	$	54,956
Accounts payable and accrued liabilities	$	0	$	43,902
Accounts payable - related party	$	0
Net Cash Provided (Used) by Operating Activities	$	-13,652	$	-558,955
Investing Activities:
Acquisition of property and equipment			$	0
Acquisition of software			$	0
Net Cash Used in Investing Activities	$	0	$	0
Financing Activities:
Proceeds from issuance of common stock			$	0
Additional Paid-in capital	$	100	$	570,010
Common stock issued			$	2,610
Net Cash Provided by Financing Activities	$	100	$	572,620
				-
Net Change in Cash	$	-13,552	$	13,665
Cash - Beginning of Period	$	13,665	$	0
Cash - End of Period	$	113	$	13,665
Cash paid during the period for:
Interest	$	0	$	0
Income tax paid	$	0	$	0
Non-Cash Financing and Investing Activities:
Restricted common stock canceled, and proceeds contributed to capital			$	0
Issuance of 26,320,200 shares for officer’s compensation at par	$	0	$	0

F-5

Table of Contents

~~The~~KINETIC ~~accompanying~~GROUP ~~notes are an integral part of these consolidated financial statements~~INC.

~~F-5~~NOTES ~~Table~~TO ofTHE ~~Contents~~SEPTEMBER 30, 2024, AND 2023 CONSOLIDATED FINANCIAL STATEMENTS

~~KINETIC~~Note ~~GROUP~~1 ~~INC.~~– Organization and Operations

~~NOTES~~Kinetic TOGroup ~~THE~~Inc., ~~SEPTEMBER~~a 30Nevada corporation, ~~2023~~(the “Company”) was formed under the laws of the State of Nevada on June 6, ~~AND~~2014. ~~2022~~Kinetic ~~CONSOLIDATED~~Group ~~FINANCIAL~~Inc. ~~STATEMENTS~~(“KNIT” or “Company”) changed its business description and now is a technology holding company, offering digital transformation through AI technology to enterprises looking to improve strategic and operational decision making. KNIT accelerates the digital transformation of companies by converting property, plants and equipment into Smart Assets which enhance productivity. The Company will generate revenue from acquisitions and operations in Latin America and the USA.

~~Note~~On 1April –18, ~~Organization~~2023, The Company announced that it has signed a formal Memorandum of Understanding with a profitable AI Company. On November 23, 2023, KINETIC finalized the terms of the acquisition of BINNOPS Technologies US LLC a profitable technology company focused on digital transformation solutions to enterprises. As a result of this acquisition, KINETIC will own 100% of an early entrant AI company offering customizable AI solutions to businesses to improve their decision making, reduce risk and ~~Operations~~improve operations. Customized solutions, including Digital Twins, Smart Assets, AI predictive analytics and Metaverse engagement are designed to produce significant productivity improvements. BINNOPS is an early mover in offering a suite of AI business solutions to both the private and public sectors.

~~Kinetic~~Note ~~Group~~2 ~~Inc.,~~– aSummary ~~Nevada corporation, (the “Company”) was formed under the laws~~ of ~~the~~Significant ~~State~~Accounting of Nevada on June 6, 2014. Kinetic Group Inc. (“KNIT” or “Company”) changed its business description and now is a technology holding company, offering digital transformation through AI technology to enterprises looking to improve strategic and operational decision making. KNIT accelerates the digital transformation of companies by converting property, plants and equipment into Smart Assets which enhance productivity. The Company will generate revenue from acquisitions and operations in Latin America and the USA.Policies

OnBasis ~~April 18, 2023, The Company announced that it has signed a formal Memorandum~~ of Understanding with a profitable AI Company. As a result of the possible acquisition, KINETIC will own 100% of an early entrant AI company offering digital transformation to enterprises. KNIT will offer customizable AI solutions to businesses to improve their decision making, reduce risk and improve operations. Customized solutions, including Digital Twins, Smart Assets, AI predictive analytics and Metaverse engagement are designed to produce significant productivity improvements. KNIT is an early mover in offering a suite of AI business services to both the private and public sectors.Presentation

The Company’s ~~also~~financial ~~hired~~statements ~~CIM~~have ~~Securities~~been ~~LLC~~prepared ~~as lead placement agent~~ in aaccordance $3with ~~million~~accounting ~~raise~~principles ~~structured~~generally asaccepted anin 8%the ~~PIK~~United ~~Dividend~~States ~~Series~~of AAmerica ~~Convertible Participating Preferred~~(“U. ~~The preferred offers a 1~~S.5x ~~liquidation preference and is priced at $1~~GAAP”).~~00 per preferred share. Use of funds is to promote international sales and roll out a subscription-based revenue model.~~

~~Note~~Principle ~~2 – Summary~~ of ~~Significant Accounting Policies~~consolidation

~~Basis~~The accompanying financial statements include all of ~~Presentation~~the accounts of the Company as of September 30, 2024 and 2023. All intercompany balances and transactions have been eliminated.

~~The~~Development ~~Company’s~~Stage ~~financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).~~company

~~Principle~~Kinetic Group Inc. is a development stage company as defined by section 915-10-20 of ~~consolidation~~the FASB Accounting Standards Codification. Although the Company has recognized nominal amounts of revenue, it is still devoting substantially all of its efforts to establishing the business. All losses accumulated since Inception (June 4, 2014) have been considered as part of the Company’s development stage activities.

~~The~~In ~~accompanying~~June ~~consolidated~~2014, ~~financial~~the ~~statements~~FASB ~~include~~issued ~~all~~ASU ofNo. ~~the~~2014-10, ~~accounts~~Development ofStage ~~the~~Entities ~~Company~~(Topic as915): Elimination of ~~September~~Certain 30Financial Reporting Requirements, ~~2023~~Including ~~and~~an ~~2022.~~Amendment ~~All~~to ~~intercompany~~Variable ~~balances~~Interest ~~and~~Entities ~~transactions~~Guidance ~~have~~in ~~been~~Topic ~~eliminated~~810, Consolidation.

~~Development~~The ~~Stage~~amendments ~~company~~in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

~~Kinetic Group Inc. is a development stage company as defined by section 915~~F-~~10-20~~6 ofTable ~~the FASB Accounting Standards Codification. Although the Company has recognized nominal amounts~~ of revenue, it is still devoting substantially all of its efforts to establishing the business. All losses accumulated since Inception (June 4, 2014) have been considered as part of the Company’s development stage activities.Contents

InFor ~~June~~public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, ~~the~~and ~~FASB~~interim ~~issued~~periods ~~ASU~~therein. Kinetic Group has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements,. ~~Including~~The anadoption ~~Amendment~~of this ASU allows the company to ~~Variable~~remove ~~Interest~~the ~~Entities~~inception ~~Guidance~~to indate ~~Topic~~information ~~810,~~and ~~Consolidation~~all references to development stage.

~~The~~Use ~~amendments in this Update remove the definition~~ of aEstimates ~~development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities~~ and ~~other~~Assumptions reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and ~~shareholder~~Critical ~~equity,~~Accounting ~~(2)~~Estimates ~~label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged,~~ and ~~(4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.~~Assumptions

~~F-6~~The ~~Table~~preparation of ~~Contents~~financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

~~For~~(i) ~~public~~Assumption ~~business~~as ~~entities~~a going concern: Management assumes that the Company will continue as a going concern, ~~those~~which ~~amendments~~contemplates ~~are~~continuity ~~effective~~of operations, realization of assets, and liquidation of liabilities in the normal course of business. (ii) Allowance for ~~annual~~doubtful ~~reporting~~accounts: ~~periods~~Management’s ~~beginning~~estimate ~~after~~of ~~December~~the 15allowance for doubtful accounts is based on historical sales, ~~2014~~historical loss levels, and ~~interim~~an ~~periods~~analysis ~~therein~~of the collectability of individual accounts; and general economic conditions that may affect a client’s ability to pay. ~~Kinetic~~The ~~Group~~Company ~~has~~evaluated ~~elected~~the key factors and assumptions used to ~~early~~develop ~~adopt~~the ~~Accounting~~allowance ~~Standards~~in ~~Update~~determining ~~No.~~that ~~2014-10,~~it ~~Development~~is ~~Stage~~reasonable ~~Entities~~in ~~(Topic~~relation ~~915~~to the financial statements taken as a whole. (iii) Valuation allowance for deferred tax assets: ~~Elimination~~Management assumes that the realization of ~~Certain~~the ~~Financial~~Company’s ~~Reporting~~net ~~Requirements.~~deferred ~~The~~tax ~~adoption~~assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this ~~ASU~~assumption ~~allows~~based on (a) the ~~company~~Company tohas ~~remove~~incurred ~~the~~recurring ~~inception~~losses, to(b) ~~date~~general ~~information~~economic conditions, and ~~all~~(c) ~~references~~its ability to ~~development~~raise ~~stage.~~additional funds to support its daily operations by way of a public or private offering, among other factors;

~~Use~~These significant accounting estimates or assumptions bear the risk of ~~Estimates~~change ~~and~~due ~~Assumptions~~to ~~and~~the ~~Critical~~fact ~~Accounting~~that ~~Estimates~~there are uncertainties attached to these estimates or assumptions, and ~~Assumptions~~certain estimates or assumptions are difficult to measure or value.

