UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR ~~THE~~ THE FISCAL YEAR ENDED ~~December~~DECEMBER 31, ~~2023~~2024

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER: 000-56221

ZENTRUM HOLDINGS, Inc.

(Exact name of registrant as specified in its charter)

	Delaware	32-0620813
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	4-30-4F, Yotsuya Shinjuku-ku, Tokyo, Japan	160-0004
	(Address of Principal Executive Offices)	(Zip Code)

Securities to be registered under Section 12(b) of the Act: None

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

Title of each class

Name of each exchange on which

registered

Common Stock, $0.0001

N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes [X] 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 [X] No

Indicate by check mark whether the registrant (1) has 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.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

[X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ]

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

Large accelerated filer ☐[ ] Accelerated filer ☐[ ] Non-accelerated filer ☒[X] Smaller reporting company ☒[X] Emerging growth company ☒[X]

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of June 30, 2023, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $193. This was calculated using the par value $0.0001.

As of ~~March~~May 2212, ~~2024~~2025, there were 20,000,000 shares of the Registrant's common stock, par value $0.0001 per share, issued and outstanding.

- 1 -

Table of Contents

TABLE OF CONTENTS

ZENTRUM HOLDINGS, INC.

PART I		~~PAGE~~	PAGE
Item 1	Business	3	3
Item 1A	Risk Factors	4	4
Item 1B	Unresolved Staff Comments	4	4
Item 2	Properties	4
Item 1C	Cybersecurity		4
Item 3	Legal Proceedings	4
Item 2	Properties		4
Item 4	Mine Safety Disclosures	4
Item 3	Legal Proceedings		4
PART II
Item 4	Mine Safety Disclosures		4
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
PART II
Item 6	Selected Financial Data	6
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		5
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	6
Item 6	Selected Financial Data		6
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	6
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations		6
Item 8	Financial Statements and Supplementary Data	F1-F8
Item 7A	Quantitative and Qualitative Disclosures about Market Risk		6
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	7
Item 8	Financial Statements and Supplementary Data		F1-F8
Item 9A	Controls and Procedures	7
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		7
Item 9B	Other Information	7
Item 9A	Controls and Procedures		7
PART III
Item 9B	Other Information		7
Item 10	Directors, Executive Officers and Corporate Governance	8
PART III
Item 11	Executive Compensation	9
Item 10	Directors, Executive Officers and Corporate Governance		8
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	10
Item 11	Executive Compensation		9
Item 13	Certain Relationships and Related Transactions, and Director Independence	10
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		10
Item 14	Principal Accounting Fees and Services	10
Item 13	Certain Relationships and Related Transactions, and Director Independence		10
PART IV
Item 14	Principal Accounting Fees and Services		10
Item 15	Exhibits, Financial Statement Schedules	11
PART IV
	Signatures	11
Item 15	Exhibits, Financial Statement Schedules		11
	Signatures		11

- 2 -

Table of Contents

PART I

Item 1. Business

Corporate History

OFF Line International, Inc., a Delaware corporation (“the Company”) was incorporated under the laws of the State of Delaware on November 22, 2019 with the name OFF Line International, Inc.

On November 22, 2019, Mr. Koichi Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. As of the date of this report, he remains our only officer and director.

On November 22, 2019, Koichi Ishizuka paid for expenses relating to the incorporation of the Company with personal funds on behalf of the Company, in exchange for 20,000,000 shares of restricted Common Stock. ~~Currently, this constitutes 100% of the issued and outstanding common shares of the Company.~~

On December 30, 2019, the Company entered into and consummated a Share Contribution Agreement (the “Share Contribution Agreement”) with Koichi Ishizuka. Pursuant to this agreement Mr. Ishizuka gifted to the Company, at no cost, 100 shares of common stock of OFF Line Japan Co., Ltd., a Japan corporation (“OFF Line Japan”), which represented all of its issued and outstanding shares. Following the execution of this agreement OFF Line Japan Co., Ltd. became our wholly owned subsidiary.

OnOFF ~~January~~Line ~~15,~~Japan ~~2021,~~was ~~Koichi~~incorporated ~~Ishizuka,~~under ~~our~~the ~~sole~~laws ~~officer~~of ~~and~~Japan ~~director,~~on ~~entered~~June ~~into~~13, ~~Stock~~2018. ~~Purchase~~Currently, ~~Agreements~~OFF ~~with~~Line 64Japan ~~Japanese~~is ~~shareholders.~~headquartered ~~Pursuant~~in toTokyo, ~~these~~Japan. ~~agreements,~~The ~~Koichi~~Company ~~Ishizuka~~is ~~sold~~ a ~~total~~start-up ofstage ~~1,933,000~~company ~~shares~~with ofa ~~our~~focus on ~~common~~providing ~~stock~~telecommunication toservices ~~these individuals~~ and ~~received $193,300 as aggregate consideration~~products. ~~Each shareholder paid $0.10 USD per share.~~

~~The~~Currently, ~~aforementioned~~we ~~sale~~operate ofexclusively ~~free~~through ~~trading~~our ~~shares was~~wholly ~~conducted~~owned ~~pursuant~~subsidiary, toOFF ~~the~~Line ~~Company’s~~Japan ~~effective~~and ~~S-1~~share ~~Registration Statement deemed effective by~~ the ~~Securities~~same ~~and~~business ~~Exchange~~plan ~~Commission on~~as ~~October~~that ~~29,~~of ~~2020~~our atwholly ~~4pm~~owned ~~EST~~subsidiary. ~~As such, the shares sold were deemed freely transferable.~~

~~OFF~~On ~~Line~~January ~~Japan~~15, ~~was~~2021, ~~incorporated~~Koichi ~~under~~Ishizuka, ~~the~~our ~~laws~~sole ofofficer ~~Japan~~and ondirector, ~~June~~entered ~~13,~~into ~~2018.~~Stock ~~Currently,~~Purchase ~~OFF~~Agreements ~~Line~~with ~~Japan~~64 isJapanese ~~headquartered~~shareholders. inPursuant ~~Tokyo,~~to ~~Japan.~~these ~~The~~agreements, ~~Company~~Koichi isIshizuka sold a ~~start-up~~total ~~stage~~of ~~company~~1,933,000 ~~with~~shares aof ~~focus on~~our ~~providing~~common ~~telecommunication~~stock ~~services~~to these individuals and ~~products~~received $193,300 as aggregate consideration. Each shareholder paid $0.10 USD per share.

OnThe ~~June~~aforementioned ~~16,~~sale ~~2021,~~of ~~the~~free ~~Company’s~~trading ~~Board~~shares ofwas conducted ~~Directors~~pursuant ~~approved~~ to ~~change~~ the ~~name of the~~ Company’s ~~from~~effective ~~“OFF~~S-1 ~~Line~~Registration ~~International,~~Statement ~~Inc.”~~deemed toeffective ~~“Zentrum~~by ~~Holdings,~~the ~~Inc.”~~Securities Onand ~~June~~Exchange ~~16,~~Commission ~~2021,~~on weOctober ~~filed~~29, a2020 ~~Certificate~~at of4pm ~~Amendment~~EST. ~~with~~As such, the ~~Delaware~~shares ~~Secretary~~sold ofwere ~~State~~deemed tofreely ~~change our name to Zentrum Holdings, Inc~~transferable.

AtOn ~~this~~June ~~time~~16, we2021, ~~operate~~the ~~exclusively~~Company’s ~~through~~Board ~~our~~of ~~wholly~~Directors approved ~~owned~~to ~~subsidiary,~~change the name of the Company from “OFF Line ~~Japan~~International, ~~and~~Inc.” ~~share~~to ~~the~~“Zentrum ~~same~~Holdings, ~~business~~Inc.” ~~plan~~On asJune ~~that~~16, 2021, we filed a Certificate of Amendment with the Delaware Secretary of State to change our ~~wholly~~name ~~owned~~to ~~subsidiary~~Zentrum Holdings, Inc.

~~Overview~~On May 24, 2022, our largest controlling shareholder, Koichi Ishizuka, sold a total of 3,567,000 shares of restricted common stock of the Company to the following parties in the respective quantities:

Our principal executive offices are located at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan.

Name of Purchaser	Common Shares Purchased	Price Paid Per Share ($)	Total Approximate Amount Paid ($)
Rei Ishizuka¹	1,716,000	0.0001	171.60
White Knight Co., Ltd. ²	1,000,000	0.0001	100.00
Eiichi Ueda	251,000	0.0001	25.10
Yuko Takeuchi	600,000	0.0001	60.00
Total	3,567,000	0.0001	356.70

~~The~~1 ~~Company~~Rei ~~has~~Ishizuka ~~elected~~is ~~December~~the ~~31th~~wife asof ~~its~~Koichi ~~fiscal~~Ishizuka. Koichi Ishizuka ~~year~~is ~~end~~our controlling shareholder, sole officer, and only director.

~~Currently,~~2 weWhite ~~operate~~Knight ~~through~~Co., ~~our~~Ltd. ~~wholly~~is owned ~~subsidiary, OFF~~and ~~Line~~controlled ~~Japan,~~by ~~“OFF~~Koichi ~~Line~~Ishizuka. White ~~Japan”~~Knight ~~which~~Co., ~~provides~~Ltd. ~~telecommunication~~is ~~services~~a ~~and~~Japanese ~~related products~~entity.

~~OFF~~In ~~Line~~regards ~~Japan~~to ~~was~~all ~~incorporated~~of ~~under~~the above transactions, Koichi Ishizuka claims an exemption from registration afforded by Section Regulation S of the ~~laws~~Securities Act of 1933, as amended ("Regulation ~~Japan~~S") onfor ~~June~~the 13above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), ~~2018~~pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

~~Currently~~Due to a clerical error, ~~OFF~~the ~~Line~~Company ~~Japan~~failed isto ~~headquartered~~provide atits ~~4-30-4F,~~transfer agent ~~Yotsuya,~~with ~~Shinjuku-ku,~~the ~~Tokyo,~~necessary ~~160-0004,~~documentation ~~Japan.~~to ~~OFF~~record ~~Line~~the ~~Japan’s~~above ~~office~~sales ~~space~~of isshares ~~provided~~that ~~rent~~occurred ~~free~~in byMay ~~our~~2022. ~~Chief~~This ~~Executive~~issue ~~Officer~~has now been resolved, and ~~Koichi~~the ~~Ishizuka~~transfer agent recorded the sales of shares on November 13, 2024.

~~Background of Operations~~Overview

~~Currently,~~Our weprincipal ~~operate~~executive ~~through~~offices ~~our~~are ~~wholly~~located ~~owned~~at ~~subsidiary~~4-30-4F, ~~OFF Line Japan Co.~~Yotsuya, ~~Ltd.~~Shinjuku-ku, ~~“OFF Line Japan”~~Tokyo, ~~which is engaged in providing telecommunication products and related services in Japan~~160-0004, ~~particularly, the following:~~Japan.

-The ~~SNS~~Company ~~system~~has ~~called~~elected ~~“AirTalk”~~December 31st as its fiscal year end.

-Currently, AIwe ~~Camera~~operate ~~Service~~through our wholly owned subsidiary, OFF Line Japan, “OFF Line Japan” which provides telecommunication services and related products.

-OFF ~~Beacon~~Line ~~Business~~Japan was incorporated under the laws of Japan on June 13, 2018.

Currently, OFF Line Japan is headquartered at 4-30-4F, Yotsuya, ~~Kidnapping~~Shinjuku-ku, ~~Prevention~~Tokyo, ~~Device~~160-0004, ~~named~~Japan. ~~“KID”~~OFF Line Japan’s office space is provided rent free by our Chief Executive Officer, Koichi Ishizuka.

-Background ~~Drone~~of ~~Management System Development~~Operations

~~AirTalk~~Currently, we operate through our wholly owned subsidiary, OFF Line Japan Co., Ltd., “OFF Line Japan”, which is engaged in providing telecommunication products and related services in Japan, particularly, the following:

~~AirTalk is~~- aSNS ~~social~~system ~~networking~~called service (mobile application) with anonymous online/offline chat, allowing users to post photos on maps, and the ability to post short messages. The most current version was released in December 2020 . Although it was, at one point, our intention to further develop “AirTalk, as of the current date we have not made any additional developmental efforts . AirTalk was originally developed and released by OFF Line Co., Ltd., and the networking service has more than 20,000 users.”

On- ~~December~~AI 1,Camera 2019 OFF Line Co., Ltd. gifted the source code and rights to the program “AirTalk” to our wholly owned subsidiary, OFF Line Japan. OFF Line Co., Ltd. is controlled by our sole officer and director, Koichi Ishizuka.Service

~~After~~- ~~taking~~Beacon ~~possession of the source code and rights to the program “AirTalk” we subsequently began to fix numerous bugs that we had discovered throughout the program.~~ Business

~~AirTalk’s unique feature is its offline chat function, which allows users to chat with each other even when they are unable to use the internet, using Bluetooth Low Energy (BLE) and Wi~~-Fi atKidnapping aPrevention ~~radius~~Device ofnamed ~~120 meters. Once users exceed a radius of 120 meters, offline chat will automatically switch over to online (internet-based) chat.~~“KID”

~~Another~~- ~~feature~~Drone ofManagement ~~AirTalk~~System is its GPS Crossed Paths functionality. Users will set their Crossed Paths distance to any distance between 100 m and 2 km of their device. When another user enters this range (ex: 100 m), the user will receive a notification to their AirTalk app that they have crossed paths with that other user. As of today, this feature only works when the user is online, but during the process of ongoing development we intend to convert this feature to Bluetooth.Development

~~Features~~AirTalk

-AirTalk ~~Communicate~~is ~~without~~a ansocial ~~active~~networking ~~internet~~service or(mobile ~~data connection~~application) –with ~~great~~anonymous ~~for~~online/offline ~~people~~chat, allowing users to post photos on ~~limited~~maps, ~~data~~and ~~plans~~the ability to post short messages. The most current version was released in December 2020. Although it was, ~~when~~at ~~traveling~~one point, orour ifintention ~~there’s~~to nofurther ~~internet~~develop ~~connectivity~~AirTalk, inas of the ~~area~~current date we have not made any additional developmental efforts. AirTalk was originally developed and released by OFF Line Co., Ltd., and the networking service has more than 20,000 users.

-On ~~Integrated~~December ~~profile~~1, ~~builder~~2019 OFF Line Co., Ltd. gifted the source code and rights to the program “AirTalk” to our wholly owned subsidiary, OFF Line Japan. OFF Line Co., Ltd. is controlled by our sole officer and director, Koichi Ishizuka.

-After ~~Send~~taking ~~and~~possession of ~~receive~~the ~~messages~~source ~~with~~code ~~anybody~~and ~~using~~rights to the program “AirTalk in” awe ~~100~~subsequently mbegan ~~radius~~to fix numerous bugs that we had discovered throughout the program.

-AirTalk’s ~~Users~~unique ~~will~~feature beis ~~able~~its offline chat function, which allows users to ~~share~~chat ~~AirTalk~~with ~~user~~each ~~messages simultaneously~~other ~~via~~even when they are unable to use the ~~local~~internet, ~~map~~using Bluetooth Low Energy (BLE) and Wi-Fi ~~Twitter~~at a radius of 120 meters. Once users exceed a radius of 120 meters, offline chat will automatically switch over to online (internet-based) chat.

~~Current~~Another ~~status~~feature of AirTalk is its GPS Crossed Paths functionality. Users will set their Crossed Paths distance to any distance between 100 m and 2 km of their device. When another user enters this range (ex: 100 m), the user will receive a notification to their AirTalk app that they have crossed paths with that other user. As of today, this feature only works when the user is online, but during the process of ongoing development we intend to convert this feature to Bluetooth.

