true 2024 FY Yes --12-31 false false This Amendment No. 1 to the Annual Report on Form 10-K amends the Form 10-K originally filed with the Securities and Exchange Commission on May 12, 2025. The sole purpose of this amendment is to correct a clerical error in the date of the audit report included on page F2. No other changes have been made to the original filing. This Form 10-K/A speaks only as of the original filing date and does not reflect events occurring after May 12, 2025. 0001818152

 2023-06-30

 2025-05-12

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 AMENDMENT NO. 1

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

 FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2024

 OR

 [ ] 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 May 12, 2025, there were 20,000,000
shares of the Registrant's common stock, par value $0.0001 per share, issued and outstanding.

 - 1 -

 Explanatory Note: This Amendment No. 1 to the Annual Report
on Form 10-K (the "Form 10-K/A") amends the Form 10-K originally filed with the Securities and Exchange Commission on May
12, 2025. The sole purpose of this amendment is to correct a clerical error in the date of the audit report included on page F2. No
other changes have been made to the original filing. This Form 10-K/A speaks only as of the original filing date and does not reflect
events occurring after May 12, 2025.

 ZENTRUM
HOLDINGS, INC.

 PAGE

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 Selected Financial Data

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8

 Financial Statements and Supplementary Data

 F1-F8

 Item 9

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accounting Fees and Services

 Item 15

 Exhibits, Financial Statement Schedules

 Signatures

 - 2 -

 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.

 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.

 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 is a start-up stage company with a focus
on providing telecommunication services and products.

 Currently, we operate exclusively through our wholly
owned subsidiary, OFF Line Japan and share the same business plan as that of our wholly owned subsidiary.

 On January 15, 2021, Koichi Ishizuka, our sole officer
and director, entered into Stock Purchase Agreements with 64 Japanese shareholders. Pursuant to these agreements, Koichi Ishizuka sold
a total of 1,933,000 shares of our common stock to these individuals and received $193,300 as aggregate consideration. Each shareholder
paid $0.10 USD per share.

 The aforementioned sale of free trading shares was
conducted pursuant to the Company's effective S-1 Registration Statement deemed effective by the Securities and Exchange Commission
on October 29, 2020 at 4pm EST. As such, the shares sold were deemed freely transferable.

 On June 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." On June 16,
2021, we filed a Certificate of Amendment with the Delaware Secretary of State to change our name to Zentrum Holdings, Inc.

 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:

 Name of Purchaser

 Common Shares Purchased

 Price Paid Per Share ($)

 Total Approximate Amount Paid ($)

 Rei Ishizuka 1

 1,716,000

 171.60

 White Knight Co., Ltd. 2

 1,000,000

 100.00

 Eiichi Ueda

 251,000

 25.10

 Yuko Takeuchi

 600,000

 60.00

 Total

 3,567,000

 356.70

 1 Rei Ishizuka is the wife of Koichi Ishizuka. Koichi Ishizuka
is our controlling shareholder, sole officer, and only director.

 2 White Knight Co., Ltd. is owned and controlled by Koichi Ishizuka.
White Knight Co., Ltd. is a Japanese entity.

 In regards to all of the above transactions,
Koichi Ishizuka claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation
S") for the above 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), 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.

 Due to a clerical error, the Company failed to provide its transfer agent
with the necessary documentation to record the above sales of shares that occurred in May 2022. This issue has now been resolved, and
the transfer agent recorded the sales of shares on November 13, 2024.

 Overview

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

 The Company has elected December 31st as its fiscal
year end.

 Currently, we operate through our wholly owned subsidiary,
OFF Line Japan, "OFF Line Japan" which provides telecommunication services and related products.

 OFF Line Japan was incorporated under the laws of
Japan on June 13, 2018.

 Currently, OFF Line Japan is headquartered at 4-30-4F,
Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan. OFF Line Japan's office space is provided rent free by our Chief Executive Officer,
Koichi Ishizuka.

 Background of Operations

 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:

 - SNS system called "AirTalk"

 - AI Camera Service

 - Beacon Business

 - Kidnapping Prevention Device named "KID"

 - Drone Management System Development

 AirTalk

 AirTalk is a social networking 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 1, 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 taking 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.

 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 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.

 Another 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.

 Features

 - Communicate without an active internet or data connection
– great for people on limited data plans, when traveling, or if there's no internet connectivity in the area.

 - Integrated profile builder.

 - Send and receive messages with anybody using AirTalk
in a 100 m radius.

 - Users will be able to share AirTalk user messages
simultaneously via the local map and Twitter.