~~The~~Management ~~preparation~~bases ofits ~~financial~~estimates ~~statements~~on inhistorical ~~conformity~~experience ~~with~~and ~~accounting~~on ~~principles~~various ~~generally~~assumptions ~~accepted~~that inare ~~the~~believed ~~United~~to ~~States~~be ofreasonable ~~America~~in ~~requires~~relation ~~management~~ to ~~make~~the ~~estimates~~financial ~~and~~statements ~~assumptions~~taken ~~that~~as ~~affect~~a ~~the~~whole ~~reported~~under ~~amounts~~the ofcircumstances, ~~assets~~the ~~and~~results ~~liabilities and disclosure~~ of ~~contingent~~which ~~assets~~form ~~and liabilities at~~ the ~~date(s)~~basis offor ~~the~~making ~~financial~~judgments ~~statements~~about ~~and~~ the ~~reported~~carrying ~~amounts~~values of ~~revenues~~assets and ~~expenses~~liabilities ~~during~~that ~~the reporting period(s).Critical accounting estimates~~ are ~~estimates~~not ~~for~~readily ~~which~~apparent ~~(a)~~from ~~the~~other ~~nature~~sources. ofManagement ~~the~~regularly ~~estimate~~evaluates ~~is material due to~~ the ~~levels~~key offactors ~~subjectivity~~ and ~~judgment~~assumptions ~~necessary~~used to ~~account~~develop ~~for~~the ~~highly~~estimates ~~uncertain~~utilizing ~~matters~~currently oravailable ~~the~~information, ~~susceptibility~~changes ofin ~~such~~facts ~~matters to change~~ and ~~(b)~~circumstances, ~~the~~historical ~~impact~~experience ofand ~~the~~reasonable ~~estimate~~assumptions. onAfter ~~financial~~such ~~condition~~evaluations, orif ~~operating~~deemed ~~performance~~appropriate, isthose ~~material. The Company’s critical accounting~~ estimates ~~and~~are ~~assumptions~~adjusted ~~affecting the financial statements were:~~accordingly.

~~(i)~~Actual ~~Assumption~~results ascould adiffer going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. (ii) Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. (iii) Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from ~~its~~those net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowanceestimates. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors;

~~These~~Fair ~~significant~~Value ~~accounting estimates or assumptions bear the risk~~ of ~~change~~Financial ~~due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.~~Instruments

~~Management~~The ~~bases~~Company ~~its~~follows ~~estimates~~paragraph on825-10-50-10 ~~historical~~of ~~experience~~the ~~and~~FASB onAccounting ~~various~~Standards ~~assumptions~~Codification ~~that~~for ~~are~~disclosures ~~believed~~about tofair bevalue ~~reasonable~~of inits ~~relation to the~~ financial ~~statements~~instruments ~~taken~~and asparagraph a820-10-35-37 ~~whole~~of ~~under~~ the ~~circumstances,~~FASB ~~the~~Accounting ~~results~~Standards ofCodification ~~which~~(“Paragraph ~~form~~820-10-35-37”) ~~the~~to ~~basis~~measure ~~for making judgments about~~ the ~~carrying~~fair ~~values~~value of ~~assets~~its ~~and~~financial ~~liabilities that are not readily apparent from other sources~~instruments. ~~Management~~Paragraph ~~regularly~~820-10-35-37 ~~evaluates~~establishes ~~the~~a ~~key~~framework ~~factors~~for ~~and~~measuring ~~assumptions~~fair ~~used~~value toin ~~develop~~accounting ~~the~~principles ~~estimates~~generally ~~utilizing~~accepted ~~currently available information, changes~~ in ~~facts~~the ~~and~~United ~~circumstances,~~States ~~historical~~of ~~experience~~America ~~and reasonable assumptions~~(U.S. ~~After~~GAAP) ~~such~~and ~~evaluations,~~expands ifdisclosures ~~deemed~~about ~~appropriate,~~fair ~~those~~value ~~estimates are adjusted accordingly~~measurements.

~~Actual~~F-7 ~~results~~Table ~~could~~of ~~differ from those estimates.~~Contents

~~Fair~~To ~~Value~~increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of ~~Financial~~fair ~~Instruments~~value hierarchy defined by Paragraph 820-10-35-37 are described below:

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements.

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

~~F-7~~Financial ~~Table~~assets ofare ~~Contents~~considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. ~~The~~If ~~three~~the ~~(3)~~inputs ~~levels~~used ofto ~~fair~~measure ~~value~~the ~~hierarchy~~financial ~~defined~~assets byand ~~Paragraph~~liabilities ~~820-10-35-37~~fall ~~are~~within more than one level described ~~below:~~above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments.

~~Financial~~Transactions ~~assets~~involving ~~are~~related ~~considered~~parties ~~Level~~cannot 3be ~~when~~presumed ~~their~~to ~~fair~~be ~~values~~carried ~~are~~out ~~determined~~on ~~using~~an ~~pricing~~arm’s-length ~~models~~basis, ~~discounted~~as ~~cash~~the ~~flow~~requisite ~~methodologies~~conditions orof ~~similar~~competitive, ~~techniques~~free-market ~~and~~dealings atmay ~~least~~not ~~one~~exist. ~~significant~~Representations ~~model~~about ~~assumption~~transactions orwith ~~input~~related isparties, ~~unobservable~~if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

~~The~~Cash fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.Equivalents

The ~~carrying amount of the~~ Company’s ~~financial~~considers ~~assets~~all ~~and~~highly ~~liabilities,~~liquid ~~such~~investments aswith ~~cash,~~a ~~prepaid~~maturity ~~expenses,~~of ~~accounts~~three ~~payable~~months ~~and~~or ~~accrued~~less ~~expenses,~~to ~~approximate~~be ~~their~~cash ~~fair~~and ~~value~~cash ~~because of the short maturity of those instruments~~equivalents.

~~Transactions~~Property ~~involving~~and related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.Equipment

~~Cash~~Property ~~Equivalents~~and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives, which range from five (5) years for computer equipment to seven (7) years for office furniture. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

~~The~~Related ~~Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.~~Parties

~~Property~~The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and ~~Equipment~~disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straightF-~~line~~8 ~~method~~Table ~~over the estimated useful lives, which range from five (5) years for computer equipment to seven (7) years for office furniture. Upon sale or retirement~~ of ~~office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.~~Contents

~~Related~~The ~~Parties~~financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements.

The ~~Company~~disclosures ~~follows~~shall ~~subtopic~~include: ~~850-10~~a. of the ~~FASB~~nature ~~Accounting~~of ~~Standards Codification for~~ the ~~identification~~relationship(s) ofinvolved; ~~related parties and disclosure of related party transactions~~b. ~~Pursuant to Section 850-10-20 the related parties include:~~ a. ~~affiliates~~description of the ~~Company;~~transactions, b.including ~~entities~~transactions ~~for~~to which ~~investments~~no inamounts ~~their~~or ~~equity~~nominal ~~securities~~amounts ~~would~~were ~~be required~~ascribed, ~~absent~~for ~~the~~each ~~election~~ of the ~~fair~~periods ~~value~~for ~~option~~which ~~under~~income ~~the~~statements ~~Fair~~are ~~Value Option Subsection of Section 825–10–15~~presented, toand besuch ~~accounted~~other ~~for~~information bydeemed ~~the~~necessary ~~equity~~to ~~method~~an byunderstanding ~~the~~of ~~investing entity; c. trusts for~~ the ~~benefit~~effects of ~~employees,~~the ~~such~~transactions ason ~~pension and profit-sharing trusts that are managed by or under~~ the ~~trusteeship~~financial ~~of management~~statements; dc. ~~principal~~the ~~owners~~dollar amounts of ~~the~~transactions ~~Company;~~for e.each ~~management~~ of the ~~Company;~~periods f.for ~~other parties with~~ which ~~the~~income ~~Company~~statements ~~may~~are ~~deal~~presented ifand ~~one~~the ~~party~~effects ~~controls~~of orany ~~can~~change ~~significantly~~in ~~influence~~ the ~~management~~method ~~or operating policies~~ of establishing the ~~other~~terms tofrom ~~an extent~~ that ~~one~~used ofin the ~~transacting~~preceding ~~parties might be prevented from fully pursuing its own separate interests~~period; and gd. ~~other~~amounts ~~parties~~due ~~that~~from ~~can~~or ~~significantly~~to ~~influence~~related ~~the~~parties ~~management~~as ~~or operating policies~~ of the ~~transacting~~date ~~parties~~of oreach ~~that~~balance ~~have~~sheet anpresented ~~ownership~~and, ~~interest~~if innot ~~one~~otherwise ofapparent, the ~~transacting~~terms ~~parties~~ and ~~can~~manner ~~significantly influence the other to an extent that one or more~~ of ~~the transacting parties might be prevented from fully pursuing its own separate interests~~settlement.