~~The most current version of AirTalk was released in December 2020; however, we have indefinitely suspended our marketing activities and we have, thus far, made no marketing efforts whatsoever.~~ Features

On- ~~January~~Communicate 1,without ~~2020, OFF Line Japan Co., Ltd entered into~~ an ~~agreement~~active ~~with~~internet ~~Ueda~~or ~~Tsusho~~data ~~Ltd to administer “AirTalk”, and to provide further development and maintenance~~connection of– ~~“AirTalk”~~great and the Company’s other various software and hardware it may have, such as the Company’s AI system, all to be further developed on an ongoing need be basis. OFF Line Japan Co., Ltd shall compensate Ueda Tsusho Ltd in the amount of JPY 40,000 (approximately $380) per day; in this case a “day” will be defined as a calendar day during which services have been rendered. The total amount of days will be totaled and accordingly invoiced by Ueda Tsusho Ltd. to the Company at the end of the month, and the Company will be responsible for ~~remitting~~people ~~full payment the following month. Any additional services not covered by the agreement shall receive compensation determined~~ on alimited ~~case-by-case~~data ~~basis. The term of the agreement shall be from January 1~~plans, ~~2020~~when ~~until December 31~~traveling, ~~2020,~~or ~~with~~if automatic (unless terminated) extension for additional year long periods. On January 1, 2023, the agreement was automatically renewed for another twelve-month period. At present, any and all efforts by Ueno Tsusho Ltd to further develop AirTalk are indefinitely paused, and Ueno Tsusho Ltd.there’s ~~sole~~no ~~responsibility~~internet isconnectivity toin ~~provide~~the ~~ongoing maintenance~~area.

We- ~~have~~Integrated ~~not~~profile yet determined a definitive plan as to how we will monetize AirTalk but we have tentative plans to monetize the mobile application in the future by adding “in app” advertisements from third parties that we would be compensated for by “pay per click,” or for each placement of each advertisementbuilder. ~~At this time, we cannot state with any level of specificity when we will solidify any monetization plans until the user base of AirTalk has increased.~~

AI- ~~Camera~~Send ~~Service~~and receive messages with anybody using AirTalk in a 100 m radius.

~~Our~~- AIUsers ~~camera~~will ~~service~~be ~~uses~~able ~~AI facial recognition~~ to ~~distinguish~~share ~~between~~AirTalk ~~and~~user ~~identify~~messages simultaneously ~~human~~via ~~faces. We initially plan to release this service to institutions with~~ the ~~purpose~~local ofmap ~~preventing the wandering of individuals suffering from dementia. In Japan, approximately 8.5 million people suffer from mild cognitive impairment (MCI),~~ and ~~incidents continue to occur in which such individuals wander away from care facilities and die or go missing~~Twitter.

~~With~~Current our AI camera service, photographs are taken of the faces of residents at care facilities and stored in the cloud. AI cameras, currently we specifically use the DeepLens created by Amazon, are placed in facility entrances, and when a relevant individual attempts to leave, the AI camera identifies this person and dispatches a notification to the supervisor of the facility such as by email or using a siren. This allows facility staff to stop the individual from leaving. The launch of this service initially targeted care facilities; however, there are a variety of different potential applications.status

~~Features~~The most current version of AirTalk was released in December 2020; however, due to our financial condition, we indefinitely suspended our marketing activities and we have, thus far, made no marketing efforts whatsoever.

AIOn ~~camera~~January is1, a2020, ~~system~~OFF ~~that~~Line ~~uses~~Japan ~~face~~Co., ~~recognition~~Ltd ~~technology~~entered into an agreement with Ueda Tsusho Ltd to ~~prevent~~administer ~~wandering~~“AirTalk”, and ~~prevent~~to ~~unauthorized~~provide ~~outings~~further ~~from~~development ~~medical~~and ~~institutions.~~maintenance of To“AirTalk” ~~date,~~and wethe Company’s other various software and hardware it may have, ~~been~~such ~~pairing~~as ~~our~~the Company’s AI ~~camera~~system, ~~service~~all ~~with~~to ~~Amazon's~~be ~~AWS~~further ~~DeepLens,~~developed aon ~~camera~~an ~~which~~ongoing ~~can~~need be ~~used~~basis. inOFF ~~multiple~~Line ~~focal~~Japan ~~planes~~Co., ~~This~~Ltd ~~service~~shall iscompensate ~~for~~Ueda ~~“wander~~Tsusho ~~prevention”~~Ltd in the amount of JPY ~~purposes~~40,000 ~~and~~(approximately it$380) ~~has~~per ~~the~~day; ~~capability~~in tothis ~~detect~~case a “~~people~~day” ~~who~~will ~~are,~~be ~~and~~defined ~~are~~as ~~not,~~a ~~wearing~~calendar ~~surgical~~day ~~masks”,~~during ~~outsiders~~which ~~entering~~services ahave been ~~“restricted~~rendered. ~~area”,~~The total amount of days will be totaled and inaccordingly ~~general~~invoiced ~~allows~~by ~~for~~Ueda Tsusho Ltd. to the ~~detection~~Company at the end of ~~men,~~the ~~women~~month, and ~~animals,~~the ~~etc~~Company will be responsible for remitting full payment the following month. AIAny ~~Camera~~additional ~~Service’s~~services ~~settings~~not covered by the agreement ~~will~~shall ~~allow~~receive itcompensation todetermined ~~detect~~on ~~individuals~~a ~~whose~~case-by-case ~~faces~~basis. ~~are~~The ~~stored~~term inof the ~~data~~agreement ~~server~~shall ~~and/or~~be ~~individuals~~from ~~whose~~January ~~features~~1, ~~are~~2020 ~~not~~until ~~stored~~December 31, in2020, with automatic (unless terminated) extension for additional year long periods. On January 1, 2023, the agreement was automatically ~~data~~renewed ~~server~~for another twelve-month period. At present, any and ~~alerts~~all ~~can~~efforts beby ~~sent~~Ueno ~~out~~Tsusho ~~depending~~Ltd ~~upon~~to ~~the~~further ~~user~~develop AirTalk are indefinitely paused, and Ueno Tsusho Ltd.’s ~~settings~~sole ~~and~~responsibility ~~preferences~~is to provide ongoing maintenance.

~~Face~~We ~~recognition~~have ~~detects~~not ~~the~~yet ~~movement~~determined of a ~~target~~ ~~person~~definitive ~~who~~plan as ~~may~~to behow ~~wandering~~we ~~about~~will ~~when~~monetize ~~going~~AirTalk ~~out~~but ofwe ~~the~~have ~~entrance~~tentative /plans ~~exit~~to ofmonetize the ~~facility,~~mobile ~~and~~application ~~alerts~~in the ~~facility~~future ~~staff~~by ~~with~~adding a“in ~~warning~~app” ~~sound~~advertisements orfrom athird ~~detection~~parties ~~alert.~~that Inwe ~~addition,~~would bybe ~~utilizing~~compensated ~~the~~for ~~mobile~~by ~~notification~~“pay ~~function~~per click,” itor isfor ~~possible~~each toplacement ~~know~~of ~~the~~each ~~wandering behavior~~advertisement. ofAt ~~the~~this ~~target person trying to go out in real~~ time, ~~even~~we ifcannot ~~there~~state iswith noany ~~facility~~level ~~staff~~of orspecificity ~~manager~~when ~~nearby,~~we sowill ~~quick~~solidify ~~response~~any ~~and~~monetization ~~information sharing are possible~~plans.

~~Current~~AI ~~status~~Camera Service

~~Currently,~~Our AI camera service’s ~~host~~uses ~~system~~AI isfacial ~~being~~recognition ~~further~~to ~~developed~~distinguish between and ~~improved~~identify byhuman ~~Ueda~~faces. ~~Tsusho~~We seek Coto release this service to institutions with the purpose of preventing the wandering of individuals suffering from dementia, but at this point we do not have definitive plans for how we will achieve this goal. In Japan, ~~Ltd~~approximately 8. 5 million people suffer from mild cognitive impairment (MCI), and incidents continue to occur in which such individuals wander away from care facilities and die or go missing.

OnWith ~~January~~our 1,AI ~~2020,~~camera ~~OFF Line Japan Co.~~service, ~~Ltd~~photographs ~~entered into an agreement with Ueda Tsusho Ltd to administer “AirTalk”, and to provide further development~~could ~~and~~be ~~maintenance~~taken of ~~“AirTalk”~~the ~~and~~faces ~~the~~of ~~Company’s~~residents ~~other~~at ~~various~~care ~~software~~facilities and ~~hardware~~stored itin ~~may have, such as~~ the ~~Company’s AI system, all to be further developed on an ongoing need be basis~~cloud. ~~OFF~~AI ~~Line Japan Co.~~cameras, ~~Ltd~~currently ~~shall~~we ~~compensate~~specifically ~~Ueda~~use ~~Tsusho Ltd in~~ the ~~amount~~DeepLens ofcreated ~~JPY~~by 40Amazon,~~000~~ ~~(approximately~~could ~~$380)~~be ~~per~~placed ~~day;~~ in ~~this~~facility ~~case~~entrances, aand ~~“day”~~when ~~will~~a berelevant ~~defined~~individual asattempts ato ~~calendar~~leave, ~~day~~the ~~during~~AI ~~which~~camera ~~services~~could ~~have~~identify ~~been~~this ~~rendered.~~person ~~The total amount of days will be totaled~~ and ~~accordingly~~dispatch ~~invoiced~~a bynotification ~~Ueda Tsusho Ltd.~~ to the ~~Company~~supervisor ~~at the end~~ of the ~~month,~~ ~~and~~facility ~~the~~such ~~Company~~as ~~will be responsible for remitting full payment the following month. Any additional services not covered~~ by ~~the agreement~~email ~~shall~~or ~~receive~~using ~~compensation determined on~~ a ~~case by case basis~~siren. ~~The~~This ~~term~~would ofallow ~~the agreement shall be from January 1, 2020 until~~facility ~~December~~staff ~~31,~~to ~~2020,~~stop ~~with automatic (unless terminated) extension for additional year long periods. On January 1, 2023~~ the ~~agreement~~individual ~~was automatically~~from ~~renewed for another twelve month period~~leaving.

We released the AI camera service in September of 2022, but we have thus far not realized any sales. We have not yet commenced any marketing efforts, and at present we rely entirely on prospective clients to contact us pertaining to this service. We may, if possible, rely upon the personal and professional relationships of our sole Officer and Director in order to acquire future clients. Features

~~Beacon~~AI ~~Business~~camera is a system that uses face recognition technology to prevent wandering and prevent unauthorized outings from medical institutions. To date, we have been pairing our AI camera service with Amazon's AWS DeepLens, a camera which can be used in multiple focal planes. This service is for “wander prevention” purposes, and it has the capability to detect “people who are, and are not, wearing surgical masks”, outsiders entering a “restricted area”, and in general allows for the detection of men, women, animals, etc. AI Camera Service’s settings will allow it to detect individuals whose faces are stored in the data server and/or individuals whose features are not stored in the data server, and alerts can be sent out depending upon the user’s settings and preferences.

~~Over~~ Face recognition detects the ~~past~~movement ~~two~~of ~~years~~a target weperson ~~have~~who ~~sold~~may ~~“beacon~~be ~~devices”~~wandering ~~that~~about ~~broadcast~~when ~~over~~going aout ~~diameter~~of the entrance/exit of ~~900~~a mfacility, ~~while~~and ~~using~~could ~~Bluetooth~~alert ~~Low~~the ~~Energy~~facility staff with a ~~(BLE)~~warning ~~4.0.~~sound ~~Because~~or ~~this~~a ~~signal~~detection ~~can~~alert. beIn ~~received~~addition, ~~using~~by autilizing ~~smartphone~~the mobile notification function, it ~~can~~is bepossible ~~used~~ to ~~look~~know ~~after~~the ~~children~~wandering ~~and~~behavior of the ~~elderly. It can~~target ~~also~~person betrying ~~used~~to ~~for~~go ~~the~~out ~~protection~~in ofreal ~~objects,~~time ~~and~~even ~~therefore~~if tothere ~~retrieve~~is ~~lost~~no facility staff or ~~dropped~~manager ~~property~~nearby, so quick response and information sharing are possible.

~~Currently, OFF~~Current Line Co., Ltd. has an existing inventory of Beacons available, but sales have been paused indefinitely while development of BLE 5.0 remains ongoing. We do not yet have a definitive timeframe for when development of BLE 5.0 will conclude. Manufacturing of Beacons is conducted by an unrelated third party. We purchase inventory from OFF Line Co., Ltd, on a need be basis without any formal agreement, who in turn purchases their inventory from Betz Technik Industries, Ltd on a need be basis, and with no formal agreement. We plan to, at an undetermined point in the future, resume the purchase of beacons from OFF Line Co., Ltd. and sell them to nursing institutes. It should be noted that OFF Line Co., Ltd. is also owned and controlled by our sole officer and director, Koichi Ishizuka. status

~~Drone~~Currently, ~~Management~~AI ~~System~~camera ~~Development~~service’s host system is being further developed and ~~Entrusted~~ ~~System~~improved ~~Development~~by Ueda Tsusho Co., Ltd.

~~The current~~On ~~newest~~January ~~Bluetooth~~1, ~~standard~~2020, isOFF ~~BLE~~Line Japan 5Co.0., ~~OFF~~Ltd ~~Line~~entered isinto ~~currently~~an inagreement ~~the~~with ~~process~~Ueda ofTsusho ~~developing~~Ltd ato ~~new~~administer ~~drone~~“AirTalk”, ~~identification~~and ~~system~~to ~~using~~provide further development ~~this~~and ~~Bluetooth~~maintenance ~~5.0~~of ~~standard. By placing~~“AirTalk” ~~BLE~~and ~~5.0~~the onCompany’s aother ~~GPS~~various ~~chip~~software and hardware it may have, ~~signals~~such ~~can~~as bethe ~~broadcast~~Company’s AI system, all to abe ~~clear-air~~further ~~distance~~developed ofon ~~around~~an 3ongoing need be basis.5 kmOFF Line Japan Co., ~~This~~Ltd ~~technology~~shall iscompensate ~~currently~~Ueda ~~under~~Tsusho ~~development;~~Ltd in the amount ~~however~~of JPY 40,000 we(approximately ~~have~~$380) ~~been~~per ~~able~~day; toin ~~transmit~~this case a ~~drone’s~~“day” ~~location~~will ~~information~~be updefined toas a ~~radius~~calendar ofday 3during which services have been rendered.5 kmThe ~~using~~total aamount ~~BLE~~of 5days will be totaled and accordingly invoiced by Ueda Tsusho Ltd.0 ~~chip~~to ~~mounted~~the onCompany ~~that~~at the end of the ~~drone~~month, ~~detect~~and ~~this~~the ~~signal~~Company ~~using~~will be responsible for remitting full payment the following month. Any additional services not covered by the agreement shall receive compensation determined on a ~~smartphone~~case by case basis. The term of the agreement shall be from January 1, ~~and~~2020 ~~indicate~~until December 31, 2020, with automatic (unless terminated) extension for additional year long periods. On January 1, 2023 the ~~drone’s~~agreement ~~location~~was automatically onrenewed ~~Google~~for ~~Maps~~another twelve month period.

~~As of~~We ~~today,~~released ~~throughout~~ the ~~world~~AI ~~drones~~camera service ~~lack~~in ~~any~~September ~~kind~~ of ~~“registration plate” system. Accordingly~~2022, it isbut ~~impossible~~we tohave ~~distinguish~~thus ~~between~~far ~~drones~~not ~~performing~~realized ~~legitimate~~any ~~tasks,~~sales. ~~such~~We ashave ~~surveying,~~not ~~and~~yet ~~drones~~commenced ~~being~~any ~~used~~marketing toefforts, ~~take privacy-invading photos~~ and ~~video.~~at ~~OFF~~present we ~~Line,~~rely inentirely ~~anticipation~~on ofprospective ~~the~~clients ~~establishment~~to ofcontact ~~laws~~us ~~applying~~pertaining to ~~drones~~this ~~in the future~~service, ~~will~~which ~~equip~~has ~~drones~~yielded ~~with~~no ~~BLE 5.0~~results ~~beacons~~thus ~~and register the purpose of drone flights on servers~~far. We ~~intend~~may, toif ~~develop a system by which ordinary people can recognize~~possible, ~~drones~~rely inupon ~~flight~~the ~~with~~personal ~~their~~and ~~smartphones~~professional torelationships ~~find~~of ~~out~~our ~~what~~sole ~~company~~Officer isand ~~flying~~Director ~~those~~in ~~drones~~order ~~and~~to ~~for~~acquire ~~what~~future ~~purpose~~clients.