 Current status

 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.

 On January 1, 2020, OFF Line Japan Co., Ltd
entered into an agreement with Ueda Tsusho Ltd to administer "AirTalk", and to provide further development and maintenance
of "AirTalk" 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 full payment the following month. Any additional services not covered by the agreement
shall receive compensation determined on a case-by-case basis. The term of the agreement shall be from January 1, 2020 until December
31, 2020, with 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.'s sole responsibility is to provide ongoing maintenance.

 We have not 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 advertisement.
At this time, we cannot state with any level of specificity when we will solidify any monetization plans.

 AI Camera Service

 Our
AI camera service uses AI facial recognition to distinguish between and identify human faces. We seek to 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, 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.

 With our AI camera service, photographs could
be 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, could be placed in facility entrances, and when a relevant individual attempts to leave, the AI camera could identify
this person and dispatch a notification to the supervisor of the facility such as by email or using a siren. This would allow facility
staff to stop the individual from leaving.

 Features

 AI 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.

 Face recognition detects the movement of a
target person who may be wandering about when going out of the entrance/exit of a facility, and could alert the facility staff with a
warning sound or a detection alert. In addition, by utilizing the mobile notification function, it is possible to know the wandering behavior
of the target person trying to go out in real time even if there is no facility staff or manager nearby, so quick response and information
sharing are possible.

 Current status

 Currently, AI camera service's
host system is being further developed and improved by Ueda Tsusho Co., Ltd.

 On January 1, 2020, OFF Line
Japan Co., Ltd entered into an agreement with Ueda Tsusho Ltd to administer "AirTalk", and to provide further development
and maintenance of "AirTalk" 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 full payment the following month. Any additional services not covered by the
agreement shall receive compensation determined on a case by case basis. The term of the agreement shall be from January 1, 2020 until
December 31, 2020, with automatic (unless terminated) extension for additional year long periods. On January 1, 2023 the agreement was
automatically renewed for another twelve month period.

 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, which has yielded no results thus far. We may, if possible,
rely upon the personal and professional relationships of our sole Officer and Director in order to acquire future clients.

 Beacon Business

 Over the past two years we have sold "beacon
devices" that broadcast over a diameter of 900 m while using Bluetooth Low Energy (BLE) 4.0. Because this signal can be received
using a smartphone, it can be used to look after children and the elderly. It can also be used for the protection of objects, and therefore
to retrieve lost or dropped property.

 Subsequently, the Company completed development of
its BLE 5.0 device, known as "Blette," which is currently available for purchase on Amazon. However, beyond simply 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. There are no advertising campaigns, promotional efforts, or outreach initiatives currently
in place. As a result, sales are entirely passive and depend solely on potential customers discovering the product organically.

 Although Blette is a fully developed and functional
product, the Company's commercial activity related to it remains minimal and lacks any form of active market engagement. The 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.

 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 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 sole officer and director, Koichi Ishizuka.

 Drone Management System Development and
Entrusted System Development

 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.

 As of today, throughout the world drones lack
any kind of "registration plate" system. 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.

 The Japanese 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.

 As of the date of this report, development on the
drone management system remains ongoing.

 The below depicts the BLE 5.0, known as "Blette",
Android application:

 Item 1A. Risk Factors.

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

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 Cybersecurity Risk Management and Strategy

 We maintain basic processes to identify and manage
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.

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

 Governance

 Our management oversees cybersecurity risks.

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

 Item 2. Properties.

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

 Item 3. Legal Proceedings.

 From time to time, we may become party to litigation
or other 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.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 - 4 -

 Item 5. Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 We are not quoted or listed on any recognized exchange.

 Holders

 As of the date of this report, there were 69 shareholders
of record holding shares of our common stock, and 20,000,000 shares of common stock issued and outstanding. There are no shares of preferred
stock issued and outstanding.

 Dividends and Share Repurchases

 We have not paid any dividends to our shareholder.
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.

 Issuer Purchases of Equity Securities

 None.

 Equity Compensation Plan Information

 Not applicable.

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

 None.

 - 5 -

 Item 6. Selected Financial Data.

 Not applicable because the Company is a smaller reporting
company.

 Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations.

 Forward-Looking Statements

 Certain 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."

 These 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 expressions.

 Forward-looking 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.

 Liquidity and Capital Resources

 As of December 31, 2024 and 2023, we had cash and
cash equivalents in the amount of $827 and $3,549, respectively. 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.

 If we need 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.

 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,
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.