~~F-8~~Commitments ~~Table~~and ~~of Contents~~Contingencies

The ~~financial~~Company ~~statements~~follows ~~shall~~subtopic ~~include~~450-20 ~~disclosures~~of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of ~~material~~the ~~related~~date ~~party~~the ~~transactions~~financial statements are issued, ~~other~~which ~~than~~may ~~compensation~~result ~~arrangements,~~in ~~expense~~a ~~allowances~~loss to the Company, ~~and~~but ~~other~~which ~~similar~~will ~~items~~only inbe ~~the~~resolved ~~ordinary~~when ~~course~~one ofor ~~business~~more future events occur or fail to occur. ~~However~~The Company assesses such contingent liabilities, ~~disclosure~~and such assessment inherently involves an exercise of ~~transactions~~judgment. In assessing loss contingencies related to legal proceedings that are ~~eliminated~~pending against the Company or unasserted claims that may result in such proceedings, the ~~preparation~~Company evaluates the perceived merits of ~~financial~~any ~~statements~~legal isproceedings ~~not~~or ~~required~~unasserted inclaims ~~those~~as ~~statements~~well as the perceived merits of the amount of relief sought or expected to be sought therein.

~~The~~If ~~disclosures shall include: a.~~ the ~~nature~~assessment of ~~the relationship(s) involved; b.~~ a ~~description~~contingency ofindicates ~~the~~that ~~transactions,~~it ~~including~~is ~~transactions~~probable tothat ~~which~~a nomaterial ~~amounts~~loss orhas ~~nominal~~been ~~amounts~~incurred ~~were~~and ~~ascribed,~~the ~~for~~amount ~~each~~ of the ~~periods~~liability ~~for~~can ~~which~~be ~~income statements are presented~~estimated, ~~and~~then ~~such~~the ~~other~~estimated ~~information~~liability ~~deemed~~would ~~necessary~~be toaccrued anin ~~understanding of~~ the ~~effects~~Company’s ~~of the transactions on the~~ financial statements~~; c~~. If the ~~dollar~~assessment ~~amounts~~indicates ofthat ~~transactions~~a ~~for~~potential ~~each~~material ofloss ~~the~~contingency ~~periods~~is ~~for~~not ~~which~~probable ~~income~~but ~~statements~~is ~~are~~reasonably ~~presented~~possible, ~~and~~or ~~the~~is ~~effects~~probable ofbut ~~any~~cannot ~~change~~be inestimated, then the ~~method~~nature of ~~establishing~~ the ~~terms~~contingent ~~from~~liability, ~~that used in the preceding period;~~ and d.an ~~amounts~~estimate ~~due from or to related parties as~~ of the ~~date~~range of ~~each~~possible ~~balance sheet presented and~~losses, if ~~not~~determinable ~~otherwise~~and ~~apparent~~material, ~~the~~would ~~terms~~be ~~and manner of settlement~~disclosed.

~~Commitments~~Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and ~~Contingencies~~adversely affect the Company’s business, financial position, and results of operations or cash flows.

~~The~~Revenue Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.Recognition

IfThe ~~the~~Company ~~assessment~~applies ofparagraph a605-10-S99-1 ~~contingency indicates that it is probable that a material loss has been incurred and the amount~~ of the ~~liability~~FASB ~~can~~Accounting beStandards ~~estimated,~~Codification ~~then~~for ~~the~~revenue ~~estimated~~recognition. ~~liability~~The ~~would be accrued in the~~ Company’s ~~financial~~recognizes ~~statements.~~revenue Ifwhen ~~the~~it ~~assessment indicates that a potential material loss contingency~~ is ~~not~~realized ~~probable but is reasonably possible,~~ or isrealizable ~~probable but cannot be estimated, then the nature of the contingent liability,~~ and ~~an estimate of the range of possible losses, if determinable and material, would be disclosed~~earned.

~~Loss~~The ~~contingencies~~Company ~~considered~~considers ~~remote~~revenue ~~are~~realized ~~generally~~or ~~not~~realizable ~~disclosed~~and ~~unless~~earned ~~they~~when ~~involve~~all ~~guarantees,~~of inthe ~~which~~following ~~case~~criteria ~~the~~are ~~guarantees~~met: ~~would~~(i) bepersuasive ~~disclosed.~~evidence ~~Management~~of ~~does~~an ~~not~~arrangement ~~believe~~exists, ~~based~~(ii) ~~upon~~the ~~information~~product ~~available~~has atbeen ~~this~~shipped ~~time,~~or ~~that~~the ~~these~~services ~~matters will~~ have abeen ~~material~~rendered ~~adverse~~to ~~effect on~~ the ~~Company’s financial position~~customer, ~~results~~(iii) ofthe ~~operations~~sales orprice ~~cash flows. However, there~~ is nofixed ~~assurance~~or ~~that such matters will not materially and adversely affect the Company’s business~~determinable, ~~financial position,~~ and ~~results~~(iv) ofcollectability ~~operations~~is orreasonably ~~cash flows~~assured.

~~Revenue~~The ~~Recognition~~Company derives its revenues from sales contracts with its customers with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

~~The~~A ~~Company~~right ~~applies~~of ~~paragraph~~return ~~605-10-S99-1~~exists offor ~~the~~customers’ ~~FASB~~retainers ~~Accounting~~that ~~Standards~~were ~~Codification~~received ~~for~~prior ~~revenue~~to ~~recognition~~commencement of services. ~~The~~If ~~Company~~a ~~recognizes~~customer ~~revenue~~cancels ~~when~~a itservice contract subsequent to the commencement date, the customer is ~~realized~~entitled orto ~~realizable~~a ~~and~~refund, ~~earned~~except for services already provided.

~~The~~F-9 ~~Company~~Table ~~considers revenue realized or realizable and earned when all~~ of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.Contents

~~The~~Income ~~Company~~Tax derives its revenues from sales contracts with its customers with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.Provision

AThe ~~right~~Company ofaccounts ~~return~~for ~~exists~~income ~~for~~taxes ~~customers’~~under ~~retainers~~Section ~~that~~740-10-30 ~~were~~of ~~received~~the ~~prior~~FASB toAccounting ~~commencement~~Standards ofCodification, ~~services.~~which Ifrequires arecognition ~~customer~~of ~~cancels~~deferred atax ~~service~~assets ~~contract~~and ~~subsequent~~liabilities tofor the ~~commencement~~expected ~~date,~~future ~~the~~tax ~~customer~~consequences isof ~~entitled~~events tothat ahave ~~refund,~~been ~~except~~included ~~for~~in ~~services~~the ~~already~~financial ~~provided~~statements or tax returns.

~~F-9~~Under ~~Table~~this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of ~~Contents~~assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

~~Income~~The ~~Tax~~Company ~~Provision~~adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The ~~Company~~tax ~~accounts~~benefits ~~for~~recognized ~~income~~in ~~taxes~~the ~~under~~financial ~~Section~~statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-3025-13 ofalso ~~the~~provides ~~FASB~~guidance ~~Accounting~~on ~~Standards~~de-recognition, ~~Codification~~classification, ~~which~~interest and penalties on income taxes, accounting in interim periods and requires ~~recognition~~increased disclosures. The estimated future tax effects of ~~deferred~~temporary differences between the tax basis of assets and liabilities ~~for~~are reported in the ~~expected~~accompanying ~~future~~balance sheets, as well as tax ~~consequences~~credit ofcarry-backs ~~events~~and ~~that~~carry-forwards. ~~have~~The ~~been~~Company ~~included~~periodically inreviews the ~~financial~~recoverability ~~statements~~of ordeferred tax ~~returns~~assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