~~The Japanese~~Beacon Ministry of Economy, Trade, and Industry and Ministry of Land, Infrastructure, Transport, and Tourism, with whom our officer has met, have already inquired as to the feasibility of this system, and OFF Line plans to complete development within the year. Once the system is complete, we are considering contacting not only authorities within Japan but US states as well to ascertain their interest in its adoption. Business

AsOver of the ~~date~~past oftwo ~~this~~years ~~report,~~we ~~development~~have onsold ~~the~~“beacon ~~drone~~devices” ~~management~~that ~~system~~broadcast ~~remains~~over ~~ongoing~~a ~~and~~diameter isof ~~currently~~900 ~~focused~~m onwhile ~~the~~using ~~development~~Bluetooth ofLow Energy (BLE) 54.0. WeBecause ~~cannot~~this ~~state~~signal ~~with~~can ~~any~~be ~~level~~received using ofa ~~certainty when~~smartphone, ~~development~~it ofcan ~~BLE~~be 5used to look after children and the elderly.0 ~~will~~It ~~conclude~~can also be used for the protection of objects, and therefore to retrieve lost or dropped property.

~~OFF Line~~Subsequently, ~~Japan~~the ~~released~~Company acompleted ~~primitive~~development ~~version~~ of its ~~BLE5~~BLE 5.0 ~~smartphone~~device, ~~bases~~known ~~communication~~as ~~app~~“Blette,” which is currently available for purchase on ~~google~~Amazon. ~~store~~However, inbeyond ~~March~~simply ~~2023~~listing the product, the Company has made no substantive effort to market it or generate awareness of its availability, except for a Youtube/Facebook/Instagram video which demonstrates how the product works. ~~Development~~There ~~remains~~are no advertising campaigns, promotional efforts, or outreach initiatives currently ~~ongoing~~in place. As a result, sales are entirely passive and depend solely on potential customers discovering the product organically.

~~Item~~Although Blette is a fully developed and functional 1Aproduct, the Company’s commercial activity related to it remains minimal and lacks any form of active market engagement. ~~Risk~~The ~~Factors~~Company may consider launching a meaningful marketing effort in the future if funding becomes available, but at present, there are no plans to pursue additional funding to support such efforts.

AsManufacturing of Beacons is conducted by an aunrelated ~~smaller~~third ~~reporting~~party. ~~company~~We purchase inventory from OFF Line Co., asLtd, ~~defined~~on a need be basis without any formal agreement, who in ~~Rule~~turn ~~12b-2~~purchases their ofinventory ~~the~~from ~~Exchange~~Betz ~~Act~~Technik Industries, weLtd ~~are~~on ~~not~~a ~~required~~need tobe ~~provide~~basis, ~~the~~and ~~information~~with ~~called~~no ~~for~~formal agreement. We plan to continue to purchase beacons from OFF Line Co., Ltd. and sell them to nursing institutes. It should be noted that OFF Line Co., Ltd. is also owned and controlled by our ~~this~~sole ~~Item~~officer and director, Koichi Ishizuka.

~~Item 1B.~~Drone ~~Unresolved~~Management ~~Staff~~System ~~Comments.~~Development and Entrusted System Development

~~None~~The current newest Bluetooth standard is BLE 5.0. OFF Line is currently in the process of developing a new drone identification system using this Bluetooth 5.0 standard. By placing BLE 5.0 on a GPS chip, signals can be broadcast to a clear-air distance of around 3.5 km. This technology is currently under development; however, we have been able to transmit a drone’s location information up to a radius of 3.5 km using a BLE 5.0 chip mounted on that drone, detect this signal using a smartphone, and indicate the drone’s location on Google Maps.

~~Item~~As of today, throughout the world drones lack 2any kind of “registration plate” system. ~~Properties~~Accordingly, it is impossible to distinguish between drones performing legitimate tasks, such as surveying, and drones being used to take privacy-invading photos and video. OFF Line, in anticipation of the establishment of laws applying to drones in the future, will equip drones with BLE 5.0 beacons and register the purpose of drone flights on servers. We intend to develop a system by which ordinary people can recognize drones in flight with their smartphones to find out what company is flying those drones and for what purpose.

WeThe Japanese Ministry of Economy, Trade, and Industry ~~neither~~and ~~rent~~Ministry ~~nor~~of ~~own~~Land, ~~any~~Infrastructure, ~~properties.~~Transport, Weand ~~utilize~~Tourism, with whom our officer has met, have already inquired as to the ~~office~~feasibility of ~~space~~this system, and ~~equipment~~OFF ofLine ~~our~~plans ~~management~~to atcomplete nodevelopment ~~cost~~within the year. ~~Management~~Once ~~estimates~~the ~~such~~system is complete, we are considering contacting ~~amounts~~not only authorities within Japan but US states as well to beascertain ~~immaterial~~their interest in its adoption.

~~Item~~As of the date of this report, development on the 3.drone ~~Legal~~management ~~Proceedings~~system remains ongoing.

~~From time~~The tobelow ~~time,~~depicts ~~we may become party to litigation or other legal proceedings that we consider to be a part of~~ the ~~ordinary~~BLE ~~course of our business~~5.0, Weknown ~~are~~as ~~not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business~~“Blette”, Android ~~prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.~~application:

Item 4 1A. ~~Mine~~Risk ~~Safety Disclosures~~Factors.

~~Not~~As a smaller reporting company, as defined in Rule ~~applicable~~12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

~~- 4~~Item -1B. Unresolved Staff Comments.

~~Table of Contents~~None.

~~PART II~~Item 1C. Cybersecurity.

~~Item 5.~~Cybersecurity ~~Market~~Risk ~~for~~Management ~~Registrant’s Common Equity, Related Stockholder Matters~~ and ~~Issuer Purchases of Equity Securities.~~Strategy

~~Market~~We maintain basic processes to identify and manage ~~Information~~cybersecurity risks. These include regular system updates, employee training, and monitoring for unauthorized access. When needed, we work with external IT consultants to assess our systems.

We Our cybersecurity efforts are part of our broader risk management approach. To date, we have not ~~quoted~~experienced orany ~~listed~~cybersecurity events that have had a material impact on ~~any~~our ~~recognized~~business ~~exchange~~or operations.

~~Holders~~Governance

~~As of~~Our ~~the~~management ~~date~~oversees ofcybersecurity ~~this report, there were 65 shareholders of record holding shares of our common stock, and 20,000,000 shares of common stock issued and outstanding~~risks. ~~There are no shares of preferred stock issued and outstanding.~~

~~Dividends~~The board of directors is informed about cybersecurity ~~and~~risks ~~Share~~on ~~Repurchases~~a periodic basis, especially when significant threats or issues are identified.

~~We have~~Item ~~not paid any dividends to our shareholder~~2. ~~There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future~~Properties.

~~Issuer~~We neither rent nor own any properties. We utilize ~~Purchases~~the office space and equipment of ~~Equity~~our ~~Securities~~management at no cost. Management estimates such amounts to be immaterial.

~~None~~Item 3. Legal Proceedings.

~~Equity~~From time to time, we may become party to litigation ~~Compensation~~or ~~Plan~~other ~~Information~~legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

~~Not applicable~~Item 4. Mine Safety Disclosures.

~~Recent Sales~~Not ~~of Unregistered Securities; Uses of Proceeds from Registered Securities~~applicable.

~~None.~~- 4 -

~~- 5~~Table -of Contents

~~Table~~PART ~~of Contents~~II

~~Not applicable~~Market ~~because the Company is a smaller reporting company.~~Information

~~Item 7.~~We ~~Management’s~~are ~~Discussion~~not ~~and~~quoted ~~Analysis~~or oflisted ~~Financial~~on ~~Condition~~any ~~and~~recognized ~~Results of Operations~~exchange.

~~Forward-Looking Statements~~Holders

~~Certain~~As ~~statements,~~of ~~other~~the ~~than~~date ~~purely~~of ~~historical~~this ~~information~~report, ~~including~~ ~~estimates,~~there ~~projections,~~were ~~statements~~69 ~~relating~~shareholders of torecord holding shares of our ~~business~~common ~~plans~~stock, ~~objectives~~and 20,000,000 ~~and~~shares ~~expected~~of ~~operating~~common ~~results,~~stock issued and ~~the~~outstanding. ~~assumptions upon~~There ~~which~~are ~~those~~no ~~statements~~shares ~~are~~of ~~based,~~preferred stock ~~are~~issued ~~“forward-looking~~and ~~statements~~outstanding.”

~~These~~Dividends forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and ~~similar~~Share ~~expressions.~~Repurchases

~~Forward-looking~~We ~~statements~~have ~~are~~not ~~based~~paid onany ~~current~~dividends ~~expectations and~~to ~~assumptions~~our ~~that~~shareholder. There are ~~subject~~no torestrictions ~~risks and uncertainties~~ which ~~may~~would ~~cause~~limit ~~actual~~our ~~results to differ materially from the forward-looking statements. Our~~ ability to ~~predict~~pay ~~results~~dividends oron ~~the~~common ~~actual~~equity ~~effect of future plans~~ or ~~strategies~~that ~~is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but~~ are ~~not~~likely ~~limited~~ to: ~~changes in~~do ~~economic~~so ~~conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered~~ in ~~evaluating~~the ~~forward-looking statements and undue reliance should not be placed on such statements~~future.

~~Liquidity~~Issuer ~~and~~Purchases ~~Capital~~of ~~Resources~~ Equity Securities

~~As of December 31, 2023 and 2022, we had cash and cash equivalents in the amount of $3,549 and $2,384, respectively~~None. Currently, our cash balance is not sufficient to fund our operations and our revenues cannot cover our costs and expenses for any substantive period of time. We have been utilizing and may utilize funds from OFF Line Co., Ltd., owned and managed by Koichi Ishizuka, our CEO. OFF Line Co., Ltd., and Koichi Ishizuka, however, have no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period, we may need additional financing but currently do not have any arrangements for such financing.

IfEquity weCompensation ~~need~~Plan ~~additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.~~Information

~~For~~Not ~~the year ended December 31, 2023 and 2022, the Company borrowed $209,031 and $150,808 from OFF Line Co~~applicable., Ltd., a Company controlled by Koichi Ishizuka, CEO. The total due to related party as of December 31, 2023 and 2022 was $735,769 and $564,798 and are unsecured, due on demand and non-interest bearing.

~~Revenues~~Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities

~~For the year ended December 31, 2023 and 2022, we generated revenues in the amount of $0 and $0, respectively~~None. ~~We expect to resume sales efforts when we have completed a revised and improved version of Beacon 5.0 devices.~~

~~Net~~- ~~Loss~~5 -

WeTable ~~recorded a net loss~~ of ~~$254,745 and $253,188 for the years ended December 31, 2023 and 2022, respectively.~~Contents

~~Cash~~Item ~~flow~~6. Selected Financial Data.

~~For~~Not ~~the~~applicable ~~year~~because ~~ended December 31, 2023 and 2022, cash used in operating activities was $207,702 and $188,656 respectively. Negative cash flow resulted due to~~ the ~~fact~~Company ~~that~~is ~~expense~~a ~~costs~~smaller ~~were~~reporting ~~more than revenue~~company.

~~For~~Item ~~the~~7. ~~year~~Management’s ~~ended~~Discussion ~~December 31, 2023~~ and ~~2022,~~Analysis ~~cash~~of ~~provided~~Financial byCondition ~~investing activities was $0~~ and $0Results ~~respectively~~of Operations.

~~For~~Forward-Looking the year ended December 31, 2023 and 2022, cash provided by financing activities was $209,031 and $150,808, respectively. Financing activities were predominantly comprised of funds due to a related party.Statements

~~Working~~Certain ~~capital~~statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”

AsThese offorward-looking ~~December~~statements 31generally are identified by the words “believes,” ~~2023~~“project,” ~~and~~“expects,” ~~2022~~“anticipates,” we“estimates,” “intends,” ~~had~~“strategy,” a“plan,” ~~working~~“may,” “will,” “would,” “will ~~deficit~~be,” of“will ~~$740~~continue,~~098~~” ~~and~~“will ~~$574~~likely result,~~603~~” ~~respectively~~and similar expressions.

~~Going~~Forward-looking ~~Concern~~statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

~~The~~Liquidity ~~accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets~~ and ~~satisfaction of~~Capital liabilities in the normal course of business. The Company is in the early stage of operations and has reoccurring net losses and negative cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.Resources

~~Item~~As of December 31, 2024 and 2023, we had cash and 7Acash equivalents in the amount of $827 and $3,549, respectively. ~~Quantitative~~Currently, our cash balance is not sufficient to fund our operations and ~~Qualitative~~our ~~Disclosures~~revenues ~~about~~cannot ~~Market~~cover ~~Risk~~our costs and expenses for any substantive period of time. We have been utilizing and may utilize funds from OFF Line Co., Ltd., owned and managed by Koichi Ishizuka, our CEO. OFF Line Co., Ltd., and Koichi Ishizuka, however, have no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period, we may need additional financing but currently do not have any arrangements for such financing.

~~As a~~If ~~“smaller~~we ~~reporting~~need ~~company”~~additional cash and cannot raise it, we will ~~are~~either ~~not~~have ~~required~~ to ~~provide~~suspend operations until we do raise the ~~information~~cash ~~required~~we byneed, ~~this~~or ~~Item~~cease operations entirely.

-For the year 6ended December 31, 2024 and 2023, the Company borrowed $135,977 and $209,031 from OFF Line Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. The total due to related party as of December 31, 2024 and 2023 was $790,137 and $735,769 and are unsecured, due on demand and non-interest bearing.

~~Table of Contents~~Revenues

~~Item~~For the year ended December 31, 2024 and 2023, we 8.generated ~~Financial~~revenues ~~Statements~~in the amount of $196 and ~~Supplementary~~$0, ~~Data~~respectively. If we commence marketing activities, we believe that will have a positive impact on our revenue, however, at this point in time, our financial condition does not allow us to allocate funds to this purpose.

		Pages
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID - 2738)		F2
Consolidated Balance Sheets		F3
Consolidated Statements of Operations and Comprehensive Loss		F4
Consolidated Statements of Changes in Stockholders’ Deficit		F5
Consolidated Statements of Cash Flows		F6
Notes to Consolidated Financial Statements		F7-F8

Net Loss

-We recorded a net loss of $205,786 and $254,745 for F1the -years ended December 31, 2024 and 2023, respectively.

~~REPORT OF~~Cash ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~flow

ToFor the ~~Board~~year ofended ~~Directors~~December 31, 2024 and 2023, cash ~~Shareholders~~used ofin ~~Zentrum~~operating ~~Holdings~~activities was $138,432 ~~Inc~~and $207,702, respectively. Negative cash flow resulted due to the fact that expense costs were more than revenue.

~~Opinion~~For on the ~~Financial~~year ~~Statements~~ended December 31, 2024 and 2023, cash provided by investing activities was $0 and $0, respectively.

~~We have~~For ~~audited~~ the ~~accompanying~~year ~~consolidated~~ended ~~balance sheets of Zentrum Holdings, Inc. (the Company) as of~~ December 31, ~~2023~~2024 and ~~2022~~2023, ~~and~~ ~~the related consolidated statements of operations and comprehensive loss, changes in Stockholders' deficit, and~~ cash ~~flows for~~ ~~each~~provided ofby ~~the~~financing ~~years~~activities ~~then~~was ~~ended~~$135,977 and ~~the related notes to the consolidated financial statements. In our opinion~~$209, ~~the consolidated financial statements present fairly~~031, inrespectively. ~~all~~Financing ~~material~~activities ~~respects,~~were ~~the~~predominantly ~~financial~~comprised ~~position~~ of ~~the~~funds ~~Company as of December 31, 2023 and~~due ~~2022,~~to ~~and~~a ~~the~~related ~~results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America~~party.

~~Going~~Working ~~Concern~~capital

~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.~~ As ~~discussed~~of inDecember ~~Note~~31, 32024 toand ~~the financial statements~~2023, ~~the Company~~we had ~~insufficient revenues to provide sufficient cash flows to enable the Company to finance its operations internally, which raises substantial doubt about its ability to continue as~~ a ~~going concern. Management’s plans regarding those matters are also described~~working indeficit ~~Note~~of 3.$802,440 ~~The~~and ~~consolidated~~$740,098, ~~financial statements do not include any adjustments that might result from the outcome of this uncertainty~~respectively.