 Revenues

 For the year ended December 31, 2024 and 2023, we
generated revenues in the amount of $196 and $0, 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.

 Net Loss

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

 Cash flow

 For the year ended December 31, 2024 and 2023, cash
used in operating activities was $138,432 and $207,702, respectively. Negative cash flow resulted due to the fact that expense costs were
more than revenue.

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

 For the year ended December 31, 2024 and 2023, cash
provided by financing activities was $135,977 and $209,031, respectively. Financing activities were predominantly comprised of funds due
to a related party.

 Working capital

 As of December 31, 2024 and 2023, we had a working
deficit of $802,440 and $740,098, respectively.

 Going Concern

 The 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 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.

 Item 7A. Quantitative and Qualitative Disclosures
about Market Risk.

 As a "smaller reporting company", we are
not required to provide the information required by this Item.

 - 6 -

 Item 8. Financial Statements and Supplementary
Data.

 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

 - F1 -

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

Shareholders of Zentrum Holdings, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Zentrum Holdings, Inc. (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.

 Going Concern

 The accompanying consolidated financial statements
have 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.

 Basis for Opinion

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

 We conducted our audits in accordance with the
standards of the PCAOB. 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 audits 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.

 Critical Audit Matters

 The 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.

 Going Concern

 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.

 Auditing
management's 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.

 To evaluate
the appropriateness of the going concern, we examined and evaluate the financial information that was the initial cause along with management's
plans to mitigate the going concern and management's disclosure on going concern.

 /s/ M&K CPAS, PLLC

 We have served as the Company's auditor since 2019.

 The Woodlands, TX

 May 12, 2025

 - F2 -

 ZENTRUM HOLDINGS, INC.

 CONSOLIDATED BALANCE SHEETS

 31, 2024

 31, 2023

 ASSETS

 Current
 Assets

 Cash
 and cash equivalents

 $

 $

 3,549

 Accounts
 receivable, trade

 -

 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

 -

 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.

 - F3 -

 ZENTRUM HOLDINGS, INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS

 Year
 Ended

 Year
 Ended

 31, 2024

 31, 2023

 Revenues

 $

 -

 Cost
 of revenues

 -

 Gross
 profit

 -

 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

 $

 $

 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

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

 - F4 -

 ZENTRUM HOLDINGS, INC.

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 ADDITIONAL

 OTHER

 COMMON
 STOCK

 PAID
 IN

 COMPREHENSIVE

 ACCUMULATED

 NUMBER

 AMOUNT

 CAPITAL

 INCOME
 (LOSS)

 DEFICIT

 TOTALS

 Balance
 December 31, 2022

 $

 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

 $

 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

 $

 2,000

 $

 189,053

 $

 204,047

 $

 ( 1,197,540)

 $

 ( 802,440)

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

 - F5 -

 ZENTRUM HOLDINGS, INC.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 Year
 Ended

 Year
 Ended

 December 31, 2024

 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

 -

 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

 $

 $

 3,549

 NON-CASH
 TRANSACTIONS

 SUPPLEMENTAL
 DISCLOSURES OF CASH FLOW INFORMATION

 Interest
 paid

 $

 -

 $

 -

 Income
 taxes paid

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

 - F6 -

 ZENTRUM
HOLDINGS, INC.

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER
31, 2024 and 2023

 NOTE 1
- ORGANIZATION, DESCRIPTION OF BUSINESS

 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.

 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.

 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.

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

 The Company has elected December 31st as its fiscal
year end.

 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 PRINCIPLES OF CONSOLIDATION

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

 USE OF ESTIMATES

 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 PARTY TRANSACTION

 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 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.

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

 CASH EQUIVALENTS

 The Company considers all highly liquid investments
with maturities of 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.

 INVENTORY

 Inventory are primarily accounted for using the moving
average method, and are valued at the lower of cost or net realizable value. This valuation requires the Company to make judgments, based
on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to
product vendors, or liquidations, and expected recoverable values of each disposition category.

 ADVANCE PAYMENTS

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

 FOREIGN CURRENCY TRANSLATION

 The Company maintains 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.

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

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

 31, 2024

 31, 2023

 Current JPY: USD$1 exchange
 rate

 158.18

 141.83

 Average JPY: USD$1 exchange
 rate

 151.69

 140.67

 - F7 -

 COMPREHENSIVE INCOME OR LOSS

 ASC 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.

 REVENUE RECOGNITION AND DEFERRED REVENUE

 The Company adopted ASC 606 - Revenue from
contracts 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.