~~Under~~Management ~~this~~makes ~~method,~~judgments ~~deferred~~as ~~tax~~to ~~assets~~the ~~and~~interpretation ~~liabilities~~of ~~are based on~~ the ~~differences~~tax ~~between~~laws ~~the~~that ~~financial~~might ~~statement~~be ~~and~~challenged ~~tax~~upon ~~bases~~an ofaudit ~~assets~~ and ~~liabilities~~cause ~~using~~changes ~~enacted~~to ~~tax~~previous ~~rates~~estimates inof ~~effect~~tax ~~for~~liability. ~~the~~In ~~year~~addition, ~~in which~~ the ~~differences~~Company ~~are~~operates ~~expected~~within tomultiple ~~reverse.~~taxing ~~Deferred~~jurisdictions ~~tax~~and ~~assets~~is ~~are~~subject ~~reduced~~to byaudit ain ~~valuation~~these ~~allowance~~jurisdictions. toIn the ~~extent~~ management’s ~~concludes~~opinion, itadequate isprovisions ~~more~~for ~~likely~~income ~~than~~taxes ~~not~~have ~~that~~been ~~the~~made ~~assets~~for ~~will~~all ~~not be realized~~years. ~~Deferred~~If ~~tax~~actual ~~assets~~taxable ~~and~~income ~~liabilities~~by ~~are measured using enacted~~ tax ~~rates~~jurisdiction ~~expected~~varies tofrom ~~apply~~estimates, toadditional ~~taxable~~allowances ~~income~~or inreversals ~~the~~of ~~years~~reserves inmay ~~which those temporary differences are expected to~~ be ~~recovered or settled~~necessary.

~~The~~Uncertain ~~effect~~Tax ~~on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.~~Positions

The Company ~~adopted~~did ~~the~~not ~~provisions~~take ofany ~~paragraph~~uncertain ~~740-10-25-13~~tax ofpositions ~~the~~and ~~FASB~~had ~~Accounting~~no ~~Standards~~unrecognized ~~Codification. Paragraph 740-10-25-13 addresses the determination of whether~~ tax ~~benefits~~liabilities ~~claimed~~ or ~~expected~~benefits toin beaccordance ~~claimed~~with ~~on a tax return should be recorded in~~ the ~~financial~~provisions ~~statements.~~of ~~Under~~Section ~~paragraph~~ 740-10-25~~-13,~~ ~~the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained~~ on ~~examination~~September ~~by the taxing authorities~~30, ~~based~~2024 onand ~~the technical merits of the position~~2023.

~~The~~Earnings ~~tax~~per benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.Share

~~The~~Earnings ~~estimated~~Per ~~future~~Share ~~tax~~is ~~effects~~the amount of ~~temporary~~earnings ~~differences~~attributable ~~between~~to each share of common stock. For convenience, the ~~tax~~term ~~basis~~is used to refer to either earnings or loss per share. Earnings per share (“EPS”) is computed pursuant to section 260-10-45 of ~~assets~~the ~~and~~FASB ~~liabilities~~Accounting ~~are~~Standards ~~reported~~Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the ~~accompanying~~period ~~balance~~on ~~sheets,~~preferred asstock ~~well~~(whether asor ~~tax~~not ~~credit~~paid) ~~carry-backs~~and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and ~~carry-forwards~~also from net income. The ~~Company~~computation ~~periodically~~of ~~reviews~~diluted EPS is similar to the ~~recoverability~~computation of ~~deferred~~basic ~~tax~~EPS ~~assets~~except ~~recorded~~that onthe ~~its~~denominator ~~balance~~is ~~sheets~~increased ~~and~~to ~~provides~~include ~~valuation~~the ~~allowances~~number asof ~~management~~additional ~~deems~~common ~~necessary~~shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

~~Management~~F-10 ~~makes~~Table ~~judgments as to the interpretation~~ of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In the management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.Contents

~~Uncertain~~Pursuant ~~Tax~~to ~~Positions~~ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied.

~~The~~Equivalents ~~Company~~of ~~did~~options ~~not~~and ~~take~~warrants ~~any~~include ~~uncertain~~non-vested ~~tax~~stock ~~positions~~granted to employees, stock purchase contracts, and ~~had~~partially nopaid ~~unrecognized~~stock ~~tax~~subscriptions ~~liabilities~~(see orparagraph ~~benefits~~260–10–55–23). inAnti-diluted ~~accordance~~contracts, ~~with~~such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the ~~provisions~~treasury stock method: a. Exercise of ~~Section~~options ~~740~~and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from the exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-2545-29 onand ~~September~~260-10-55-4 ~~30,~~through ~~2023~~55-5.) c. The incremental shares (the difference between the number of shares assumed issued and ~~2022~~the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

~~Earnings~~There ~~per~~were ~~Share~~no potential debt or equity instruments issued and outstanding at any time during the years ended September 30, 2024 and 2023.

~~Earnings~~Cash ~~Per~~Flows Share is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share (“EPS”) is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.Reporting

FThe Company adopted paragraph 230-10-45-24 ~~Table~~of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of ~~Contents~~each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

~~Pursuant~~Subsequent to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied.Events

~~Equivalents~~The ofCompany ~~options~~follows ~~and~~the ~~warrants~~guidance ~~include~~in ~~non-vested~~Section ~~stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–~~855-10~~–55–23). Anti~~-~~diluted~~50 ~~contracts,~~of ~~such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under~~ the ~~treasury~~FASB ~~stock~~Accounting ~~method:~~Standards a.Codification ~~Exercise~~for ~~of options and warrants shall be assumed at~~ the ~~beginning~~disclosure of ~~the~~subsequent ~~period (or at time of issuance, if later) and common shares shall be assumed to be issued~~events. b. The ~~proceeds~~Company ~~from~~will ~~the~~evaluate ~~exercise~~subsequent ~~shall~~events ~~be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4~~ through ~~55-5.) c. The incremental shares (~~the ~~difference~~date ~~between~~when the ~~number~~financial ofstatements ~~shares~~were ~~assumed~~ issued ~~and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation~~.

~~There~~Recently ~~were~~Issued noAccounting ~~potential debt or equity instruments issued and outstanding at any time during the years ended September 30, 2023 and 2022.~~Pronouncements

~~Cash~~Management ~~Flows~~does ~~Reporting~~not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, will have a material effect on the accompanying financial statements.

~~The~~Note ~~Company~~3 ~~adopted~~– ~~paragraph~~Going 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.Concern

~~Subsequent~~The ~~Events~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

~~The~~As ~~Company~~reflected ~~follows~~in the ~~guidance~~accompanying infinancial ~~Section~~statements, ~~855-10-50 of~~ the ~~FASB~~Company ~~Accounting~~had ~~Standards~~an ~~Codification~~accumulated ~~for~~deficit ~~the disclosure~~ of ~~subsequent~~$(467,616) ~~events.~~on ~~The~~September ~~Company~~30, ~~will~~2024, ~~evaluate~~which ~~subsequent~~raises ~~events~~substantial ~~through~~doubt about the ~~date~~Company’s ~~when~~ability ~~the~~to ~~financial~~continue ~~statements~~as ~~were~~a ~~issued~~going concern.

~~Recently~~F-11 ~~Issued~~Table ~~Accounting~~of ~~Pronouncements~~Contents

~~Management~~In ~~does~~early ~~not~~May ~~believe~~2024 our new external accounting advisors questioned a specific entry in the Balance Sheet that ~~any~~was ~~recently~~posted ~~issued~~in June 2022. The entry was an increase to Accounts Receivable in the amount of Five Hundred Fifty Thousand Dollars ($550,000) ~~but~~due ~~not~~from ~~yet~~existing ~~effective~~shareholders ~~accounting~~and ~~pronouncements~~with the offset going to Additional Paid in Capital. The previous external accountants had originally interpreted a Share Sale and Purchase Agreement executed between shareholders in the second quarter of 2022 as money that the acquiring shareholders owed Kinetic Group. However, ifupon ~~adopted~~further review by the new accounting advisors it was discovered that the original SPA did not provide for money to be paid to Kinetic. Accordingly, ~~will~~the ~~have~~Company areversed ~~material~~the ~~effect~~entry onimmediately after the ~~accompanying~~discovery ~~financial~~of the error. The error had/has no impact on any current or prior period: income statements, cash flow statements, management or key persons compensation, income statement or cash flow key metrics, current or long-term liabilities, or accumulated retained earnings. Management does not expect this reversal to adversely materially affect the ongoing business of Kinetic and reported this to SEC. Since January 2024 Balance sheet statement include corrections.

~~Note~~It 3is –Management’s ~~Going~~responsibility ~~Concern~~to verify and have in place sufficient and effective controls and procedures to identify an error in the Company’s financial statements. Management did not have sufficient controls at the time of the error and have now established an audit committee to verify all information being presented.