~~Basis~~Going ~~for Opinion~~Concern

~~These~~The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the ~~responsibility~~Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the ~~Company’s~~normal ~~management~~course of business. ~~Our~~The ~~responsibility~~Company is toin ~~express~~the anearly ~~opinion~~stage onof operations and has reoccurring net losses and negative cash flows. These factors raise substantial doubt about the Company’s ~~financial~~ability ~~statements~~to ~~based~~continue onas ~~our audits~~a going concern. WeThe ~~are~~Company will offer noncash consideration and seek equity lines as a ~~public~~means ~~accounting~~of ~~firm~~financing ~~registered~~its ~~with~~operations. If the ~~Public~~ Company ~~Accounting~~is ~~Oversight~~unable ~~Board~~to ~~(United~~obtain ~~States)~~revenue- ~~(PCAOB)~~producing contracts ~~and~~or ~~are required~~financing toor beif ~~independent~~the ~~with~~revenue ~~respect~~or financing it does obtain is insufficient to ~~the~~cover ~~Company~~any inoperating ~~accordance~~losses ~~with~~it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the Uinterests of existing stockholders.S. ~~federal~~However, ~~securities~~management ~~laws~~cannot ~~and~~provide ~~the~~any ~~applicable~~assurances ~~rules~~that ~~and~~the Company ~~regulations~~will be successful in accomplishing any of ~~the~~its ~~Securities~~plans. ~~and~~The ~~Exchange~~accompanying ~~Commission~~financial ~~and~~statements do not include any adjustments that might result from the ~~PCAOB~~outcome of this uncertainty.

WeItem ~~conducted our audits in accordance with the standards of the PCAOB~~7A. ~~Those~~Quantitative ~~standards require that we plan~~ and ~~perform~~Qualitative ~~the~~Disclosures ~~audits to obtain reasonable assurance~~ about ~~whether~~Market ~~the financial statements are free of material misstatement, whether due to error or fraud~~Risk. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Our~~As ~~audits~~a ~~included~~“smaller ~~performing~~reporting ~~procedures~~company”, towe ~~assess~~are ~~the~~not ~~risks~~required ~~of material misstatement of the financial statements, whether due~~ to ~~error~~provide ~~or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding~~ the ~~amounts~~information ~~and~~required ~~disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made~~ by ~~management,~~this ~~as well as evaluating the overall presentation of the financial statements~~Item. ~~We believe that our audits provide a reasonable basis for our opinion.~~

~~Critical~~- ~~Audit~~6 ~~Matters~~-

~~The~~Table ~~critical audit matter communicated below is a matter arising from the current period audit~~ of the financial statements that was 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 challenging, subjective, 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 matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.Contents

~~Going~~Item ~~Concern~~8. Financial Statements and Supplementary Data.

As discussed in Note 3 to the financial statements, the Company had a going concern due to the cumulative net loss year-over-year which resulted in stockholders’ deficiency.

		Pages

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID - 2738)		F2

Consolidated Balance Sheets		F3

Consolidated Statements of Operations and Comprehensive Loss		F4

Consolidated Statements of Changes in Stockholders’ Deficit		F5

Consolidated Statements of Cash Flows		F6

Notes to Consolidated Financial Statements		F7-F8

~~Auditing management’s~~- ~~evaluation~~F1 ~~of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.~~-

ToREPORT ~~evaluate the~~OF ~~appropriateness~~INDEPENDENT ~~of the going concern, we examined and evaluate the financial information that was the initial cause along with management’s~~REGISTERED ~~plans~~PUBLIC toACCOUNTING ~~mitigate the going concern and management’s disclosure on going concern.~~FIRM

~~/s/~~To ~~M&K~~the ~~CPAS~~Board of Directors and Shareholders of Zentrum Holdings, ~~PLLC~~Inc.

WeOpinion ~~have~~on ~~served as~~ the ~~Company’s~~Financial ~~auditor since 2019.~~Statements

~~The~~We ~~Woodlands~~have audited the accompanying consolidated balance sheets of Zentrum Holdings, TXInc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in Stockholders' deficit, and cash flows for each of the years then ended and the related notes to the consolidated financial statements. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

~~March~~Going ~~22, 2024~~Concern

-The accompanying consolidated financial statements F2have -been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had insufficient revenues to provide sufficient cash flows to enable the Company to finance its operations internally, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~ZENTRUM HOLDINGS,~~Basis ~~INC.~~for Opinion

~~CONSOLIDATED~~These financial statements are the responsibility ~~BALANCE~~of ~~SHEETS~~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.

		December 31, 2023		December 31, 2022
ASSETS
Current Assets
Cash and cash equivalents	$	3,549	$	2,384
TOTAL CURRENT ASSETS		3,549		2,384
TOTAL ASSETS		3,549		2,384
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accrued expenses	$	7,878		12,189
Due to related party		735,769		564,798
TOTAL CURRENT LIABILITIES		743,647		576,987
TOTAL LIABILITIES		743,647		576,987
STOCKHOLDERS’ DEFICIT
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of December 31, 2023 and December 31, 2022)		-		-
Common stock ($0.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022)		2,000		2,000
Additional paid in capital		128,026		77,427
Accumulated deficit		(991,754)		(737,009)
Accumulated other comprehensive (loss)		121,630		82,979
TOTAL STOCKHOLDERS’ DEFICIT		(740,098)		(574,603)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	3,549	$	2,384
The accompanying notes are an integral part of these audited consolidated financial statements.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

-Our F3audits -included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~ZENTRUM HOLDINGS,~~Critical ~~INC.~~Audit Matters

~~CONSOLIDATED~~The critical audit matter communicated below is ~~STATEMENTS~~a OFmatter ~~OPERATIONS~~arising ~~AND~~from ~~COMPREHENSIVE~~the ~~LOSS~~current period audit of the financial statements that was 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 challenging, subjective, 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 matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

		Year Ended		Year Ended
		December 31, 2023		December 31, 2022
Revenues	$	-		-
Cost of revenues		-		-
Gross profit		-		-
OPERATING EXPENSES
General and Administrative Expenses	$	203,648	$	213,360
TOTAL OPERATING EXPENSES	$	203,648	$	213,360
OTHER INCOME	$	-	$	-
INTEREST EXPENSE		(50,599)		(39,296)
TOTAL OTHER INCOME (EXPENSES)		(50,599)		(39,296)
NET LOSS BEFORE TAXES	$	(254,247)	$	(252,656)
INCOME TAX EXPENSES	$	498	$	532
NET LOSS	$	(254,745)	$	(253,188)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment	$	38,651	$	57,425
TOTAL COMPREHENSIVE LOSS	$	(216,094)	$	(195,763)
BASIC AND DILUTED NET LOSS PER COMMON STOCK	$	(0.01)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED		20,000,000		20,000,000
The accompanying notes are an integral part of these audited consolidated financial statements.

Going Concern

-As F4discussed in Note 3 to the financial statements, the Company had a going concern due to the cumulative net loss year-over-year which resulted in stockholders’ deficiency.

~~ZENTRUM~~Auditing ~~HOLDINGS,~~management’s ~~INC~~evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

~~CONSOLIDATED~~To evaluate ~~STATEMENTS~~the OFappropriateness ~~CHANGES~~of INthe ~~STOCKHOLDERS~~going concern, we examined and evaluate the financial information that was the initial cause along with management’s plans ~~DEFICIT~~to mitigate the going concern and management’s disclosure on going concern.

			ADDITIONAL	OTHER
	COMMON STOCK		PAID IN	COMPREHENSIVE	ACCUMULATED
	NUMBER	AMOUNT	CAPITAL	INCOME (LOSS)	DEFICIT	TOTALS
Balance December 31, 2021	20,000,000	2,000	38,131	25,554	(483,821)	(418,136)
Net loss	-	-	-	-	(253,188)	(253,188)
Imputed interest	-	-	39,296	-	-	39,296
Foreign currency translation	-	-	-	57,425	-	57,425
Balance December 31, 2022	20,000,000	2,000	77,427	82,979	(737,009)	(574,603)
Net loss	-	-	-	-	(254,745)	(254,745)
Imputed interest	-	-	50,599	-	-	50,599
Foreign currency translation	-	-	-	38,651	-	38,651
Balance December 31, 2023	20,000,000	2,000	128,026	121,630	(991,754)	(740,098)
The accompanying notes are an integral part of these audited consolidated financial statements.

/s/ M&K CPAS, PLLC

-We F5have -served as the Company’s auditor since 2019.

~~ZENTRUM HOLDINGS~~The Woodlands, ~~INC.~~TX

~~CONSOLIDATED STATEMENTS~~March OF22, ~~CASH FLOWS~~2024

		Year Ended		Year Ended
		December 31, 2023		December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(254,745)	$	(253,188)
Adjustments to reconcile net loss to net cash:
Imputed interest		50,599		39,296
Changes in operating assets and liabilities:
Advance payments		-		22,067
Accounts payables		(457)		824
Accrued expenses		(3,099)		2,345
Net cash used in operating activities		(207,702)		(188,656)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from due to related party		209,031		150,808
Net cash provided by financing activities		209,031		150,808
Net effect of exchange rate changes on cash		(164)		(5,828)
Net Change in Cash and Cash equivalents		1,165		(43,676)
Cash and cash equivalents - beginning of period		2,384		46,060
Cash and cash equivalents - end of period	$	3,549	$	2,384
NON-CASH TRANSACTIONS
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-	$	-
Income taxes paid		498		532
The accompanying notes are an integral part of these audited consolidated financial statements.

- F2 -

-ZENTRUM F6HOLDINGS, -INC.

~~Table~~CONSOLIDATED ofBALANCE ~~Contents~~ SHEETS

ZENTRUM HOLDINGS, INC.

		December 31, 2024		December 31, 2023

ASSETS
Current Assets
Cash and cash equivalents	$	827	$	3,549
Accounts receivable, trade		150		-
Inventories		1,889		-

TOTAL CURRENT ASSETS		2,866		3,549

TOTAL ASSETS		2,866		3,549

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accrued expenses	$	15,040	$	7,878
Other current liabilities		129		-
Due to related party		790,137		735,769

TOTAL CURRENT LIABILITIES		805,306		743,647

TOTAL LIABILITIES		805,306		743,647

STOCKHOLDERS’ DEFICIT
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of December 31, 2024 and December 31, 2023)		-		-
Common stock ($0.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of December 31, 2024 and December 31, 2023)		2,000		2,000
Additional paid in capital		189,053		128,026
Accumulated deficit		(1,197,540)		(991,754)
Accumulated other comprehensive (loss)		204,047		121,630

TOTAL STOCKHOLDERS’ DEFICIT		(802,440)		(740,098)

TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	2,866	$	3,549

The accompanying notes are an integral part of these audited consolidated financial statements.

~~NOTES TO~~- ~~CONSOLIDATED~~F3 ~~FINANCIAL STATEMENTS~~-

~~December~~ZENTRUM 31HOLDINGS, ~~2023 and 2022~~INC.

~~NOTE 1~~CONSOLIDATED -STATEMENTS ~~ORGANIZATION,~~OF ~~DESCRIPTION~~OPERATIONS OFAND COMPREHENSIVE ~~BUSINESS~~LOSS

OFF Line International, Inc., a Delaware corporation (“the Company”) was incorporated under the laws of the State of Delaware on November 22, 2019 with the name OFF Line International, Inc.

		Year Ended		Year Ended
		December 31, 2024		December 31, 2023

Revenues	$	196		-

Cost of revenues		80		-

Gross profit		116		-

OPERATING EXPENSES
General and Administrative Expenses	$	144,414	$	203,648

TOTAL OPERATING EXPENSES	$	144,414	$	203,648

OTHER INCOME	$	-	$	-

INTEREST EXPENSE		(61,027)		(50,599)

TOTAL OTHER INCOME (EXPENSES)		(61,027)		(50,599)
NET LOSS BEFORE TAXES	$	(205,325)	$	(254,247)

INCOME TAX EXPENSES	$	461	$	498
NET LOSS	$	(205,786)	$	(254,745)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment	$	82,417	$	38,651

TOTAL COMPREHENSIVE LOSS	$	(123,369)	$	(216,094)

BASIC AND DILUTED NET LOSS PER COMMON STOCK	$	(0.01)	$	(0.01)

WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED		20,000,000		20,000,000

The accompanying notes are an integral part of these audited consolidated financial statements.

On- ~~November 22,~~F4 ~~2019, Mr. Koichi Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.~~-

OnZENTRUM ~~December 30~~HOLDINGS, ~~2019, the Company entered into and consummated a Share Contribution Agreement (the “Share Contribution Agreement”) with Koichi Ishizuka~~INC. Pursuant to this agreement Mr. Ishizuka gifted to the Company, at no cost, 100 shares of common stock of OFF Line Japan Co., Ltd., a Japan corporation (“OFF Line Japan”), which represented all of its issued and outstanding shares.

OnCONSOLIDATED ~~January~~STATEMENTS ~~15th,~~OF ~~2021~~CHANGES ~~Koichi~~IN ~~Ishizuka,~~STOCKHOLDERS’ ~~our Sole Officer and Director entered into Stock Purchase Agreements with 64 Japanese shareholders. After these transactions, his ownership decreased to approximately 90.3%.~~DEFICIT

OFF Line Japan was incorporated under the laws of Japan on June 13, 2018. Currently, OFF Line Japan is headquartered in Tokyo, Japan. The Company’s primary business is focused on telecommunication service.

					ADDITIONAL		OTHER
	COMMON STOCK				PAID IN		COMPREHENSIVE		ACCUMULATED
	NUMBER		AMOUNT		CAPITAL		INCOME (LOSS)		DEFICIT		TOTALS

Balance December 31, 2022	20,000,000	$	2,000	$	77,427	$	82,979	$	(737,009)	$	(574,603)
Net loss	-		-		-				(254,745)		(254,745)
Imputed interest	-		-		50,599		-		-		50,599
Foreign currency translation	-		-		-		38,651		-		38,651

Balance December 31, 2023	20,000,000	$	2,000	$	128,026	$	121,630	$	(991,754)	$	(740,098)
Net loss	-		-		-		-		(205,786)		(205,786)
Imputed interest	-		-		61,027		-		-		61,027
Foreign currency translation	-		-		-		82,417		-		82,417

Balance December 31, 2024	20,000,000	$	2,000	$	189,053	$	204,047	$	(1,197,540)	$	(802,440)

The accompanying notes are an integral part of these audited consolidated financial statements.

On- ~~June~~F5 ~~16, 2021, the Company’s Board of Directors approved to change the name of the Company from “OFF Line International, Inc.” to “Zentrum Holdings, Inc.”~~-

~~Our~~ZENTRUM ~~principal executive offices are located at 4-30-4F~~HOLDINGS, ~~Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan~~INC.

~~The~~CONSOLIDATED ~~Company has~~STATEMENTS ~~elected~~OF ~~December~~CASH ~~31st as its fiscal year end.~~FLOWS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

		Year Ended		Year Ended
		December 31, 2024		December 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(205,786)	$	(254,745)
Adjustments to reconcile net loss to net cash:
Imputed interest		61,027		50,599
Changes in operating assets and liabilities:
Accounts receivable		(157)		-
Inventory		(1,969)		-
Accounts payables		8,702		(457)
Accrued expenses		(384)		(3,099)
Other current Liabilities		135		-
Net cash used in operating activities		(138,432)		(207,702)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities		-		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from due to related party		135,977		209,031
Net cash provided by financing activities		135,977		209,031

Net effect of exchange rate changes on cash		(267)		(164)

Net Change in Cash and Cash equivalents		(2,722)		1,165
Cash and cash equivalents - beginning of period		3,549		2,384
Cash and cash equivalents - end of period	$	827	$	3,549

NON-CASH TRANSACTIONS

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-	$	-
Income taxes paid		461		498

The accompanying notes are an integral part of these audited consolidated financial statements.

~~PRINCIPLES OF~~- ~~CONSOLIDATION~~ F6 -

~~The~~Table ~~consolidated financial statements include the accounts~~ of ~~the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated.~~Contents

~~USE~~ZENTRUM OFHOLDINGS, ~~ESTIMATES~~INC.