 The company sells the "Blette Stick",
an external antenna that can be attached to a mobile phone to extend the communication range of the Android application "Blette".
Prices are 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 collected in advance of product delivery are recorded as deferred revenue. The company recognizes revenue when the purchaser receives
the product.

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

 NET LOSS
PER COMMON SHARE

 Net income 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, 2024 and 2023.

 INCOME TAX

 The Company follows Section 740-10-30 of the FASB
Accounting Standards Codification, which requires recognition of deferred tax assets and 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 adopted section 740-10-25 of 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, the Company may recognize the tax benefit from an uncertain
tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based
on the technical merits of the position. The 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.

 Fair Value of Financial Instruments

 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.

 ASC 820, 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:

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

 - Level 2 - 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.

 - Level 3 - Inputs that are both significant to the
fair value measurement and unobservable.

 Fair value estimates discussed herein are based upon
certain market assumptions and pertinent information available to management as of December 31, 2024. 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, 2024, the Company had no financial instruments.

 RECENT ACCOUNTING PRONOUNCEMENTS

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

 NOTE 3
- GOING CONCERN

 The 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 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.

 NOTE 4
– SEGMENT INFORMATION

 The Company operates as a single reportable segment.
The Chief Executive Officer (CEO), who serves as the Chief Operating Decision Maker (CODM), manages and oversees the business as one
integrated operation.

 There are no significant differences in the Company's
products and services, customer base, or distribution channels, all of which are managed under a unified strategy.

 a.
 Description
 of the types of products from which the reportable segment derives its revenues

 As
a single reportable segment,
the Company generates revenue by selling the "Blette Stick" to users through the Amazon US website. The Blette software itself
is available for free download from Google Play; however, in order to use the software, users need an Android smartphone and a USB device
called the Blette Stick, which connects to the smartphone. The Blette Stick can be used semi-permanently unless it becomes damaged.

 b.
 Measure
 of segment profit or loss and assets.

 The accounting policies of the segment
are the same as those described in the summary of significant accounting policies. Decision maker assesses performance for the segment
and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The
measure of segment assets is reported on the balance sheet as total consolidated assets.

 c.
 How
 the decision maker uses the reported measure of segment profit or loss.

 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 company does not have intra-entity
sales or transfers.

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

 The company has one
reportable segment: The company derives revenue primarily in North America and manages the business activities on a consolidated basis.

 NOTE 5
- RELATED-PARTY TRANSACTIONS

 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, 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.

 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
Company rented office space and storage space from the Company's officer free of charge.

 NOTE 6
- SHAREHOLDER EQUITY

 Preferred Stock

 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.

 Common Stock

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

 The Company did not have any potentially dilutive
instruments as of December 31, 2024 and, thus, anti-dilution issues are not applicable.

 Pertinent Rights and Privileges

 Holders of shares of common 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.

 Additional paid-in capital

 For the period ended December 31, 2024, the Company
had imputed interest of $61,027.

 For the period ended December 31, 2023, the Company
had imputed interest of $50,599.

 NOTE 7
- INCOME TAXES

 The Company conducts its major businesses in Japan
and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to
examination by the local tax authority.

 National income tax in Japan is charged at 15% of
a company's assessable profit. The Company's subsidiary, OFF Line Japan, was incorporated in Japan and is subject to Japanese
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.

 OFF Line Japan's operation during the year
ended December 31, 2024 has resulted in a net taxable loss, as such OFF Line Japan was not subject to income tax for the year ended December
31, 2024. The effective income tax rate of OFF Line Japan is 0%.

 Zentrum Holdings, Inc., which acts as a holding company
on a non-consolidated basis, does not plan to engage any business activities and current or future loss will be fully allowed. For the
year ended December 31, 2024 and 2023, respectively, Zentrum Holdings, Inc., as a holding company registered in the state of Delaware,
has incurred net loss and, therefore, has no tax liability.

 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. Due to the change in ownership
provisions of the Tax Reform Act of 1986, net operating 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,

 2024

 2023

 Deferred tax asset, generated from net operating loss at statutory rates

 $

 251,483

 $

 208,268

 Valuation allowance

 (251,483)

 (208,268)

 $

 -

 $

 -

 The reconciliation of the effective income tax rate to the federal
statutory rate is as follows:

 Federal income tax rate

 21.0

 %

 Increase in valuation allowance

 (21.0

 %)

 Effective income tax rate

 0.0

 %

 NOTE 8
- ACCRUED EXPENSES

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

 NOTE 9 - SUBSEQUENT EVENTS

 None.