The ~~accompanying~~Company ~~financial~~is ~~statements~~attempting ~~have~~to ~~been~~generate ~~prepared~~sufficient ~~assuming~~revenue; ~~that~~however, the Company’s ~~will~~cash ~~continue~~position asmay anot ~~going~~be ~~concern,~~sufficient ~~which~~to ~~contemplates~~support ~~continuity~~the ofCompany’s daily operations,. ~~realization~~Management ofintends ~~assets,~~to ~~and~~raise ~~liquidation~~additional funds by way of ~~liabilities~~a inprivate or public offering. While the ~~normal~~Company ~~course~~believes in the viability of ~~business~~its strategy to continue operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.

AsThe ~~reflected~~ability inof the ~~accompanying~~Company ~~financial~~to ~~statements,~~continue ~~the~~as ~~Company~~a ~~had~~going anconcern ~~accumulated~~is ~~deficit~~dependent ofupon ~~$-372,555~~the onCompany’s ~~September~~ability ~~30,~~to ~~2023,~~further ~~which~~implement ~~raises~~its ~~substantial~~business ~~doubt~~plan ~~about~~and ~~the~~generate ~~Company’s~~sufficient revenue and its ability to ~~continue~~raise asadditional funds by way of a ~~going~~public ~~concern~~or private offering.

~~F-11~~The ~~Table~~financial statements do not include any adjustments related to the recoverability and classification of ~~Contents~~recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

~~The~~Note ~~Company~~4 is– ~~attempting~~Property to generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to continue operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.Equipment

~~The~~Depreciation financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.expense

~~Note~~Depreciation 4expense –for ~~Property~~the year ended September 30, 2024 and ~~Equipment~~2023 was $0 and $0, respectively.

~~Property~~Note ~~and~~5 ~~equipment~~– onRelated ~~September~~Party ~~30, 2023 and 2022 consisted of the following:~~Transactions

Property and Equipment	Estimated useful lives (Years)		Year Ended 9/30/2023		Year Ended 9/30/2022
Computer equipment		5	$	-	$	-
Less accumulated depreciation			$	-	$	-
Computer equipment, net			$	-	$	-
Software		1	$	-	$	-
Less accumulated amortization			$	-	$	-
Software, net			$	-	$	-
Total property and equipment, net				-		-

Consulting services from President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer

~~Depreciation~~Consulting ~~expense~~services provided by the Company’s officers for the years ended September 30, 2024 and 2023 were as follows:

~~Depreciation~~F-12 ~~expense~~Table ~~for~~of ~~the year ended September 30, 2023 and 2022 was $0 and $0, respectively.~~Contents

Note 5 – Related Party Transactions

Consulting Services from Company's Officers	Year Ended 9/30/2024		Year Ended 9/30/2023

President, Chief Executive Officer	$	0	$	0
Chief Financial Officer, Secretary and Treasurer (*)	$	56,000	$	54,000
Total	$	56,000	$	54,000
(*) Include $2,000 in 2024 as Officer Stock Compensation-100.000 shares at $0.02

~~Consulting~~Debt ~~services from President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer~~Settlement

~~Consulting~~All ~~services~~debt ~~provided~~from bylast ~~the~~management ~~Company’s~~group ~~officers~~has ~~for~~been ~~the~~canceled ~~years~~and ~~ended~~does not appear on our balance sheet. On September 30, ~~2023~~2024, ~~and~~the ~~2022~~Company ~~were~~owes ascurrent ~~follows:~~Shareholders a total of $97,334 for expenses covered by our current Shareholders .

Consulting Services from Company's Officers	Year Ended 9/30/2023		Year Ended 9/30/2022
President, Chief Executive Officer	$	0	$	2,300
Chief Financial Officer, Secretary and Treasurer	$	54,000	$	18,000
Total	$	54,000	$	20,300

Note 6 – Stockholders’ Equity (Deficit)

~~F-12~~Shares ~~Table of Contents~~authorized.

~~Debt~~Upon ~~Settlement~~formation the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $0.001 per share. Total outstanding shares: 26,420,200

~~All~~Unregistered ~~debt from~~shares ~~last~~of ~~management~~common group have been canceled. On September 30, 2023, the company has debt with Shareholders for $77,380 which persons have supported some expenses required for initial operation after acquisition (Ana Maria Mendez President for $39,689, Damian Grider-Director for $35,650 and Canopi Group for $2,041) and with CFO Roberto Mora for $72,010.stock

~~Note 6 – Stockholders’ Equity (Deficit)~~None.

~~Shares~~Registered ~~authorized.~~shares of common stock

As of September 30, 2024 all shares are registered: 99.42% in possession of stockholders and 0.58% in open free market. Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is seventy- five million (75,000,000) shares of common stock, par value $0.001 per share. Total outstanding shares: 26,~~320~~420,200 .

Unregistered shares of common stock

Stockholder	Total Shares of Common Stock	Percentage Ownership
Total Main stockholders	25,857,200	97.87%
Others OPEN MARKET	153,000	0.58%
NEW OFFERING	410,000	1.55%
TOTAL OUSTANDING	26,420,200	100.00%

~~None.~~Regulation D Offering

~~Registered~~On August 2022, from last Offering, the Company sold 10,000 common shares at the price of ~~common~~$2.00. ~~stock~~This sale represents the only cash received by the Company in the period ended September 30, 2024. The Company gave 300,000 shares to International Monetary for investor relations services rendered and awarded 100,000 shares to the CFO as Officer Stock-Based Compensation at $0.02.

AsF-13 ofTable ~~September 30, 2023 all shares are registered: 99.53% in possession~~ of ~~new stockholders and 0.47% in open free market. During the period Broad Waters Global Capital acquired total shares from Brandink LLC.~~Contents

Stockholder	Total Shares of Common Stock		Percentage Ownership
Canopi Group S.A.		5,969,650		22.68	%
Partnership CK LLV		2,984,825		11.34	%
New Gate Investments S.A		2,505,700		9.52	%
Ana Maria Mendez		4,844,650		18.41	%
Maria Cristina Mendez		122,000		0.46	%
Steven Steinmetz		3,000		0.01	%
Telco Acquisition Partners LLC		5,644,650		21.45	%
Jackeline Bullon		325,000		1.23	%
Broad Waters Global Capital SA		3,438,925		13.07	%
Michelle Santiago		35,300		0.13	%
Jose Benjamin Zapata		12,500		0.05	%
Total		25,886,200		98.35	%
NEW OFFERING
* Martin Johnson		10,000		0.04	%
* International Monetary		300,000		1.14	%
Total		26,196,200		99.53	%
OPEN MARKET		124,000		0.47	%
TOTAL OUSTANDING		26,320,200		100.00	%

Note 7 – Income Tax

~~Regulation~~Deferred DTax ~~Offering~~Assets

~~The~~On ~~Company~~September ~~filed~~30, ~~with~~2024 ~~the Securities~~ and ~~Exchange Commission a notice of an exempt offering of the Company’s securities on the Form D (the “Offering”). The Company is offering $40~~2023,~~000,000 under~~ the ~~Offering at market price with discount. The Securities are being offered by the~~ Company ~~through~~had ~~its~~following ~~officers~~benefit ~~and~~of ~~directors on a “best efforts” basis, pursuant to a non-public offering exemption from~~ the registration requirements imposed by the Securities Act of 1933, under Regulation D, Rule 506, as amended (“1933 Act”). The Securities are not being registered and may not be sold unless they are registered under applicable Federal and State laws. The offering will expire on May 31, 2024. (see exhibits)NOL:

On August 2022, the company sold 10,000 common shares at the price of $2.00. This sale represents the only cash received by the company in the period ended September 30, 2022. The company gave 300,000 shares to International Monetary according to an agreement signed.

	Year Ended 9/30/2024			Year Ended 9/30/2023

Net deferred tax assets Non-current:	$	0		$	0
Expected income tax benefit from NOL carry-forwards		98,199			78,236
Less valuation allowance		(98,199	)		(78,236	)
Deferred tax assets, net of valuation allowance	$	0		$	0

FDeferred tax assets consist primarily of the tax effect of NOL carry-13forwards. ~~Table~~The Company has provided a full valuation allowance on the deferred tax assets because of ~~Contents~~the uncertainty regarding their realizability. The valuation allowance increased approximately $(19,963) during the year ended September 30, 2024.

~~Note~~We 7follow –ASC 740 Accounting for Uncertainty in Income ~~Tax~~Taxes. Under ASC 740, tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. We had no liabilities for unrecognized tax benefits on September 30, 2024 and 2023.

~~Deferred~~Our ~~Tax~~policy ~~Assets~~is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended September 30, 2024 and 2023, we did not recognize any interest or penalties in our statement of operations, nor did we have any interest or penalties accrued in our balance sheet on September 30, 2024 and 2023 relating to unrecognized tax benefits.