~~The~~NOTES ~~presentation~~TO ofCONSOLIDATED ~~financial~~FINANCIAL statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax, inventory obsolescence and sales allowance. Operating results in the future could vary from the amounts derived from management's estimates and assumptions.STATEMENTS

~~RELATED~~DECEMBER ~~PARTY~~31, ~~TRANSACTION~~2024 and 2023

~~The~~NOTE ~~Company accounts for related party transactions~~1 in- ~~accordance with ASC 850 ("Related Party Disclosures"). A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families~~ORGANIZATION, ~~(ii)~~DESCRIPTION ~~the~~OF Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.BUSINESS

~~Transactions involving~~OFF ~~related~~Line ~~parties~~International, ~~cannot~~Inc., bea ~~presumed~~Delaware tocorporation (“the beCompany”) ~~carried~~was ~~out~~incorporated onunder anthe ~~arm's-length~~laws ~~basis,~~of as the ~~requisite~~State ~~conditions~~ of ~~competitive,~~Delaware ~~free market~~on ~~dealings~~November ~~may~~22, ~~not~~2019 ~~exist. Representations about transactions~~ with ~~related parties, if made, shall not imply that~~ the ~~related~~name ~~party transactions~~OFF ~~were~~Line ~~consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be~~International, ~~substantiated~~Inc.

~~CASH~~On November 22, 2019, Mr. Koichi Ishizuka was appointed ~~EQUIVALENTS~~as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

~~The~~On December 30, 2019, the Company ~~considers~~entered ~~all~~into ~~highly~~and consummated ~~liquid~~a ~~investments~~Share Contribution Agreement (the “Share Contribution Agreement”) with ~~maturities~~Koichi ofIshizuka. ~~three~~Pursuant ~~months~~to orthis ~~less~~agreement Mr. atIshizuka gifted to the ~~time~~Company, at no cost, 100 shares of ~~purchase~~common tostock beof ~~cash~~OFF ~~equivalents. There~~Line ~~were~~Japan noCo., ~~cash~~Ltd., ~~equivalents~~a asJapan ofcorporation ~~December~~(“OFF Line 31Japan”), ~~2023~~which represented all of its issued and ~~2022~~outstanding shares.

~~INVENTORY~~OFF Line Japan was incorporated under the laws of Japan on June 13, 2018. Currently, OFF Line Japan is headquartered in Tokyo, Japan. The Company’s primary business is focused on telecommunication service.

~~Inventory~~On ~~are~~June ~~primarily~~16, ~~accounted for using the moving average method~~2021, ~~and are valued at~~ the ~~lower~~Company’s Board of ~~cost or net realizable value. This~~Directors ~~valuation~~approved ~~requires the Company~~ to ~~make~~change ~~judgments, based on currently-available information, about~~ the ~~likely~~name ~~method~~ of ~~disposition,~~the ~~such as~~Company ~~through~~from ~~sales~~“OFF toLine ~~individual customers~~International, ~~returns~~Inc.” to ~~product~~“Zentrum ~~vendors~~Holdings, ~~or liquidations, and expected recoverable values of each disposition category~~Inc.”

~~ADVANCE~~Our principal executive offices are located at 4-30-4F, ~~PAYMENTS~~Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan.

The Company ~~capitalizes~~has ~~certain~~elected ~~costs~~December ~~related~~31st toas ~~obtaining~~its ~~or developing computer software for internal use. Payments incurred during~~fiscal ~~the~~year ~~application development stage internally or externally are capitalized as advance payment~~end.

~~FOREIGN CURRENCY~~NOTE ~~TRANSLATION~~2 - SIGNIFICANT ACCOUNTING POLICIES

~~The~~PRINCIPLES ~~Company maintains~~OF its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.CONSOLIDATION

The ~~reporting currency of the Company is the United States Dollars (“USD$”) and the accompanying~~ consolidated financial statements ~~have~~include the ~~been~~accounts ~~expressed in USD$. In accordance with ASC Topic 830-30, “Translation~~ of ~~Financial Statement”, assets and liabilities of~~ the Company ~~whose~~and ~~functional~~its ~~currency~~wholly isowned ~~not USD$ are translated into USD$, using the exchange rate on the balance sheet date~~subsidiary. ~~Revenues and~~All ~~expenses~~significant ~~are~~intercompany ~~translated~~accounts ~~at average rates prevailing during the period. The gains~~ and ~~losses~~transactions ~~resulting~~have ~~from~~been ~~translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity~~eliminated.

~~Translation of~~USE ~~amounts~~OF ~~from the local currency of the Company into USD$1 has been made at the following exchange rates:~~ESTIMATES

	December 31, 2023	December 31, 2022
Current JPY: USD$1 exchange rate	141.83	132.70
Average JPY: USD$1 exchange rate	140.67	131.62

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax, inventory obsolescence and sales allowance. Operating results in the future could vary from the amounts derived from management's estimates and assumptions.

-RELATED F7PARTY -TRANSACTION

~~Table~~The Company accounts for related party transactions in accordance with ASC 850 ("Related Party Disclosures"). A related party is generally defined as (i) any person that holds 10% or more of ~~Contents~~ the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

~~COMPREHENSIVE~~Transactions involving related parties cannot be ~~INCOME~~presumed ORto ~~LOSS~~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.

~~ASC~~CASH Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.EQUIVALENTS

~~REVENUE~~The Company considers all highly liquid investments ~~RECOGNITION~~with ~~AND~~maturities ~~DEFERRED~~of ~~REVENUE~~three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of December 31, 2024 and 2023.

The Company recognize its revenue in accordance to ASC 606 - Revenue from contracts with Customers. To determine revenue recognition for agreements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.INVENTORY

~~Revenue~~Inventory isare ~~recognized~~primarily ~~when~~accounted ~~control~~for ofusing the ~~promised~~moving ~~goods~~average method, and are valued at the lower of cost or ~~service~~net isrealizable ~~transferred~~value. This valuation requires the Company to ~~our~~make ~~customers~~judgments, inbased on ancurrently-available ~~amount~~information, ~~that~~about ~~reflects~~ the ~~consideration~~likely wemethod ~~expect~~of todisposition, besuch ~~entitled~~as through sales to inindividual ~~exchange for~~customers, ~~those~~returns ~~goods.~~to product Wevendors, ~~recognized~~or ~~the~~liquidations, ~~revenue~~and atexpected ~~the~~recoverable ~~time~~values ~~goods~~of ~~are~~each ~~shipped~~disposition category.

~~For~~ADVANCE ~~the year ended December 31, 2023 and 2022, we generated revenues in the amount of $0 for goods and services sold, respectively.~~PAYMENTS

~~NET~~The Company capitalizes certain costs related to ~~LOSS~~obtaining ~~PER~~or ~~COMMON~~developing ~~SHARE~~computer software for internal use. Payments incurred during the application development stage internally or externally are capitalized as advance payment.

~~Net~~FOREIGN ~~income~~CURRENCY per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2023 and 2022.TRANSLATION

~~INCOME~~The Company maintains its books and record in its ~~TAX~~local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The ~~Company~~reporting ~~follows~~currency ~~Section 740-10-30~~ of the ~~FASB~~Company ~~Accounting~~is ~~Standards~~the ~~Codification,~~United States ~~which~~Dollars ~~requires~~(“USD$”) ~~recognition of deferred tax assets~~ and ~~liabilities for~~ the ~~expected~~accompanying ~~future~~consolidated ~~tax~~financial ~~consequences~~statements ~~of events that~~ have been ~~included~~expressed in ~~the~~USD$. ~~financial~~In ~~statements~~accordance with orASC ~~tax~~Topic ~~returns. Under~~830-30, ~~this~~“Translation ~~method,~~of ~~deferred~~Financial ~~tax~~Statement”, assets and liabilities ~~are based on the differences between the financial statement and tax bases~~ of ~~assets and liabilities using enacted tax rates in effect for~~ the ~~year~~Company inwhose ~~which~~functional ~~the differences are expected to reverse. Deferred tax assets are~~currency ~~reduced by a valuation allowance to the extent management concludes it~~ is ~~more likely than~~ not ~~that~~USD$ ~~the~~are ~~assets~~translated ~~will~~into ~~not~~USD$, ~~be realized. Deferred tax assets and liabilities are measured~~ using ~~enacted~~the ~~tax~~exchange ~~rates~~rate ~~expected~~on ~~to apply to taxable income in~~ the ~~years~~balance insheet ~~which those temporary differences are expected to be recovered or settled~~date. ~~The~~Revenues ~~effect on deferred tax assets~~ and ~~liabilities~~expenses ofare atranslated ~~change~~at ~~in tax~~ average rates isprevailing ~~recognized in~~during the ~~Statements of operations in the~~ period ~~that includes the enactment date~~. The ~~Company~~gains ~~adopted~~and ~~section~~losses ~~740-10-25~~resulting offrom ~~the~~translation ~~FASB Accounting Standards Codification ("Section 740-10-25"). Section 740-10-25 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~~are ~~Section~~recorded ~~740-10-25,~~as ~~the~~a ~~Company may recognize the tax~~separate ~~benefit~~component ~~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~~accumulated ~~position.~~other ~~The~~comprehensive ~~tax~~income ~~benefits~~within ~~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~~shareholders’ ~~realized upon ultimate settlement~~equity.

~~Fair Value~~Translation of ~~Financial~~amounts ~~Instruments~~from the local currency of the Company into USD$1 has been made at the following exchange rates:

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

	December 31, 2024	December 31, 2023
Current JPY: USD$1 exchange rate	158.18	141.83
Average JPY: USD$1 exchange rate	151.69	140.67

~~ASC~~- ~~820,~~F7 Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:-

-Table ~~Level~~of ~~1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.~~Contents

-COMPREHENSIVE ~~Level~~INCOME 2OR - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.LOSS

-ASC ~~Level~~Topic 3220, -“Comprehensive Income”, ~~Inputs~~establishes ~~that~~standards ~~are~~for ~~both~~reporting ~~significant~~and todisplay ~~the~~of ~~fair~~comprehensive ~~value~~income ~~measurement~~or loss, its components and ~~unobservable~~accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.

~~Fair~~REVENUE ~~value estimates~~RECOGNITION ~~discussed~~AND ~~herein~~DEFERRED are based upon certain market assumptions and pertinent information available to management as of December 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. As of December 31, 2023, the Company had no financial instruments.REVENUE

~~RECENT~~ The Company adopted ASC 606 - Revenue from ~~ACCOUNTING~~contracts ~~PRONOUNCEMENTS~~ with Customers: (1) identify the contract with a customer;(2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The company’s performance obligation is to deliver the product(s) per the contract and the obligation is met upon receipt of the product by the purchaser.

~~There~~The ~~have~~company ~~been~~sells nothe ~~new~~“Blette ~~accounting~~Stick”, an ~~pronouncements~~external ~~not~~antenna ~~yet~~that ~~effective~~can orbe ~~adopted~~attached into a mobile phone to extend the ~~current~~communication ~~year~~range ~~that~~of wethe ~~believe~~Android ~~have~~application a“Blette”. Prices ~~significant~~are ~~impact,~~predetermined plus applicable taxes and shipping costs. The products are sold at standalone selling price. The company’s main source of revenue comes from online sales. and online sales primarily coming from the company website and Amazon USA. Amounts invoiced or ~~potential~~collected ~~significant~~in ~~impact,~~advance toof ~~our~~product ~~condensed~~delivery ~~consolidated~~are ~~financial~~recorded ~~statements~~as deferred revenue. The company recognizes revenue when the purchaser receives the product.

~~NOTE~~For the year ended December 31, 2024 and 2023, we 3generated -revenues ~~GOING~~in ~~CONCERN~~the amount of $196 and $0 for goods and services sold, respectively.

~~The~~NET ~~accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern~~LOSS ~~that~~PER ~~contemplates~~COMMON realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has reoccurring net losses and negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.SHARE

~~NOTE~~Net income per common share is computed pursuant 4to -section ~~RELATED~~260-~~PARTY~~10-45 ~~TRANSACTIONS~~of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2024 and 2023.

~~For~~INCOME the year ended December 31, 2023 and 2022, the Company borrowed $209,031 and $150,808 from OFF Line Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. The total due to related party as of December 31, 2023 and 2022 was $735,769 and $564,798 and are unsecured, due on demand and non-interest bearing.TAX

~~For~~The Company follows Section 740-10-30 of the ~~period~~FASB ~~ended~~Accounting ~~December~~Standards 31Codification, ~~2023~~which requires recognition of deferred tax assets and ~~2022~~liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of 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. The Company ~~had~~adopted ~~imputed~~section ~~interest~~740-10-25 of ~~$50~~the FASB Accounting Standards Codification ("Section 740-10-25"). Section 740-10-25 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 Section 740-10-25,~~599~~ ~~and~~the ~~$39~~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,~~296~~ based on the technical merits of the position. The tax 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.

~~For~~Fair ~~the~~Value ~~year ended December 31, 2023 and 2022, the Company rented office space and storage space from the Company’s officer free~~ of ~~charge.~~Financial Instruments

~~NOTE~~The Company’s balance sheet includes certain 5financial -instruments. ~~SHAREHOLDER~~The ~~EQUITY~~carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

~~Preferred~~ASC 820, Fair Value Measurements and Disclosures, ~~Stock~~ defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

~~The~~- ~~authorized preferred~~Level ~~stock~~1 of- ~~the~~Unadjusted ~~Company~~quoted ~~consists~~prices ofin ~~20,000,000~~active ~~shares~~markets that ~~with~~are aaccessible ~~par~~at ~~value~~the ofmeasurement ~~$0.0001.~~date ~~The~~for ~~Company has not issued any shares during December 31~~identical, ~~2023~~unrestricted ~~and~~assets ~~2022~~or liabilities.

~~Common~~- Level 2 - Inputs other than quoted prices included ~~Stock~~within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

~~The~~- ~~authorized common~~Level ~~stock~~3 of- ~~the~~Inputs ~~Company~~that ~~consists~~are ofboth ~~500,000,000~~significant ~~shares~~to ~~with~~the fair ~~a par~~ value ofmeasurement ~~$0.0001. There were 20,000,000 shares of common stock issued~~ and ~~outstanding as of December 31, 2023 and 2022~~unobservable.

~~The~~Fair ~~Company~~value estimates discussed herein are based upon ~~did~~certain ~~not~~market ~~have~~assumptions ~~any~~and ~~potentially~~pertinent ~~dilutive~~information ~~instruments~~available to management as of December 31, ~~2023~~2024. ~~and~~The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. As of December 31, ~~thus~~2024, ~~anti-dilution~~the ~~issues~~Company ~~are~~had ~~not~~no ~~applicable~~financial instruments.

OnRECENT ~~November 22,~~ACCOUNTING ~~2020, 20,000,000 shares of common stock were issued to Koichi Ishizuka.~~PRONOUNCEMENTS

~~Pertinent~~There have been no new accounting pronouncements ~~Rights~~not ~~and~~yet ~~Privileges~~effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our condensed consolidated financial statements.

~~Holders~~NOTE ~~of shares~~3 of- ~~common~~GOING stock are entitled to one vote for each share held to be used at all stockholders’ meetings and for all purposes including the election of directors. Common stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock.CONCERN

~~Additional~~The accompanying consolidated financial statements ~~paid~~are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has reoccurring net losses and negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. However, management cannot provide any assurances that the Company will be successful in ~~capital~~accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~For~~NOTE 4 ~~the~~– ~~period~~SEGMENT ~~ended December 31, 2023, the Company had imputed interest of $50,599.~~INFORMATION

~~For~~The Company operates as a single reportable segment. ~~the~~The ~~period~~Chief ~~ended~~Executive ~~December~~Officer 31(CEO), ~~2022,~~who ~~the~~serves ~~Company~~as ~~had~~the ~~imputed~~Chief ~~interest~~Operating ofDecision ~~$39~~Maker (CODM),~~296~~ manages and oversees the business as one integrated operation.

~~NOTE~~There are no significant differences in the Company’s 6products -and ~~INCOME~~services, ~~TAXES~~customer base, or distribution channels, all of which are managed under a unified strategy.

