false 2023 FY Yes --12-31 false 0001818152

 2023-06-30

 2024-03-22

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

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

 FOR
THE FISCAL YEAR ENDED December 31, 2023

 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

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

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

 [
] Yes [X] No

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

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

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

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.

 [
]

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

 Smaller reporting company

 Emerging growth company

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

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 22, 2024, 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

 PART
 I

 PAGE

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 PART
 II

 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

 PART
 III

 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

 PART
 IV

 Item 15

 Exhibits, Financial Statement Schedules

 Signatures

 -
2 -

 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.

 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.

 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.

 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.

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

 Overview

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

 The Company has elected December 31th 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, we have 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 until the user base of AirTalk
has increased.

 AI Camera Service

 Our AI camera service uses AI facial recognition
to distinguish between and identify human faces. We initially plan to release this service to institutions with the purpose of 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.

 With 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.

 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 the facility, and alerts 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. 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.

 Currently,
OFF 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.

 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 and is currently focused on the development of BLE 5.0. We cannot state with any level of certainty
when development of BLE 5.0 will conclude.

 OFF
Line Japan released a primitive version of BLE5.0 smartphone bases communication app on google store in March 2023. Development remains
ongoing.

 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
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 -

 PART
II

 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 65 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 Shar e 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, 2023 and 2022, we had cash and
cash equivalents in the amount of $3,549 and $2,384, 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.

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.

 Revenues

 For the year ended December 31, 2023 and 2022, we
generated revenues in the amount of $0 and $0, respectively. We expect to resume sales efforts when we have completed a revised and improved
version of Beacon 5.0 devices.

 Net Loss

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

 Cash flow

 For the year 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 that expense costs were
more than revenue.

 For the year ended December
31, 2023 and 2022, cash provided by investing activities was $0 and $0 respectively.

 For 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.

 Working capital

 As of December 31, 2023 and 2022, we had a working
deficit of $740,098 and $574,603 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, 2023 and 2022,
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, 2023 and
2022, 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

 March 22, 2024

 -
F2 -

 CONSOLIDATED
BALANCE SHEETS

 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.

 - F3 -

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 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

 $

 $

 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

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

 - F4 -

 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, 2021

 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

 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)

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

 - F5 -

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 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)

 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

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

 - F6 -

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 December 31, 2023 and 2022

 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.

 On January 15 th, 2021 Koichi Ishizuka,
our Sole Officer and Director entered into Stock Purchase Agreements with 64 Japanese shareholders. After these transactions, his ownership
decreased to approximately 90.3%.

 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.

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, 2023 and 2022.

 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

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:

 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

 - 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

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.

 Revenue is recognized when control of the promised
goods or service is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange
for those goods. We recognized the revenue at the time goods are shipped.

 For the year ended December 31, 2023 and 2022, we
generated revenues in the amount of $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, 2023 and 2022.

 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, 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.

 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 - RELATED-PARTY TRANSACTIONS

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.

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

ended December 31, 2023 and 2022, the Company rented office space and storage space from the Company's officer free of charge.

 NOTE
5 - 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, 2023 and 2022.

 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, 2023 and 2022.

did not have any potentially dilutive instruments as of December 31, 2023 and, thus, anti-dilution issues are not applicable.

 On November
22, 2020, 20,000,000 shares of common stock were issued to Koichi Ishizuka.

 Pertinent
Rights and Privileges

 Holders of sh ares
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, 2023, the Company had imputed interest of $50,599.

 For
the period ended December 31, 2022, the Company had imputed interest of $39,296.

 NOTE
6 - 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 Compa ny
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, 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. 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, 2023 and 2022, 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,

 2023

 2022

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

 $

 208,268

 $

 154,772

 Valuation allowance

 (208,268)

 (154,772)

 $

 -

 $

 -

 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
7 - ACCRUED EXPENSES

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

 NOTE
8 - SUBSEQUENT EVENTS

 None.

 -
F8 -

 Table

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

 None.

 Item
9A. Controls and Procedures.

 Disclosure
Controls and Procedures

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, 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.

 Management's Report on Internal
Control over Financial Reporting

 The Company's
management 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 2023, 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, 2023, 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 -

 Table

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Mr.
Koichi Ishizuka, Age 53 -
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 Dr. Foods, Inc. (formerly known as Catapult Solutions, 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, 2023, 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

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, 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 have 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.

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8 -

 Table

 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

 2022

 -

 -

 -

 -

 -

 -

 -

 -

 2023

 -

 -

 -

 -

 -

 -

 -

 -

 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 -

 Table

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

 As
of 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.

 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%

 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.

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.

 For the period
ended December 31, 2023 and 2022, the Company had imputed interest of $50,59 9 and $ 39,296.

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.

 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.

 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

 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

 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)

 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)

 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, 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:
March 22, 2024

 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:
March 22, 2024

 -
11 -