OnThe ~~September~~tax ~~30,~~years ~~2023~~2021-2020 remain open to examination for federal income tax purposes and ~~2022,~~by the ~~Company~~other ~~had~~major ~~net~~taxing ~~operating~~jurisdictions ~~loss~~to ~~(“NOL”)~~which ~~carry–forwards~~we ~~for~~are ~~Federal~~subject. ~~income~~The ~~tax~~taxes ~~purposes~~year ~~respectively~~2022 was submitted to IRS. Tax Return 2023 will be submit in August 2025.

	Year Ended 9/30/2023			Year Ended 9/30/2022
Net deferred tax assets – Non-current:	$	0		$	0
Expected income tax benefit from NOL carry-forwards	$	78,237		$	52,664
Less valuation allowance	$	(78,237	)	$	(52,664	)
Deferred tax assets, net of valuation allowance	$	0		$	0

Note 8 – Subsequent Events

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding their realizability. The valuation allowance increased approximately $(~~25,573~~a) ~~during~~Other ~~the year ended September 30, 2023.~~Events

We follow ASC 740 Accounting for Uncertainty in Income Taxes. Under ASC 740, tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. We had no liabilities for unrecognized tax benefits on September 30, 2023 and 2022.

1.-	On September 2023, KINETIC hired a new Accountant company: BGM Consulting located in Houston Texas, represented by Barry G. McDaniel, CPA, CGMA and APA.

2.-	On August 30, 2024 the Board of Directors of Kinetic Group Inc (the “Company”) approved the appointment of Victor Mokuolu, CPA PLLC, to serve as the Company’s independent auditor.

~~Our~~F-14 ~~policy~~Table is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended September 30, 2023 and 2022, we did not recognize any interest or penalties in our statement of ~~operations, nor did we have any interest or penalties accrued in our balance sheet on September 30, 2023 and 2022 relating to unrecognized tax benefits.~~Contents

~~The~~Item ~~tax~~9. ~~years~~CHANGES ~~2021-2020~~IN ~~remain~~AND ~~open~~DISAGREEMENTS toWITH ~~examination~~ACCOUNTANTS ~~for~~ON ~~federal~~ACCOUNTING ~~income~~AND ~~tax~~FINANCIAL ~~purposes and by the other major taxing jurisdictions to which we are subject~~DISCLOSURE. ~~The taxes year 2022 was submitted to IRS.~~

~~Note 8 – Subsequent Events~~None.

InItem ~~accordance~~9A. ~~with~~CONTROLS ~~ASC~~AND 855-10 we have analyzed our operations subsequent to September 30,2023 to September 30, 2022, date of these financial statement was issued, and have determined that we do not have any material subsequent events to disclose in these financial statements.PROCEDURES

~~(a)~~Evaluation ~~Departure~~ of ~~Directors~~Disclosure Controls

~~During~~We ~~this~~evaluated ~~period~~the ~~there~~effectiveness of our disclosure controls and procedures as of the end of the 2024 fiscal year. This evaluation was ~~not~~conducted awith ~~departure~~the participation of ~~Directors~~our chief executive officer and our principal accounting officer.

~~(c)~~Disclosure ~~Appoint~~controls are controls and other procedures that are designed to ensure that information that we are required to be disclosed in the reports we file pursuant to the Securities Exchange Act of ~~Officers~~1934 is recorded, processed, summarized and reported.

~~During~~Limitations ~~this~~on ~~period~~the ~~there~~Effective ~~were~~of ~~no changes in Officers. Ana Maria Mendez is President and Chairwoman.~~Controls

~~(d)~~Our ~~Appointment~~management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of ~~Directors~~a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. The design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, mistakes due to error or fraud may occur and may not be detected. Based in event notified in Note 3, Board of Director determined include an Audit Committee in our revision of results and financial information. This Audit Committee is formed by CEO, CFO, director and Lawyer advisor.

~~During this period there were no changes of Directors. Damien Grider is a member of board of directors.~~Conclusions

~~(e)~~Based ~~Appointment~~upon their evaluation of ~~Management~~our controls, the chief executive officer and principal accounting officer have concluded that, with support of The Audit Committee, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. Main changes in our internal controls were incorporation of Audit Committee, which supported event mentioned in Note 3 that occurred during the year covered by this report and that materially affected our statements.

~~During~~Item ~~this period there were no changes in management~~9B. ~~Roberto~~ ~~Mora~~OTHER ~~is the CFO (Chief Financial Officer).~~ INFORMATION

~~(f)~~At ~~Other~~September ~~Events~~30, 2024, no other information to disclose is pending.

1Item 9C. OnDISCLOSURE ~~July~~REGARDING ~~22,~~FOREIGN ~~2022,~~JURISDICTIONS ~~business~~THAT ~~activities~~PREVENT ~~of KINETIC changed to:~~INSPECTIONS

~~Kinetic~~At ~~Group~~September ~~Inc.~~30, ~~is a technology holding company~~2024, ~~offering~~there ~~digital~~is ~~transformation~~not ~~through~~any AIinformation ~~technology~~ to ~~enterprises~~disclose ~~looking~~about toforeign ~~improve strategic and operational decision making~~jurisdictions. ~~KNIT accelerates the digital transformation of companies by converting property, plants and equipment into Smart Assets which enhance productivity.~~

2.16 OnTable ~~September~~of 2023, KINETIC hired a new Accountant company: BGM Consulting located in Houston Texas, represented by Barry G. McDaniel, CPA, CGMA and APA. We continue with our Audit company: Olayinka Oyebola & Co. located in Houston Texas and Lagos Nigeria, represented by Olayinka T. Oyebola, PCAOB-USA.Contents

~~F-14~~PART ~~Table of Contents~~III

Item 910. ~~CHANGES~~DIRECTORS, INEXECUTIVE ~~AND~~OFFICERS ~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING~~ AND ~~FINANCIAL~~CORPORATE ~~DISCLOSURE.~~GOVERNANCE

~~None.~~Name Position Ana Maria Mendez President and Chairwoman Damian Grider Director Roberto Mora Chief Financial Officer

~~Item~~The ~~9A.~~following ~~CONTROLS~~table ~~AND~~presents ~~PROCEDURES~~information with respect to our officers, directors and significant employees as of the date of this Report:

~~Evaluation~~The Director will serve as Director until our next annual shareholder meeting or until a successor is elected who accepts the position. Directors are elected for one-year terms or until the Board has named a substitute. Officers hold their positions at the will of ~~Disclosure~~the ~~Controls~~Board of Directors, absent any employment agreement.

WeAna ~~evaluated~~Maria ~~the~~Mendez. ~~effectiveness~~Ms. ofMéndez ~~our~~has ~~disclosure~~over ~~controls~~15 years’ experience in financial services, working throughout Latin America, Canada and ~~procedures~~Spain. asShe ofhas ~~the~~also ~~end~~been CEO of ~~the~~several ~~2023~~oil ~~fiscal~~and ~~year~~gas companies. ~~This~~Ana ~~evaluation~~María ~~was~~received ~~conducted~~her ~~with~~MBA ~~the~~from ~~participation~~Columbia ofUniversity ~~our~~and ~~chief~~her ~~executive~~dual ~~officer~~undergraduate degrees in Economics and ~~our~~Psychology ~~principal~~from ~~accounting~~the ~~officer~~University of Miami.

~~Disclosure~~Roberto ~~controls~~Mora ~~are~~is ~~controls~~an ~~and~~Industrial ~~other~~Engineering ~~procedures~~with ~~that~~MSc ~~are~~in ~~designed~~Information toSystem ~~ensure~~with ~~that~~more ~~information~~35 ~~that~~years weof ~~are~~experience ~~required~~in todifference beposition ~~disclosed~~ in ~~the~~Oil ~~reports~~Industry, weTelecommunications ~~file~~and ~~pursuant~~Consulting toCompanies ~~the~~as ~~Securities~~COO, ~~Exchange~~CFO, ~~Act~~CAO ofand ~~1934~~Country isManager ~~recorded~~in Venezuela, ~~processed~~Argentina, ~~summarized~~Mexico, Ecuador, Colombia and ~~reported~~USA.

~~Limitations~~17 onTable ~~the Effective~~ of ~~Controls~~Contents

~~Our~~Item ~~management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud~~11. AEXECUTIVE control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. The design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.COMPENSATION

~~Conclusions~~Compensation of Officers

~~Based~~The ~~upon~~following ~~their~~summary ~~evaluation~~compensation oftable ~~our~~sets ~~controls,~~forth the chief executive officer and principal accounting officer have concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information ~~relating~~concerning tocompensation usfor isservices ~~made~~rendered ~~known~~in toall ~~management~~capacities ~~on a timely basis~~ during ~~the~~2024 ~~period~~and ~~when~~2023 ~~our~~awarded ~~reports~~to, ~~are~~earned ~~being prepared. There were no changes in our internal controls that occurred during the year covered~~ by ~~this report that have materially affected~~ or ~~are~~paid ~~reasonably likely~~ to ~~materially affect~~ our ~~internal~~executive ~~controls~~officers.