~~The Company conducts its major businesses in Japan and is subject to tax in this jurisdiction~~a. AsDescription ~~a result~~ of ~~its business activities,~~ the ~~Company files~~types ~~tax~~of ~~returns~~products ~~that~~from ~~are~~which ~~subject~~the toreportable ~~examination~~segment byderives ~~the~~its ~~local tax authority.~~revenues

~~National income~~As ~~tax~~a insingle ~~Japan~~reportable issegment , the ~~charged~~Company atgenerates ~~15%~~revenue ofby aselling ~~company’s~~the ~~assessable~~“Blette ~~profit.~~Stick” ~~The~~to ~~Company’s~~users ~~subsidiary,~~through ~~OFF~~the ~~Line~~Amazon ~~Japan,~~US ~~was~~website. ~~incorporated in~~The ~~Japan~~Blette ~~and~~software itself is ~~subject~~available tofor ~~Japanese~~free ~~national~~download ~~income~~from ~~tax~~Google ~~and~~Play; ~~city~~however, ~~income~~in ~~tax~~order atto use the ~~applicable~~software, ~~tax~~users ~~rates~~need onan ~~the~~Android ~~taxable~~smartphone ~~income~~and asa ~~reported~~USB device incalled ~~their~~the ~~Japanese~~Blette ~~statutory~~Stick, ~~accounts~~which inconnects ~~accordance~~to ~~with~~ the ~~relevant~~smartphone. ~~enterprises~~The ~~income~~Blette ~~tax~~Stick ~~laws~~can ~~applicable~~be toused ~~foreign~~semi-permanently ~~enterprises~~unless it becomes damaged.

~~OFF Line Japan’s operation during the year ended December 31, 2023 has resulted in a net taxable loss, as such OFF Line Japan was not subject to income tax for the year ended December 31, 2023~~b. ~~The~~Measure ~~effective income tax rate~~ of ~~OFF~~segment ~~Line~~profit ~~Japan~~or isloss ~~0%.~~and assets.

~~Zentrum~~The ~~Holdings, Inc.,~~accounting ~~which~~policies ~~acts~~of asthe asegment are ~~holding~~the ~~company~~same onas athose ~~non-consolidated~~described ~~basis,~~in ~~does~~the ~~not~~summary ~~plan~~of tosignificant ~~engage~~accounting ~~any~~policies. ~~business~~Decision ~~activities~~maker ~~and~~assesses ~~current~~performance orfor ~~future~~the segment ~~loss~~and ~~will~~decides behow ~~fully~~to ~~allowed.~~allocate ~~For~~resources ~~the~~based ~~year~~on ~~ended~~net ~~December~~income ~~31,~~that ~~2023~~also ~~and~~is ~~2022,~~reported ~~respectively,~~on ~~Zentrum~~the ~~Holdings,~~income ~~Inc.,~~statement as aconsolidated ~~holding~~net ~~company~~income. The ~~registered~~measure ~~in the state~~ of ~~Delaware,~~segment ~~has~~assets ~~incurred~~is ~~net~~reported ~~loss~~on ~~and,~~the ~~therefore,~~balance ~~has~~sheet noas ~~tax~~total ~~liability~~consolidated assets.

~~In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not~~c. ~~Due~~How to the ~~change~~decision inmaker ~~ownership~~uses ~~provisions of~~ the ~~Tax~~reported ~~Reform~~measure ~~Act~~ of ~~1986,~~segment ~~net~~profit ~~operating~~or loss ~~carryforwards for Federal income tax reporting purposes are subject to annual limitations~~. ~~Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.~~

	December 31,
	2023		2022
Deferred tax asset, generated from net operating loss at statutory rates	$	208,268	$	154,772
Valuation allowance		(208,268)		(154,772)
	$	-	$	-

The decision maker uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for acquisitions or to pay dividends.

d. The ~~reconciliation~~ ofcompany ~~the~~does ~~effective~~not ~~income~~have ~~tax~~intra-entity sales ~~rate~~or ~~to the federal statutory rate is as follows:~~transfers.

Federal income tax rate	21.0	%
Increase in valuation allowance	(21.0	%)
Effective income tax rate	0.0	%

e. Factors that management used to identify the public entity’s reportable segments.

~~NOTE~~The company has one 7reportable -segment: ~~ACCRUED~~The ~~EXPENSES~~company derives revenue primarily in North America and manages the business activities on a consolidated basis.

~~Accrued~~NOTE ~~expenses totaled $7,878 and $12,189 as of December 31, 2023 and 2022. As of December 31, 2023 and 2022, accrued expenses were~~5 ~~mainly~~- ~~for~~RELATED-PARTY ~~R&D expense for Ueda Tsusho.~~TRANSACTIONS

~~NOTE~~For the year ended December 31, 2024 and 2023, the 8Company -borrowed ~~SUBSEQUENT~~$135,977 ~~EVENTS~~and $209,031 from OFF Line Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. The total due to related party as of December 31, 2024 and 2023 was $790,137 and $735,769 and are unsecured, due on demand and non-interest bearing.

~~None~~For the period ended December 31, 2024 and 2023, the Company had imputed interest of $61,027 and $50,599.

-For the year ended December 31, 2024 and 2023, the F8Company -rented office space and storage space from the Company’s officer free of charge.

~~Table~~NOTE 6 of- ~~Contents~~ SHAREHOLDER EQUITY

~~Item 9.~~Preferred ~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~Stock

~~None~~The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has not issued any shares during December 31, 2024 and 2023.

~~Item 9A.~~Common ~~Controls and Procedures.~~Stock

~~Disclosure~~The authorized common stock of the Company consists ~~Controls~~of 500,000,000 shares with a par value of $0.0001. There were 20,000,000 shares of common stock issued and ~~Procedures~~outstanding as of December 31, 2024 and 2023.

The Company ~~has~~ ~~adopted~~did ~~and~~not ~~maintains~~have ~~disclosure~~any ~~controls~~potentially ~~and procedures that are designed to provide reasonable assurance that information required~~dilutive toinstruments ~~be disclosed in the reports filed under the Exchange Act, such~~ as ~~this~~of ~~annual~~December ~~report~~31, is2024 ~~collected~~and, ~~recorded~~thus, ~~processed,~~anti-dilution ~~summarized and~~issues ~~reported within the time periods specified in the rules of the SEC. The Company’s disclosure controls and procedures~~ are ~~also~~ ~~designed~~not ~~to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure~~applicable. As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer who also serves as our Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Office who also serves as our Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.

~~Our~~Pertinent ~~Chief~~Rights ~~Executive Officer, Koichi Ishizuka, has reviewed the effectiveness of our disclosure controls~~ and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by the report December 31, 2020 and has concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Privileges

~~Management~~Holders of shares of common stock are entitled to one vote for each share held to be used at all stockholders’s ~~Report~~meetings onand ~~Internal~~for all purposes including the election of directors. ~~Control~~Common ~~over~~stock ~~Financial~~does ~~Reporting~~not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock.

~~The~~Additional ~~Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a~~paid-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework issued in 2013. Based on the assessment, management concluded that, as of December 31 2023, the Company’s internal control over financial reporting is ineffective based on those criteria. capital

~~The~~For ~~Company’s management, including its Chief Executive Officer who also serves as our Chief Financial Officer, does not expect that~~ the ~~Company’s disclosure~~period ~~controls~~ended ~~and~~December ~~procedures and its internal control processes will prevent all error and all fraud. A control system~~31, ~~no matter how well conceived and operated~~2024, ~~can provide only reasonable, not absolute, assurance that~~ the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company ~~have been detected. These inherent~~ ~~limitations~~had ~~include~~imputed ~~the~~interest ~~realities that judgments in decision-making can be faulty, and that the breakdowns can occur because~~ of ~~simple error or mistake. Additionally~~$61, ~~controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control~~027. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all 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. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~The~~For ~~matters involving internal controls and procedures that our Chief Executive Officer considered to be material weaknesses under~~ the ~~standards~~period ~~of the~~ended ~~Committee~~December ~~of Sponsoring Organizations of Treadway Commission were: domination of management by a single individual without adequate compensating controls~~31, ~~lack of a majority of outside directors on board of directors~~2023, ~~inadequate~~the ~~segregation of duties consistent with~~Company ~~control~~had ~~objectives,~~imputed ~~lack~~interest of ~~well-established procedures to identify~~$50, ~~approve and report related party transactions, and lack of an audit committee~~599.

~~Management believes~~NOTE ~~that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a~~7 ~~functioning~~- ~~audit~~INCOME committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.TAXES

~~Management~~The ~~recognizes that~~Company conducts its ~~controls~~major businesses in Japan and ~~procedures~~is ~~would~~subject beto ~~substantially~~tax ~~improved~~in ifthis wejurisdiction. ~~had~~As ana ~~audit~~result ~~committee~~of ~~and~~its ~~two~~business ~~individuals~~activities, ~~serving~~the asCompany ~~officers and~~files astax ~~such~~returns isthat ~~actively~~are ~~seeking~~subject to examination ~~remediate~~by ~~this~~the ~~issue~~local tax authority.

~~Management~~National income tax in Japan is charged at 15% of a company’s ~~Remediation~~assessable profit. The Company’s subsidiary, OFF Line Japan, was incorporated in Japan and is subject to Japanese ~~Initiatives~~national income tax and city income tax at the applicable tax rates on the taxable income as reported in their Japanese statutory accounts in accordance with the relevant enterprises income tax laws applicable to foreign enterprises.

InOFF anLine ~~effort~~Japan’s tooperation ~~remediate~~during the ~~identified~~year ~~material~~ended ~~weaknesses~~December ~~and~~31, ~~other~~2024 ~~deficiencies~~has ~~and~~resulted ~~enhance~~in ~~our~~a ~~internal~~net ~~controls~~taxable loss, weas ~~have~~such ~~initiated,~~OFF orLine ~~plan~~Japan was not subject to ~~initiate,~~income tax for the ~~following~~year ~~series~~ended December 31, 2024. The effective income tax rate of ~~measures:~~OFF Line Japan is 0%.

WeZentrum ~~will~~Holdings, ~~create~~Inc., awhich ~~position~~acts toas ~~segregate duties~~a ~~consistent~~holding ~~with control objectives and will increase our personnel resources and technical accounting expertise within the accounting~~company ~~function~~on ~~when~~a ~~funds~~non-consolidated ~~are available to us. And~~basis, wedoes not plan to ~~appoint~~engage ~~one~~any orbusiness ~~more~~activities ~~outside~~and ~~directors~~current toor ~~our~~future ~~board~~loss ofwill ~~directors~~be ~~who~~fully ~~shall~~allowed. beFor the ~~appointed~~year toended anDecember ~~audit~~31, ~~committee~~2024 ~~resulting~~and in2023, arespectively, ~~fully~~Zentrum ~~functioning~~Holdings, ~~audit~~Inc., ~~committee~~as ~~who~~a ~~will~~holding ~~undertake~~company ~~the~~registered ~~oversight~~ in the ~~establishment and~~state ~~monitoring~~ of ~~required~~Delaware, has ~~internal~~incurred ~~controls~~net ~~and~~loss ~~procedures such as reviewing~~ and, ~~approving~~therefore, ~~estimates~~has ~~and~~no ~~assumptions~~tax ~~made by management when funds are available to us~~liability.

~~Management~~In ~~believes~~future ~~that~~periods, ~~the~~tax ~~appointment~~benefits and related deferred oftax ~~one~~assets orwill ~~more~~be ~~outside~~recognized ~~directors,~~when ~~who~~management ~~shall~~considers berealization ~~appointed~~of such amounts to abe ~~fully~~more ~~functioning~~likely ~~audit~~than ~~committee,~~not. ~~will~~Due ~~remedy~~to the ~~lack~~change ofin ~~a functioning~~ownership ~~audit~~provisions ~~committee~~of ~~and~~the aTax ~~lack~~Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a ~~majority~~change ofin ~~outside~~ownership ~~directors~~occur, onnet ~~our~~operating ~~Board~~loss carryforwards may be limited as to use in future years.

We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

	December 31,
	2024		2023
Deferred tax asset, generated from net operating loss at statutory rates	$	251,483	$	208,268
Valuation allowance		(251,483)		(208,268)
	$	-	$	-

~~Changes~~The inreconciliation ~~Internal~~of ~~Control~~the effective income tax rate to the federal statutory rate is as follows:

There have been no changes in internal controls over the financial reporting that occurred during the year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Federal income tax rate	21.0	%
Increase in valuation allowance	(21.0	%)
Effective income tax rate	0.0	%

~~This~~NOTE ~~annual report does not include~~8 an- ~~attestation~~ACCRUED report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.EXPENSES

~~Item~~Accrued expenses totaled $15,040 and $7,878 as of 9BDecember 31, 2024 and 2023. ~~Other~~As ~~Information~~of December 31, 2024 and 2023, accrued expenses were mainly for R&D expense for Ueda Tsusho.

~~None.~~NOTE 9 - SUBSEQUENT EVENTS

~~- 7 -~~None.

~~Table of~~- ~~Contents~~F8 -

~~PART III~~Table of Contents

Item 10 9. ~~Directors,~~Changes ~~Executive~~in ~~Officers~~and Disagreements with Accountants on Accounting and ~~Corporate~~Financial ~~Governance~~Disclosure.

MrNone. ~~Koichi Ishizuka, Age 53 - Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer~~

~~Background of~~Item Mr9A. ~~Koichi~~Controls ~~Ishizuka~~ and Procedures.

~~Mr.~~Disclosure ~~Koichi~~Controls ~~Ishizuka’s academic journey includes earning his MBA from the University of Aoyama Gakuin in 2004~~ and completing the Advanced Management Program at Harvard School of Business in 2011. Stepping into the professional arena, he commenced as the head of marketing at Thomson Reuters, a prominent mass media and information firm. His career trajectory led him to pivotal roles, serving as CEO for Xinhua Finance Japan in 2006, Fate Corporation in 2008, and LCA Holdings, Ltd. in 2009.Procedures

~~Presently,~~The ~~Mr.~~Company ~~Ishizuka~~has ~~holds~~adopted and maintains disclosure ~~the~~controls ~~position~~and ofprocedures ~~Chief~~that ~~Executive~~are ~~Officer~~designed ~~across~~to aprovide ~~spectrum~~reasonable ofassurance ~~companies,~~that ~~including OFF~~information ~~Line~~required ~~Co.,~~to ~~Ltd.,~~be ~~Photozou~~disclosed ~~Co.,~~in ~~Ltd.,~~the ~~Photozou~~reports filed ~~Holdings,~~under ~~Inc.,~~the ~~Photozou~~Exchange ~~Koukoku Co.~~Act, ~~Ltd.,~~such ~~Off~~as ~~Line~~this ~~International,~~annual ~~Inc.~~report, ~~and~~is ~~OFF~~collected, ~~Line~~recorded, ~~Japan Co.~~processed, ~~Ltd. He~~summarized ~~has~~and ~~held~~reported within the ~~position~~time ofperiods ~~CEO~~specified ~~with~~in ~~OFF~~the ~~Line~~rules ~~Co.,~~of ~~Ltd.~~the ~~since 2013, Photozou Co~~SEC., The ~~Ltd.~~Company’s ~~since~~disclosure ~~2016,~~controls ~~Photozou~~and ~~Holdings,~~procedures ~~Inc.~~are ~~since~~also ~~2017,~~designed ~~Photozou~~to ~~Koukoku~~ensure ~~Co.,~~that ~~Ltd.~~such ~~since~~information ~~2017,~~is ~~Zentrum~~accumulated ~~Holdings,~~and ~~Inc.~~communicated ~~(formerly~~to ~~known~~management asto ~~Off~~allow ~~Line~~timely ~~International,~~decisions ~~Inc.)~~regarding ~~since~~required ~~2019,~~disclosure. As ~~and~~required under ~~OFF~~Exchange ~~Line~~Act ~~Japan~~Rule ~~Co.~~13a-15, ~~Ltd.~~the ~~since~~Company’s ~~2018. On November 18~~management, ~~2020,~~including ~~Koichi Ishizuka assumed~~ the ~~roles of~~ Chief ~~Financial~~Executive Officer ~~and~~who ~~Director~~also ofserves ~~Next~~as ~~Meats~~our ~~Holdings,~~Principal Financial ~~Inc.~~Officer, ~~followed~~has ~~by his~~conducted ~~appointment~~an asevaluation ~~Chief~~of ~~Executive~~the ~~Officer~~effectiveness onof ~~December~~disclosure ~~28,~~controls ~~2021.~~and Heprocedures ~~continues~~as toof ~~hold~~the ~~these~~end ~~positions~~of tothe ~~this~~period covered ~~day,~~by ~~and~~this ~~additionally~~report. ~~maintains a~~Based ~~controlling~~on ~~interest~~that inevaluation, ~~Next~~the ~~Meats~~Chief ~~Holdings,~~Executive ~~Inc.~~Office ~~Additionally,~~who healso serves as ~~the~~our ~~Chief~~Principal Financial Officer ~~of Next Meats Co., Ltd., a~~concluded ~~Japanese~~that ~~alternative~~the ~~meat~~disclosure ~~company~~controls and ~~wholly~~procedures ~~owned~~are ~~subsidiary of Next Meats Holdings, Inc~~ineffective.