 - F8 -

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

 None.

 Item 9A. Controls and Procedures.

 Disclosure Controls and Procedures

 The Company has adopted and maintains disclosure
controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed
under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods
specified in the rules of the SEC. The Company's disclosure controls and procedures are also designed to ensure that such
information is accumulated and communicated to management to allow timely decisions regarding required disclosure. 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 Chief 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, 2024 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.

 Management's Report on Internal Control over Financial Reporting

 The Company's management, comprised solely
of Koichi Ishizuka, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in
Exchange Act Rule 13a-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, 2024, the Company's internal control over
financial reporting is ineffective based on those criteria.

 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.

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

 Management believes that the material weaknesses
did not have an effect on our financial results. However, management believes that the lack of 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.

 Management recognizes that its controls and procedures
would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking
to remediate this issue.

 Management's Remediation Initiatives

 In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are
available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee
resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal
controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 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.

 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.

 Changes in Internal Control

 There have been no changes in internal controls over the financial reporting
that occurred during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect our
internal controls over financial reporting.

 This annual report does not include an attestation 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.

 Item 9B. Other Information.

 None.

 - 7 -

 Item 10. Directors, Executive Officers and Corporate
Governance.

 Mr. Koichi Ishizuka, Age 54 - Chief Executive
Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer

 Background of Mr. Koichi Ishizuka

 Mr. Koichi 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.

 Presently, Mr. Ishizuka
holds the position 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 OFF 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 Chief Financial Officer and Director of Next Meats Holdings,
Inc., followed by his appointment as Chief Executive Officer on December 28, 2021. He continues to hold these positions to this day,
and additionally maintains a controlling interest in Next Meats Holdings, Inc. Additionally, he serves as the Chief Financial Officer
of Next Meats Co., Ltd., a Japanese alternative meat company and wholly owned subsidiary of Next Meats Holdings, Inc.

 Since its inception on April
14, 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.).

 Given Mr. Ishizuka's
extensive 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.

 As of the date of this filing, there has not been
any material 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.

 Employees

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

 Director's Term of Office

 Directors will hold office until the next annual
meeting 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.

 Corporate Governance

 The Company promotes accountability for adherence
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.

 In lieu of an Audit Committee, the Company's
Board of 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 and director review the Company's internal
accounting controls, practices and policies.

 Committees of 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
perform the functions of such committees.

 Audit Committee Financial Expert

 Our Board has determined that we do not have a board
member 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.

 We believe that our 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 that it is necessary to have an audit committee 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 Director who would qualify
as an " audit committee financial expert " would be overly costly and burdensome and is not warranted in our circumstances
given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

 Involvement in Certain Legal Proceedings

 Our sole officer and director has not been involved
in any of the following events during the past ten years:

 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 of Directors

 We 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.

 Code of Ethics

 We have not adopted a formal Code of Ethics. The
Board of Directors, consisting solely of Koichi Ishizuka, evaluated the business of the Company and the number of employees and determined
that since 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.

 Shareholder Proposals

 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.

 A shareholder who wishes to communicate with our
Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of
this Registration Statement.

 - 8 -

 Item 11. Executive Compensation.

 Summary Compensation Table

 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

 -

 -

 -

 -

 -

 -

 -

 -

 Summary of Compensation

 Stock Option Grants

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

 Employment Agreements

 We do not have an employment or consulting agreements
with any officer or director.

 Compensation Discussion and Analysis

 Director Compensation

 Our Board of Directors, 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.

 Executive Compensation Philosophy

 Our Board of Directors, consisting solely of Koichi
Ishizuka, determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the
right to pay our executive or any future executives a salary, and/or issue 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.

 Incentive Bonus

 The Board of Directors, consisting solely of Koichi
Ishizuka, may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board
of Directors believes such bonuses are in the Company's best interest, after analyzing our current business objectives and growth,
if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of
such executives.

 Long-term, Stock Based Compensation

 In 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.

 - 9 -

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

 As of May 12, 2025, 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.

 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
(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.

 Item 13. Certain Relationships and Related Transactions,
and Director Independence.

 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, 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.

 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
Company was provided office space and storage space from the Company's sole officer and director, Koichi Ishizuka, free of charge.

 Review, Approval and Ratification of Related Party
Transactions

 Given 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.

 Item 14. Principal Accounting Fees and Services.

 Below is the aggregate amount of fees billed for
professional 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 -

 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)

 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)

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 (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: June 11, 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: June 11, 2025

 - 11 -