~~Item~~ Summary ~~9B.~~Compensation ~~OTHER INFORMATION~~Table

At September 30, 2023, no other information to disclose is pending.

(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name and Principal Position [1]	Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compen-sation		Change in Pension Value & Non-Qualified Deferred Compen-sation Earnings		All other Compen-sation		Totals
	($)*	($)		($)		($)		($)		($)		($)		($)		($)
Ana Maria Mendez	2024	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
President and CEO	2023	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

~~Item~~Narrative ~~9C.~~Disclosure ~~DISCLOSURE~~Requirement ~~REGARDING~~for ~~FOREIGN~~Summary ~~JURISDICTIONS~~Compensation ~~THAT PREVENT INSPECTIONS~~Table

~~At September 30, 2023, there is not any information to disclose about foreign jurisdictions.~~Compensation

17Historically, ~~Table~~the compensation for our current and former officers consisted of ~~Contents~~the payments made pursuant to the consulting agreements executed and previously filed with the Commission and incorporated herein by reference. For the years ended September 30, 2024 and 2023, the annual compensation was $0 and $0, for CEO Ana Maria Mendez. We have not provided our named executive officers with perquisites or other personal benefits.

~~PART~~Retirement, ~~III~~Resignation or Termination Plans

~~Item~~We ~~10.~~sponsor ~~DIRECTORS~~no plan, ~~EXECUTIVE~~whether ~~OFFICERS~~written ~~AND~~or ~~CORPORATE~~verbal, ~~GOVERNANCE~~that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our company or as a result of a change in the responsibilities of an executive following a change in control of our company.

~~Name~~Directors’ ~~Position Ana Maria Mendez President and Chairwoman Damian Grider Director Roberto Mora Chief Financial Officer~~Compensation

The ~~following~~persons ~~table~~who ~~presents~~served ~~information~~as ~~with~~members ~~respect~~of to our board of directors, including executive officers, ~~directors~~did ~~and~~not ~~significant~~receive ~~employees~~any ascompensation offor ~~the~~services ~~date~~as ofdirectors ~~this~~for ~~Report:~~2024 and 2023.

The ~~Director~~Company ~~will~~does ~~serve~~not asmaintain ~~Director~~any ~~until~~qualified ~~our~~retirement ~~next~~plans ~~annual shareholder meeting~~ or ~~until~~non-nonqualified adeferred ~~successor~~compensation isplans ~~elected who accepts the position. Directors are elected~~ for ~~one-year~~its ~~terms~~employees or ~~until the Board has named a substitute~~directors. ~~Officers hold their positions at the will of the Board of Directors, absent any employment agreement.~~

~~Ana~~18 ~~Maria~~Table ~~Mendez. Ms. Méndez has over 15 years’ experience in financial services, working throughout Latin America, Canada and Spain. She has also been CEO~~ of ~~several oil and gas companies. Ana María received her MBA from Columbia University and her dual undergraduate degrees in Economics and Psychology from the University of Miami.~~Contents

~~Roberto~~Option ~~Mora~~Exercises ~~is an Industrial Engineering with MSc in Information System with more 35 years of experience in difference position in Oil Industry, Telecommunications~~ and ~~Consulting~~Stock ~~Companies as COO, CFO, CAO and Country Manager in Venezuela, Argentina, Mexico, Ecuador, Colombia and USA.~~Vested

18We ~~Table~~do ofnot ~~Contents~~have a stock option plan in place; therefore, there were no options issued, outstanding, exercised, or stock issued or vested as compensation during the years ended September 30, 2024 and 2023.

~~Item~~Pension ~~11.~~Benefits ~~EXECUTIVE~~and ~~COMPENSATION~~Nonqualified Deferred Compensation

~~Compensation~~There are no arrangements, agreements, or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of ~~Officers~~Kinetic Group affairs.

~~The~~Executive ~~following~~Officer ~~summary~~Outstanding ~~compensation~~Equity ~~table~~Awards ~~sets~~at ~~forth~~Fiscal ~~information concerning compensation for services rendered in all capacities during 2023 and 2022 awarded to, earned by or paid to our executive officers.~~Year-End

~~Summary~~From ~~Compensation~~September ~~Table~~30, 2023 to September 30, 2024, the company does not provide to any of our named executive officers executive or common share purchase options, stock awards or equity incentive plan awards.

(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name and Principal Position [1]	Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value & Non-Qualified Deferred Compensation Earnings		All other Compensation		Totals
		($)*		($)		($)		($)		(S)		($)		($)		($)
Ana Maria Mendez	2023	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
President and CEO	2022	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Narrative~~The ~~Disclosure~~following ~~Requirement~~table ~~for~~sets ~~Summary~~forth ~~Compensation~~certain ~~Table~~information regarding beneficial ownership of our common stock as of September 30, 2024: (i) by each of our directors, (ii) by each of the Named Executive Officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As of September 30, 2024 there were 26,420,200 shares of our common stock outstanding:

~~Compensation~~Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of September 30, 2022, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of September 30, 2022, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Our common stock is our only issued and outstanding class of securities eligible to vote.

~~Historically,~~As ~~the compensation for our current and former officers consisted~~ of ~~the payments made pursuant to the consulting agreements executed and previously filed with the Commission and incorporated herein by reference. For the years ended~~ September 30, ~~2023~~2024 ~~and~~there ~~2022,~~are ~~the annual compensation was $0 and $0~~13,868,225 ~~for~~shares ~~CEO~~of ~~Ana~~common ~~Maria~~stock ~~Mendez.~~outstanding Weowned ~~have~~by ~~not provided~~ our ~~named~~current ~~executive~~ officers ~~with~~and ~~perquisites or other personal benefits~~directors.

Retirement, Resignation or Termination Plans

Title of Class	Name of Beneficial Owner Directors and Officers:	Amount and Nature of Beneficial Ownership		Percentage of Beneficial Ownership %

Common	Ana Maria Mendez - President		4,844,650		18.34	%
Common	Damien Grider - Director (1)		8,923,575		33.90	%
Common	Roberto Mora CFO		100,000		0.38	%
Total			13,868,225		52.62	%
(1) Include individual shares and share as shareholder in Telco and Broadwaters

We19 ~~sponsor~~Table ~~no plan, whether written or verbal, that would provide compensation or benefits~~ of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our company or as a result of a change in the responsibilities of an executive following a change in control of our company.Contents

~~Directors’~~Item ~~Compensation~~13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~The~~Consulting ~~persons~~services ~~who~~provided ~~served~~by asthe ~~members~~Company’s ofofficers ~~our~~for ~~board~~the ofyears ~~directors,~~ended ~~including~~September ~~executive officers~~30, ~~did~~2024 ~~not~~and ~~receive~~2023 ~~any~~were ~~compensation for services~~ as ~~directors for 2023 and 2022.~~follows:

The Company does not maintain any qualified retirement plans or non-nonqualified deferred compensation plans for its employees or directors.

	Year Ended 9/30/2024		Year Ended 9/30/2023

President, Chief Executive Officer	$	-	$	-
Chief Financial Officer, Secretary and Treasurer	$	56,000	$	54,000
Total	$	56,000	$	54,000

19Director ~~Table of Contents~~Independence

~~Option~~Under ~~Exercises~~NASDAQ ~~and~~rule ~~Stock~~4200(a)(15), ~~Vested~~a director is not considered to be independent if he or she is also an executive officer or employee of the corporation.

WeOur dodirector, ~~not~~Damian ~~have~~Grider, ais ~~stock~~not ~~option~~an ~~plan~~executive in ~~place;~~the ~~therefore,~~company. ~~there~~As ~~were~~a ~~no options issued~~result, ~~outstanding,~~we ~~exercised,~~have oran ~~stock~~independent ~~issued~~director oron ~~vested~~our asBoard ~~compensation~~of ~~during the years ended September 30, 2023 and 2022~~Directors.