~~Since~~Our ~~its~~Chief ~~inception~~Executive ~~on April 14~~Officer, ~~2021,~~ Koichi Ishizuka, has reviewed ~~served~~the aseffectiveness ~~CEO~~ of WBour ~~Burgers~~disclosure ~~Japan~~controls ~~Co.,~~and ~~Ltd.,~~procedures a(as ~~Japanese~~defined ~~company.~~in OnRules ~~May~~13a-15(f) 7,and ~~2021,~~15d-15(f) ~~Mr.~~of ~~Koichi~~the ~~Ishizuka~~Exchange ~~was~~Act) ~~appointed~~ as of the ~~Chief~~end ~~Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director~~ of ~~Business~~the ~~Solutions Plus,~~period ~~Inc.,~~covered ~~which~~by isthe ~~now~~report ~~known~~December ~~as WB Burgers Asia~~31, ~~Inc.~~2024 WBand ~~Burgers~~has ~~Japan~~concluded ~~Co.,~~that ~~Ltd.~~(i) isthe aCompany’s ~~wholly~~disclosure ~~owned~~controls and ~~subsidiary~~procedures ofare WBnot ~~Burgers~~effective ~~Asia,~~to ~~Inc. WB~~ensure ~~Burgers~~that ~~Japan~~material ~~Co.,~~information ~~Ltd.~~relating ~~holds the rights~~ to the ~~“Master~~Company ~~Franchise~~is ~~Agreement”~~recorded, ~~with~~processed, ~~Jakes’~~summarized, ~~Franchising~~and ~~LLC,~~reported awithin ~~Delaware~~the ~~Limited~~time ~~Liability~~periods ~~Company,~~specified asin ~~it pertains to~~ the ~~establishment~~rules and ~~operation~~forms of ~~Wayback Burger Restaurants within~~ the ~~country~~ ~~of Japan. On July 23~~Commission, ~~2021,~~and ~~Mr.~~(ii) ~~Ishizuka~~the ~~was~~Company’s ~~appointed~~controls asand ~~Chief~~procedures have ~~Executive~~not ~~Officer,~~been ~~Chief~~designed ~~Financial~~to ~~Officer,~~ensure ~~President,~~that ~~Treasurer, and~~information ~~Director~~required ofto ~~Dr.~~be ~~Foods,~~disclosed ~~Inc.~~by ~~(formerly~~the ~~known~~Company asin ~~Catapult~~the ~~Solutions,~~reports ~~Inc.).~~that ~~Koichi~~it ~~Ishizuka~~files ~~has~~or asubmits ~~controlling interest in Dr. Foods,~~under ~~Inc.~~the OnExchange ~~March~~Act ~~21,~~is ~~2022,~~accumulated ~~Mr.~~and ~~Ishizuka~~communicated ~~was~~to ~~appointed as~~ the ~~Chief~~Company's ~~Executive Officer~~management, ~~Chief~~including ~~Financial~~its ~~Officer,~~principal ~~President,~~executive ~~Secretary,~~and ~~Treasurer,~~principal financial ~~and~~officers, ~~Director~~or ofpersons ~~WeCapital~~performing ~~Holdings,~~similar ~~Inc.~~functions, ~~(formerly~~as ~~known~~appropriate asto ~~Perfect~~allow ~~Solutions~~timely ~~Group,~~decisions ~~Inc~~regarding required disclosure.).

~~Given Mr. Ishizuka~~Management’s ~~extensive~~ ~~business~~Report ~~acumen~~on ~~and~~Internal ~~long-standing~~Control ~~entrepreneurial~~over ~~background,~~Financial ~~the company firmly believes that Koichi Ishizuka is well-suited to continue to serve as our sole officer and director.~~Reporting

AsThe ofCompany’s ~~the~~management, ~~date~~comprised solely of ~~this~~Koichi ~~filing~~Ishizuka, ~~there~~is ~~has~~responsible ~~not~~for ~~been~~establishing ~~any~~and ~~material~~maintaining ~~plan~~adequate internal control over financial reporting, ~~contract~~as ordefined ~~arrangement~~in Exchange Act Rule 13a-15(~~whether~~f). orThe ~~not~~Company’s ~~written)~~internal control over financial reporting is designed to ~~which~~provide ~~our~~reasonable ~~sole~~assurance to ~~officer~~the Company’s management and ~~director~~board of directors regarding the preparation and fair presentation of published financial statements. ~~are~~Management aconducted ~~party~~an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in ~~connection~~Internal ~~with~~Control ~~their~~– ~~appointments~~Integrated atFramework issued ~~Zentrum~~in ~~Holdings~~2013. Based on the assessment, ~~Inc~~management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting is ineffective based on those criteria.

~~Employees~~The Company’s management, including its Chief Executive Officer who also serves as our Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all 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. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

AsThe matters involving internal controls and procedures that our Chief Executive Officer considered to be material weaknesses under the standards of ~~December~~the ~~31,~~Committee ~~2023~~of Sponsoring Organizations of Treadway Commission were: domination of management by a single individual without adequate compensating controls, welack ~~had no~~of ~~employees~~a majority of outside directors on board of ~~our~~directors, ~~sole~~inadequate ~~officer~~segregation of duties consistent with control objectives, lack of well-established procedures to identify, approve and ~~director~~report related party transactions, and lack of an audit committee.

~~Director’s~~Management believes that the material weaknesses ~~Term~~did not have an effect on our financial results. However, management believes that the lack of ~~Office~~a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

~~Directors~~Management ~~will hold~~recognizes ~~office~~that ~~until~~its ~~the~~controls ~~next annual meeting of stockholders~~ and ~~the~~procedures would ~~election~~be ~~and~~substantially ~~qualification~~improved ofif ~~their~~we ~~successors.~~had ~~Officers~~an ~~are~~audit ~~elected annually~~committee ~~by our board of directors~~ and ~~serve~~two atindividuals ~~the~~serving ~~discretion~~as ofofficers ~~the~~and ~~board~~as ofsuch ~~directors.~~is ~~Presently,~~actively weseeking to ~~have~~remediate athis ~~single director, Koichi Ishizuka~~issue.

~~Corporate Governance~~Management’s Remediation Initiatives

~~The~~In ~~Company promotes~~an ~~accountability~~effort ~~for adherence~~ to ~~honest~~remediate ~~and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that~~ the ~~Company~~identified ~~files~~material ~~with~~weaknesses ~~the Securities~~ and ~~Exchange Commission (the “SEC”) and in~~ other deficiencies ~~public communications made by the Company;~~ and ~~strives~~enhance toour beinternal ~~compliant~~controls, ~~with~~we ~~applicable~~have ~~governmental laws~~initiated, ~~rules~~or ~~and~~plan ~~regulations. The~~to ~~Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees~~initiate, ~~officers and Directors as~~ the ~~Company~~following isseries ~~not~~of ~~required to do so.~~measures:

InWe ~~lieu~~will ofcreate ~~an Audit~~a ~~Committee,~~position ~~the~~to ~~Company’s~~segregate ~~Board~~duties ofconsistent ~~Directors,~~with iscontrol objectives ~~responsible~~and ~~for~~will ~~reviewing~~increase our personnel resources and ~~making~~technical ~~recommendations~~accounting ~~concerning~~expertise within the ~~selection~~accounting function when funds are ofavailable ~~outside~~to ~~auditors~~us. And, ~~reviewing~~we ~~the~~plan ~~scope,~~to ~~results~~appoint ~~and~~one ~~effectiveness~~or ofmore ~~the~~outside ~~annual~~directors ~~audit~~to our board of ~~the~~directors ~~Company's~~who ~~financial~~shall ~~statements~~be ~~and~~appointed ~~other services~~to ~~provided~~an byaudit ~~the~~committee resulting ~~Company’s~~in ~~independent~~a ~~public~~fully ~~accountants.~~functioning ~~Our~~audit ~~sole~~committee ~~officer~~who ~~and~~will ~~director~~undertake ~~review~~the oversight in the ~~Company's~~establishment ~~internal~~and ~~accounting~~monitoring of required internal controls, ~~practices~~and procedures such as reviewing and ~~policies~~approving estimates and assumptions made by management when funds are available to us.

~~Committees~~ Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

~~Our~~We ~~Company currently~~will ~~does~~work ~~not~~as ~~have~~quickly ~~nominating,~~as ~~compensation,~~possible orto ~~audit~~implement ~~committees~~these orinitiatives; ~~committees performing similar functions nor does our Company~~however, ~~have~~the alack ~~written~~of ~~nominating,~~adequate ~~compensation~~working orcapital ~~audit~~and ~~committee~~positive ~~charter.~~cash ~~Our~~flow ~~Director~~from ~~believes~~operations ~~that~~will itlikely isslow ~~not necessary to have such committees, at~~ this ~~time, because the Director can adequately perform the functions of such committees~~implementation.

~~Audit~~Changes ~~Committee Financial~~in ~~Expert~~Internal Control

~~Our~~There ~~Board has determined that we do not~~ have abeen ~~board~~no ~~member~~changes ~~that~~in ~~qualifies~~internal ascontrols anover ~~“audit~~the ~~committee~~ financial ~~expert” as defined in Item 407(D)(5)~~reporting ~~of Regulation S-K, nor do we have a Board member~~ that ~~qualifies~~occurred asduring ~~“independent” as~~ the ~~term~~year isended ~~used~~December in31, ~~Item~~2024, ~~7(d)(3)(iv)(B) of~~that ~~Schedule~~have ~~14A~~materially ~~under the Securities Exchange Act of 1934~~affected, asor ~~amended,~~are ~~and~~reasonably aslikely ~~defined~~to bymaterially ~~Rule~~affect ~~4200(a)(14)~~our internal ofcontrols ~~the~~over ~~FINRA~~financial ~~Rules~~reporting.

WeThis ~~believe~~annual ~~that our~~report ~~Director is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director of our Company~~ does not ~~believe~~include ~~that it is necessary to have~~ an ~~audit~~attestation ~~committee~~report ~~because management believes that the Board~~ of ~~Directors can adequately perform~~ the ~~functions of an audit committee. In addition, we believe that retaining an independent~~Company’s ~~Director~~registered ~~who~~public ~~would~~accounting ~~qualify~~firm asregarding aninternal ~~"audit~~control ~~committee~~over financial ~~expert"~~reporting. Management’s ~~would~~report bewas ~~overly~~not ~~costly~~subject to ~~and~~attestation ~~burdensome~~by ~~and~~the isCompany’s ~~not warranted~~registered inpublic ~~our~~accounting ~~circumstances~~firm ~~given~~pursuant ~~the~~to ~~stage~~temporary rules of ~~our development and~~ the ~~fact~~SEC that wepermit ~~have~~the ~~not~~Company to ~~generated~~provide ~~any~~only ~~positive~~management’s ~~cash~~report ~~flows~~in ~~from operations~~this toannual ~~date~~report.

~~Involvement in~~Item ~~Certain~~9B. ~~Legal~~Other ~~Proceedings~~Information.

~~Our sole officer and director have not been involved in any of the following events during the past ten years:~~None.

1. bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. 5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-~~and-desist~~ order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 ~~U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.~~-

~~Independence~~ Table of ~~Directors~~Contents

WePART ~~are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.~~III

~~Code~~Item ~~of Ethics~~10. Directors, Executive Officers and Corporate Governance.

~~We have not adopted a formal Code of Ethics~~Mr. ~~The Board of Directors, consisting solely of~~ Koichi Ishizuka, ~~evaluated~~Age ~~the~~54 ~~business~~- ofChief ~~the Company and~~Executive ~~the~~Officer, ~~number~~Chief ofFinancial ~~employees~~Officer, ~~and determined that since the business is operated by a small number of persons~~President, ~~general rules of fiduciary duty and federal and state criminal~~Director, ~~business conduct and securities laws are adequate ethical guidelines. In the event our operations~~Secretary, ~~employees~~ and~~/or~~ ~~Directors expand in the future, we may take actions to adopt a formal Code of Ethics.~~Treasurer

~~Shareholder Proposals~~Background of Mr. Koichi Ishizuka

~~Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors~~Mr. ~~The~~Koichi Ishizuka’s ~~Board~~academic ofjourney ~~Directors~~includes ~~believes~~earning ~~that,~~his ~~given~~MBA from the ~~stage~~University of ~~our~~Aoyama ~~development,~~Gakuin ain ~~specific~~2004 ~~nominating~~and ~~policy~~completing ~~would~~the beAdvanced ~~premature~~Management ~~and of little assistance~~Program ~~until~~at ~~our~~Harvard ~~business~~School ~~operations~~of ~~develop~~Business toin a2011. ~~more~~Stepping ~~advanced~~into ~~level.~~the ~~Our~~professional ~~Company~~arena, ~~does~~he ~~not~~commenced ~~currently~~as ~~have~~the ~~any~~head ~~specific~~of ormarketing ~~minimum~~at ~~criteria~~Thomson ~~for~~Reuters, ~~the~~a ~~election~~prominent ofmass ~~nominees~~media toand ~~the~~information ~~Board~~firm. His ofcareer ~~Directors~~trajectory ~~and~~led wehim doto ~~not~~pivotal ~~have~~roles, ~~any~~serving ~~specific~~as ~~process~~CEO ~~or procedure~~ for ~~evaluating~~Xinhua ~~such~~Finance ~~nominees.~~Japan ~~The~~in ~~Board of Directors will assess all candidates~~2006, ~~whether~~Fate ~~submitted~~Corporation byin ~~management or shareholders~~2008, and ~~make~~LCA ~~recommendations~~Holdings, ~~for~~Ltd. ~~election or~~in ~~appointment~~2009.

APresently, ~~shareholder~~Mr. Ishizuka ~~who~~holds ~~wishes~~the toposition ~~communicate~~of Chief Executive Officer across a spectrum of companies, including OFF Line Co., Ltd., Photozou Co., Ltd., Photozou Holdings, Inc., Photozou Koukoku Co., Ltd., Off Line International, Inc., and OFF Line Japan Co., Ltd. He has held the position of CEO with ~~our~~OFF ~~Board~~Line Co., Ltd. since 2013, Photozou Co., Ltd. since 2016, Photozou Holdings, Inc. since 2017, Photozou Koukoku Co., Ltd. since 2017, Zentrum Holdings, Inc. (formerly known as Off Line International, Inc.) since 2019, and OFF Line Japan Co., Ltd. since 2018. On November 18, 2020, Koichi Ishizuka assumed the roles of ~~Directors~~Chief ~~may~~Financial doOfficer soand Director of Next Meats Holdings, Inc., followed by ~~directing~~his aappointment ~~written~~as ~~request~~Chief ~~addressed~~Executive Officer on December 28, 2021. He continues to ~~our~~hold ~~President~~these positions to this day, and atadditionally maintains a controlling interest in Next Meats Holdings, Inc. Additionally, he serves as the ~~address~~Chief Financial Officer ~~appearing~~of onNext ~~the~~Meats ~~first~~Co., ~~page~~Ltd., a Japanese alternative meat company and wholly owned subsidiary of ~~this~~Next ~~Registration~~Meats ~~Statement~~Holdings, Inc.

-Since its inception on April 814, -2021, Koichi Ishizuka has served as CEO of WB Burgers Japan Co., Ltd., a Japanese company. On May 7, 2021, Mr. Koichi Ishizuka was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of Business Solutions Plus, Inc., which is now known as WB Burgers Asia, Inc. WB Burgers Japan Co., Ltd. is a wholly owned subsidiary of WB Burgers Asia, Inc. WB Burgers Japan Co., Ltd. holds the rights to the “Master Franchise Agreement” with Jakes’ Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan. On July 23, 2021, Mr. Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Director of Japan Food Tech Holdings, Inc. (formerly known as Dr. Foods, Inc.). Koichi Ishizuka has a controlling interest in Dr. Foods, Inc. On March 21, 2022, Mr. Ishizuka was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of WeCapital Holdings, Inc., (formerly known as Perfect Solutions Group, Inc.).

~~Table~~Given Mr. Ishizuka’s ofextensive ~~Contents~~business acumen and long-standing entrepreneurial background, the company firmly believes that Koichi Ishizuka is well-suited to continue to serve as our sole officer and director.

~~Item~~As of the date of this filing, there has not been ~~11.~~any ~~Executive~~material ~~Compensation~~plan, contract or arrangement (whether or not written) to which our sole officer and director are a party in connection with their appointments at Zentrum Holdings, Inc.

~~Summary Compensation Table~~ Employees

Name and principal position (a)	As of December 31, (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-equity incentive plan compensation ($) (g)	Non-qualified deferred compensation earnings ($) (h)	All other compensation ($) (i)	Total ($) (j)
Koichi Ishizuka, Sole Officer and Director	2022	-	-	-	-	-	-	-	-
	2023	-	-	-	-	-	-	-	-

As of December 31, 2024, we had no employees outside of our sole officer and director.

~~Summary~~ Director’s Term of ~~Compensation~~Office

~~Stock~~Directors will hold office until the next annual ~~Option~~meeting ~~Grants~~of stockholders and the election and qualification of their successors. Officers are elected annually by our board of directors and serve at the discretion of the board of directors. Presently, we have a single director, Koichi Ishizuka.

~~We have~~Corporate ~~not granted any stock options to our executive officers since our incorporation.~~Governance

~~Employment~~The Company promotes accountability for adherence ~~Agreements~~to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

~~We do~~In ~~not~~lieu ~~have~~of an ~~employment~~Audit orCommittee, ~~consulting~~the ~~agreements~~Company’s Board ~~with~~of ~~any~~Directors, comprised solely of Koichi Ishizuka, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. Our sole officer orand director review the Company's internal accounting controls, practices and policies.

~~Compensation Discussion~~Committees ~~and~~of ~~Analysis~~the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Director believes that it is not necessary to have such committees, at this time, because the Director can adequately ~~Compensation~~perform the functions of such committees.

~~Our~~Audit ~~Board~~Committee ~~of Directors,~~Financial consisting solely of Koichi Ishizuka, does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.Expert

~~Executive~~Our Board has determined that we do not have a board ~~Compensation~~member ~~Philosophy~~that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

~~Our~~We ~~Board~~believe ~~of Directors,~~that ~~consisting solely of Koichi Ishizuka, determines the compensation given to~~ our ~~executive~~Director ~~officers~~is incapable ~~their~~of ~~sole determination.~~analyzing ~~Our~~and ~~Board~~evaluating ~~of Directors reserves the right to pay~~ our ~~executive~~financial orstatements ~~any~~and ~~future~~understanding ~~executives~~internal acontrols ~~salary,~~ and~~/or~~ ~~issue~~procedures ~~them shares of common stock issued in consideration~~ for ~~services~~financial ~~rendered~~reporting. ~~and/or~~The toDirector ~~award~~of ~~incentive~~our Company ~~bonuses~~does ~~which~~not ~~are~~believe ~~linked~~that toit ~~our~~is ~~performance,~~necessary ~~as well as~~ to ~~the individual~~have ~~executive~~an ~~officer’s~~audit ~~performance.~~committee ~~This~~because ~~package~~management ~~may~~believes ~~also~~that ~~include~~the ~~long-term~~Board ~~stock~~of ~~based~~Directors ~~compensation to certain executives,~~can ~~which~~adequately isperform ~~intended to align~~ the ~~performance~~functions of ~~our~~an ~~executives~~audit ~~with~~committee. ~~our~~In ~~long-term~~addition, ~~business~~we ~~strategies.~~believe ~~Additionally,~~that ~~while~~retaining ~~our~~an ~~Board~~independent ~~of Directors~~Director ~~has~~who ~~not~~would ~~granted~~qualify as ~~any~~an ~~performance~~"audit ~~base~~committee ~~stock~~financial ~~options~~expert" towould ~~date,~~be ~~the~~overly ~~Board~~costly ofand ~~Directors~~burdensome ~~reserves~~and ~~the~~is ~~right~~not towarranted ~~grant~~in ~~such~~our ~~options~~circumstances ingiven the ~~future,~~stage ifof ~~the~~our ~~Board~~development inand ~~its~~the ~~sole~~fact ~~determination~~that ~~believes~~we ~~such~~have ~~grants~~not ~~would~~generated beany inpositive ~~the~~cash ~~best~~flows ~~interests~~from ofoperations ~~the~~to ~~Company~~date.

~~Incentive Bonus~~Involvement in Certain Legal Proceedings

~~The~~Our ~~Board~~sole ~~of Directors, consisting solely of Koichi Ishizuka, may grant incentive bonuses to our executive~~ officer and~~/or~~ ~~future~~director ~~executive~~has ~~officers in~~not ~~its~~been ~~sole discretion, if the Board of Directors believes such bonuses are~~ involved in ~~the Company’s best interest, after analyzing our current business objectives and growth, if~~ any, ~~and~~of the ~~amount~~following ofevents ~~revenue~~during ~~we are able to generate each month, which revenue is a direct result of~~ the ~~actions~~past ~~and~~ten ~~ability of such executives.~~years:

~~Long~~1. bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. 5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-~~term~~and-desist order, ~~Stock~~ ~~Based~~or ~~Compensation~~removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

InIndependence order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of ~~our Board of~~ Directors~~, which we do not currently have any immediate plans to award.~~

-We are not required to have independent members of 9our -Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

~~Table~~ Code of ~~Contents~~ Ethics

~~Item 12~~We have not adopted a formal Code of Ethics. ~~Security~~The Board ~~Ownership~~of Directors, consisting solely of ~~Certain~~Koichi ~~Beneficial~~Ishizuka, ~~Owners~~evaluated the business of the Company and ~~Management~~the number of employees and ~~Related~~determined that ~~Stockholder~~since ~~Matters~~the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

~~As of~~Shareholder ~~March 22, 2024, the Company has 20,000,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.~~Proposals

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Common Stock Voting Percentage Beneficially Owned	Voting Shares of Preferred Stock	Preferred Stock Voting Percentage Beneficially Owned	Total Voting Percentage Beneficially Owned (1)
Executive Officers and Directors
Koichi Ishizuka 3-1-21, Chuo, Nakano-ku, Tokyo, 164-0011, Japan	18,067,000	90.34%	none	n/a	90.34%

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

~~Beneficial~~A ~~ownership~~shareholder ~~has~~who ~~been~~wishes ~~determined~~to incommunicate ~~accordance~~ with ~~Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be~~our ~~deemed~~Board ~~to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose~~ of ~~the shares).~~Directors Inmay ~~addition,~~do ~~shares~~so ~~are deemed to be beneficially owned~~ by directing a ~~person~~written ifrequest ~~the~~addressed ~~person has the right~~ to ~~acquire~~our ~~shares (for example~~President, ~~upon~~ ~~exercise~~at ~~of an option or warrant) within 60 days of~~ the ~~date~~address asappearing ofon ~~which~~ the ~~information~~first ispage ~~provided. In computing the percentage ownership~~ of ~~any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of~~ ~~such~~this ~~acquisition~~Registration ~~rights~~Statement. ~~As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.~~

~~Item 13.~~- ~~Certain~~8 ~~Relationships and Related Transactions, and Director Independence.~~-

~~For~~Table ~~the year ended December 31, 2023 and 2022, the Company borrowed $209,031 and $150,808 from OFF Line Co., Ltd., a Company controlled by Koichi Ishizuka, CEO. The total due to related party as~~ of ~~December 31, 2023 and 2022 was $735,769 and $564,798 and are unsecured, due on demand and non-interest bearing.~~Contents

~~For~~Item ~~the~~11. ~~period ended~~Executive ~~December 31, 2023 and 2022, the Company had imputed interest of $50,599 and $39,296~~Compensation.

~~For~~Summary ~~the~~Compensation ~~year ended December 31, 2023 and 2022, the Company was provided office space and storage space from the Company’s sole officer and director, Koichi Ishizuka, free of charge.~~Table

Review, Approval and Ratification of Related Party Transactions

Name and principal position (a)	As of December 31, (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-equity incentive plan compensation ($) (g)	Non-qualified deferred compensation earnings ($) (h)	All other compensation ($) (i)	Total ($) (j)

Koichi Ishizuka, Sole Officer and Director	2023	-	-	-	-	-	-	-	-
	2024	-	-	-	-	-	-	-	-

~~Given~~Summary ~~our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification~~ of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.Compensation

~~Item 14.~~Stock ~~Principal~~Option ~~Accounting Fees and Services.~~Grants

~~Below is~~We ~~the~~have ~~aggregate~~not ~~amount~~granted ofany ~~fees~~stock ~~billed~~options ~~for~~to ~~professional services rendered by~~ our ~~principal~~executive officers ~~accountants~~since ~~with respect to~~ our ~~last two fiscal years~~incorporation.

		2023	2022
Audit fees	M&K CPAS, PLLC	$23,030	$17,000
Audit related fees		-	-
Tax fees		-	-
All other fees		-	-
Total		$23,030	$17,000

Employment Agreements

~~Audit fees~~We ~~represent~~do ~~the~~not ~~professional~~have ~~services~~an ~~rendered~~employment ~~for~~or ~~the~~consulting ~~audit of our annual financial statements and the review of our financial statements~~agreements ~~included in quarterly reports, along~~ with ~~services~~any ~~normally~~officer ~~provided by the accounting firm in connection with statutory and regulatory filings~~ or ~~engagements~~director. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

~~Tax fees~~Compensation ~~represent~~Discussion ~~professional services rendered by the accounting firm for tax compliance, tax advice,~~ and ~~tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.~~Analysis

~~- 10~~Director -Compensation

~~Table~~Our Board of Directors, consisting solely of Koichi Ishizuka, does not currently receive any consideration for their services as members of ~~Contents~~the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

~~PART IV~~Executive Compensation Philosophy

~~Item~~Our Board of Directors, consisting solely of Koichi 15Ishizuka, determines the compensation given to our executive officers in their sole determination. ~~Exhibits~~Our Board of Directors reserves the right to pay our executive or any future executives a salary, ~~Financial~~and/or ~~Statement~~issue ~~Schedules~~them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

~~(a) Financial~~Incentive ~~Statements~~Bonus

1.The Board of Directors, consisting solely of Koichi ~~Financial~~Ishizuka, ~~statements~~may ~~for~~grant incentive bonuses to our ~~company~~executive ~~are~~officer ~~listed~~and/or future executive officers in its sole discretion, if the ~~index~~Board of ~~under~~Directors ~~Item~~believes 8such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of ~~this~~revenue ~~document~~we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

~~2. All financial statement schedules are omitted because they are not applicable~~Long-term, ~~not~~Stock ~~material~~Based ~~or the required information is shown in the financial statements or notes thereto.~~Compensation

~~(b)~~In order to attract, retain and motivate executive ~~Exhibits~~talent ~~required~~necessary byto ~~Item~~support ~~601~~the ofCompany’s ~~Regulation~~long-term Sbusiness strategy we may award our executive and any future executives with long-Kterm, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

Exhibit No.		Description
3.1		Certificate of Incorporation (1)
3.1 (i)		Certificate of Amendment (2)
3.2		By-laws (1)
31		Certification of the Company’s Principal Executive and Prinipal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)
32		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

- 9 -

(1)	Filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on October 22, 2020, and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on June 21, 2021, and incorporated herein by this reference.
(3)	Filed herewith.

Table of Contents

~~SIGNATURES~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~Pursuant to~~As ~~the requirements~~ of ~~Section~~May 1312, or2025, ~~15(d) of~~ the ~~Securities~~Company ~~Exchange~~has ~~Act~~20,000,000 shares of ~~1934,~~common ~~the~~stock ~~registrant~~issued ~~has~~and ~~duly~~outstanding, ~~caused~~which ~~this~~number ~~report~~of toissued beand ~~signed on~~outstanding ~~its~~shares ~~behalf~~of bycommon ~~the~~stock ~~undersigned,~~have ~~thereunto~~been ~~duly~~used ~~authorized~~throughout this report.

Zentrum Holdings, Inc.

Name and Address of Beneficial Owner

Shares of Common Stock Beneficially Owned

Common Stock Voting Percentage Beneficially Owned

Voting Shares of Preferred Stock

Preferred Stock Voting Percentage Beneficially Owned

Total Voting Percentage Beneficially Owned (1)

Executive Officers and Directors

Koichi Ishizuka

3-1-21, Chuo, Nakano-ku, Tokyo, 164-0011, Japan

14,500,000

72.50%

none

n/a

72.50%

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (~~Registrant~~if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

~~Koichi~~For the year ended December 31, 2024 and 2023, the Company borrowed $135,977 and $209,031 from OFF Line Co., Ltd., a Company controlled by Koichi Ishizuka, ~~Chief~~CEO. ~~Executive~~The ~~Officer~~total due to related party as of December 31, ~~Chief~~2024 ~~Financial~~and ~~Officer~~2023 was $790,137 ~~Director~~and $735,769 and are unsecured, due on demand and non-interest bearing.

~~Dated: March~~For 22the period ended December 31, 2024 and 2023, the Company had imputed interest of $61,027 and $50,599.

~~In accordance~~For ~~with~~ the ~~Exchange~~year ~~Act,~~ended ~~this~~December ~~report~~31, ~~has~~2024 ~~been~~and ~~signed~~2023, ~~below~~the Company bywas ~~the~~provided ~~following~~office ~~persons~~space onand ~~behalf~~storage ofspace from the ~~registrant~~Company’s ~~and~~sole inofficer ~~the capacities~~ and ondirector, ~~the~~Koichi ~~dates~~Ishizuka, ~~indicated~~free of charge.

~~By: /s/ Koichi~~Review, ~~Ishizuka~~Approval and Ratification of Related Party Transactions

~~Koichi~~Given our small size and limited financial resources, ~~Ishizuka~~we have not adopted formal policies and procedures for the review, ~~Chief~~approval ~~Executive~~or ~~Officer~~ratification of transactions, ~~Chief~~such ~~Financial~~as ~~Officer~~those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

~~Dated: March~~Item ~~22,~~14. ~~2024~~Principal Accounting Fees and Services.

-Below is the aggregate amount of fees billed for 11professional -services rendered by our principal accountants with respect to our last two fiscal years.

		2024	2023
Audit fees	M&K CPAS, PLLC	$20,771	$23,030
Audit related fees		-	-
Tax fees		-	-
All other fees		-	-

Total		$20,771	$23,030

Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.

- 10 -

Table of Contents

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

1. Financial statements for our company are listed in the index under Item 8 of this document

2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description
3.1		Certificate of Incorporation (1)

3.1 (i)		Certificate of Amendment (2)

3.2		By-laws (1)

31		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)

32		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(1)	Filed as an exhibit to the Company's Registration Statement on Form S-1/A, as filed with the SEC on October 22, 2020, and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on June 21, 2021, and incorporated herein by this reference.
(3)	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Zentrum Holdings, Inc.

(Registrant)

By: /s/ Koichi Ishizuka

Koichi Ishizuka, Chief Executive Officer, Chief Financial Officer, Director

Dated: May 12, 2025

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

By: /s/ Koichi Ishizuka

Koichi Ishizuka, Chief Executive Officer, Chief Financial Officer, Director

Dated: May 12, 2025

- 11 -

Filing Compare · Zentrum Holdings, Inc.