~~Pension~~Item ~~Benefits~~14. ~~and~~PRINCIPAL ~~Nonqualified~~ACCOUNTING ~~Deferred~~FEES ~~Compensation~~AND SERVICES

~~There~~During ~~are~~the noyears ~~arrangements,~~ended ~~agreements~~September 30, or2024 ~~understandings~~and ~~between~~2023, ~~non-management~~we ~~shareholders~~engaged ~~and~~as ~~management~~our ~~under~~independent ~~which~~accountant ~~non-management~~and ~~shareholders~~independent ~~may~~auditor. ~~directly~~For orthe ~~indirectly~~years ~~participate~~ended inSeptember or30, ~~influence~~2024 ~~the~~and ~~management~~2023, ofwe ~~Kinetic~~incurred ~~Group~~fees ~~affairs.~~as discussed below:

Executive Officer Outstanding Equity Awards at Fiscal Year-End

	Year Ended 9/30/2024		Year Ended 9/30/2023
Audit fees	$	4,903	$	12,000
Accountan Fees	$	15,955	$	8,630
Tax fees	$	-	$	-
All other fees	$	6,763	$	47,145
Total	$	27,621	$	67,775

~~From~~Audit ~~September~~and ~~30,~~Accountant ~~2022~~fees consist of fees related to ~~September~~professional ~~30,~~services ~~2023,~~rendered in connection with the ~~company~~audit ~~does~~of ~~not~~our ~~provide~~annual tofinancial ~~any~~statements and review of our ~~named~~quarterly ~~executive~~and ~~officers~~yearly ~~executive~~financial orstatements. ~~common~~Tax ~~share~~fees ~~purchase~~represent ~~options,~~fees ~~stock~~related ~~awards~~to orthe ~~equity~~preparation ~~incentive~~of ~~plan~~our ~~awards~~corporation income tax returns. The Other Fees mainly involve payment to Edgar company and stocks management company.

~~Item~~Our 12policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. ~~SECURITY~~These ~~OWNERSHIP~~services OFmay ~~CERTAIN~~include ~~BENEFICIAL~~audit ~~OWNERS~~services, ~~AND~~audit-related ~~MANAGEMENT~~services, ~~AND~~tax ~~RELATED~~services ~~STOCKHOLDER~~and ~~MATTERS~~other services. Under our audit committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project-based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. Our audit committee approved all services that our independent accountants provided to us in the past two fiscal years.

~~The~~20 ~~following~~Table ~~table sets forth certain information regarding beneficial ownership~~ of our common stock as of September 30, 2023: (i) by each of our directors, (ii) by each of the Named Executive Officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As of September 30, 2023 there were 26,320,200 shares of our common stock outstanding:Contents

~~Percentage~~PART ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of September 30, 2022, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of September 30, 2022, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Our common stock is our only issued and outstanding class of securities eligible to vote.IV

AsItem of15. ~~September 30~~EXHIBITS, ~~2023~~FINANCIAL ~~there~~STATEMENT ~~are 13,928,225 shares of common stock outstanding owned by our current officers and directors.~~SCHEDULE

Title of Class	Name of Beneficial Owner Directors and Officers:	Amount and Nature of Beneficial Ownership		Percentage of Beneficial Ownership %
EXHIBITNUMBER	DESCRIPTION
Common	Ana Maria Mendez - President		4,844,650		18.41	%
3.1	Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 14, 2017.
Common	Damien Grider - Director (1)		9,083,575		34.51	%
3.2	Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 14, 2017.
Total			13,928,225		52.92	%
3.3	Exhibits\Form 8-k Filed with SEC on May 26, 2022.htm
3.4	Exhibits\Form D-Notice of Exempt Offering of Securities August 10, 2022.pdf
3.5	Exhibits\Form 8-K Filed with SEC on July 25, 2022.pdf
3.6	Exhibits\Form 8-K Filed with SEC on June 23, 2023.htm
3.7	Exhibits\Form 8-K Filed with SEC on November 28, 2023.htm
3.8	Exhibits\Form 8-K Filed with SEC on May 03, 2024.htm
3.9	Exhibits\Form 8-K Filed with SEC on September 03, 2024.htm
3.10	Exhibits\Form 8-K/A Filed with SEC on October 02, 2024.htm
31.1	Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.*
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002*
101.INS	Inline XBRL Instance Document **
101.SCH	Inline XBRL Taxonomy Extension Schema Document **
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document **
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document **
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document **
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document **
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

20* ~~Table~~Filed ~~of Contents~~herewith.

~~Item~~** ~~13.~~XBRL ~~CERTAIN~~(Extensible ~~RELATIONSHIPS~~Business ~~AND~~Reporting ~~RELATED~~Language) ~~TRANSACTIONS~~information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, ~~AND~~as ~~DIRECTOR~~amended, ~~INDEPENDENCE~~is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

~~Consulting~~21 ~~services~~Table ~~provided~~of ~~by the Company’s officers for the years ended September 30, 2023 and 2022 were as follows:~~Contents

	Year Ended 9/30/2023		Year Ended 9/30/2022
President, Chief Executive Officer	$	-	$	-
Chief Financial Officer, Secretary and Treasurer	$	54,000	$	18,000
Total	$	54,000	$	18,000

Item 16. Form 10K Summary

~~Director~~In ~~Independence~~2024, Kinetic continued to make significant inroads in advancing digital twins, smart assets, and enabling enterprises to embrace the digital transformation leap. Throughout the year, we observed an acceleration in the number of companies recognizing the urgent need to transform their operations, reflected in increased demand for consultants to design and implement digital strategies. In response to this trend, Kinetic forged strategic alliances with key partners to jointly develop comprehensive strategies for enterprises and position ourselves as an integral part of the solution when those companies proceed with execution. These partnerships have further strengthened our market presence and ability to capture value in a rapidly evolving digital landscape.

~~Under~~22 ~~NASDAQ~~Table ~~rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee~~ of ~~the corporation.~~Contents

~~Our director, Damian Grider, is not an executive in the company. As a result, we have an independent director on our Board of Directors.~~SIGNATURES

~~Item~~Pursuant ~~14.~~to ~~PRINCIPAL~~the ~~ACCOUNTING~~requirements ~~FEES~~of ~~AND~~the ~~SERVICES~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

During the years ended September 30, 2023 and 2022, we engaged as our independent accountant and independent auditor. For the years ended September 30, 2023 and 2022, we incurred fees as discussed below:

	KINETIC GROUP INC.

Date: August 27, 2025	By:	/s/ Ana Maria Mendez
		Ana Maria Mendez
		President and Chairwoman

	Year Ended 9/30/2023		Year Ended 9/30/2022
Audit fees	$	12,000	$	4,000
Accountant Fees	$	8,630	$	2,500
Tax fees	$	-	$	-
All other fees	$	47,145	$	3,050
Total	$	67,775	$	9,550

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Kinetic Group Inc. and in the capacities and on the dates indicated.

Audit and Accountant fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements and review of our quarterly and yearly financial statements. Tax fees represent fees related to the preparation of our corporation income tax returns. The Other Fees mainly involve payment to CIM Securities who act as investor relation partner.

SIGNATURES	TITLE	DATE

/s/ Ana Maria Mendez	President and Chairwoman	August 27, 2025
Ana Maria Mendez

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project-based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. Our audit committee approved all services that our independent accountants provided to us in the past two fiscal years.23

21 Table of Contents

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE

EXHIBIT		NUMBER DESCRIPTION
3.1		Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 14, 2017.
3.2		Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 14, 2017.
3.3		Exhibits\Form 8-K Filed with SEC on May 26, 2022.htm
3.4		Exhibits\Form D-Notice of Exempt Offering of Securities August 10, 2022.htm
3.5		Exhibits\Form 8-K Filed with SEC on July 25, 2022.htm
3.6		Exhibits\Form 8-K Filed with SEC on June 23, 2023.htm
31.1		Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.*
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002*
101.INS		Inline XBRL Instance Document **
101.SCH		Inline XBRL Taxonomy Extension Schema Document **
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document **
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document **
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document **
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document **
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

____________

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Item 16. Form 10K Summary

2023 has proven to be a pivotal year for KINETIC. We prioritized closing an acquisition in the Digital Transformation space. We are confident that enterprises will continue to recognize the inevitable need to put their company on a path of transformation or risk being left behind. The next great leap in productivity will inevitably come from Artificial Intelligence and KINETIC will be at the forefront of offering customized solutions to enterprises in the oil and gas, manufacturing, healthcare, transportation and retail sectors. Specifically offering Metaverse solutions, predictive analytics through smart dash boards, Artificial Intelligence and Digital Twins.

We look forward to implementing our growth strategy in one of the most promising areas of growth while looking for other acquisition targets that will add value for all KINETIC stakeholders.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KINETIC GROUP INC.
Date: November 13, 2023	By:	/s/ Ana Maria Mendez
		Ana Maria Mendez
		President and Chairwoman

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Kinetic Group Inc. and in the capacities and on the dates indicated.

SIGNATURES	TITLE	DATE
/s/ Ana Maria Mendez	President and Chairwoman	November 13, 2023
Ana Maria Mendez

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