What changed in this filing

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Item 9A. Controls and Procedures

2022-04-15 compared with 2021-04-15 · 1339 added, 1195 removed, 654 unchanged (79% of the section changed)

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of Disclosure Controls and Procedures

review and evaluation was performed by the Company’s management, including the Company’s Chief Executive Officer (the

“CEO”) and Chief Financial Officer (the “CFO”), as of the end of the period covered by this annual report

on Form 10-K, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of

the end of the period covered by this annual report.

Based on that review and evaluation, the CEO and CFO have concluded that

as of December 31, 2020, disclosure controls and procedures were not effective at ensuring that the material information required

to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of

SEC rules and forms.

Management’s

review and evaluation was performed by the Company’s management, including the Company’s Chief Executive Officer (the “CEO”)

and Chief Financial Officer (the “CFO”), as of the end of the period covered by this annual report on Form 10-K, of the effectiveness

of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this annual

Based on that review and evaluation, the CEO and CFO have concluded that as of December 31, 2021, disclosure controls and procedures

were not effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed,

summarized and reported as required in the application of SEC rules and forms.

Report on Internal Controls over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is

defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a set of processes

designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with GAAP and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of

reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance

with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets

that could have a material effect on the financial statements.

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a set of processes designed by,

or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

GAAP and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of our assets;

reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with

GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

It should be noted

that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance

that the objectives of the system will be met.

Also, projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

CEO and CFO have evaluated the effectiveness of our internal control over financial reporting as described in Exchange Act Rules

13a-15(e) and 15d-15(e) as of the end of the period covered by this report based upon criteria established in “Internal

Control-Integrated Framework”

issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013

As a result of this evaluation, we concluded that our internal control

over financial reporting was not effective as of December 31, 2020, as described below.

assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified

the following material weaknesses:

It should be noted that

any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the

objectives of the system will be met.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

CEO and CFO have evaluated the effectiveness of our internal control over financial reporting as described in Exchange Act Rules 13a-15(e)

and 15d-15(e) as of the end of the period covered by this report based upon criteria established in “Internal Control-Integrated

Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

As a result of this

evaluation, we concluded that our internal control over financial reporting was not effective as of December 31, 2021, as described below.

assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the

following material weaknesses:

We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

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and monitoring of required internal controls and procedures.

are committed to improving the internal controls and will (1) consider using third party specialists to address shortfalls in

staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations

of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may

consider appointing additional outside directors and audit committee members in the future.

are committed to improving the internal controls and will (1) consider using third party specialists to address shortfalls in staffing

and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant

accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing additional

outside directors and audit committee members in the future.

have discussed the material weakness noted above with our independent registered public accounting firm.

Due to the nature of

these material weaknesses, there is a more than remote likelihood that misstatements which could be material to the annual or

interim financial statements could occur that would not be prevented or detected.

Due to the nature of these material

weaknesses, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements

could occur that would not be prevented or detected.

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting

firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

Management’s report was not subject to attestation by our independent registered public accounting firm

pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

in Internal Control over Financial Reporting

have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably

likely to materially affect, the Company’s internal controls over financial reporting.

have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably

likely to materially affect, the Company’s internal controls over financial reporting.

OTHER INFORMATION

BALANCE SHEET ARRANGEMENTS

have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk

support and credit risk support or other benefits.

have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support

and credit risk support or other benefits.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Also included is their principal occupation(s).

By-Laws provide for up to four directors.

All directors are elected annually by the stockholders to serve until the next annual

meeting of the stockholders and until their successors are duly elected and qualified.

provide for up to four directors.

All directors are elected annually by the stockholders to serve until the next annual meeting of the

stockholders and until their successors are duly elected and qualified.

Executive Officer and Interim Chief Financial Officer

Conway, the Chief Executive Officer and Interim Chief Financial Officer brings 20 years of proven success in marketing and

business development for both private and publicly traded companies.

Starting off in database management and sales for Venture

Direct on Madison Avenue, he crossed over to Wall Street first as a co-founder of Waypoint Capital Partners.

During this time,

he has overseen national sales, marketing, business and product development, national account customers, and new business relations

with international and US companies while creating awareness for public companies with many of the nation’s top public relations

From October 1, 2014, through August 31, 2019, Mr.

Conway, the Chief Executive Officer and Interim Chief Financial Officer brings 20 years of proven success in marketing and business

development for both private and publicly traded companies.

Starting off in database management and sales for Venture Direct on Madison

Avenue, he crossed over to Wall Street as a co-founder of Waypoint Capital Partners.

During this time, he was responsible for national

sales, marketing, business and product development, national account customers, and new business relations with international and US

companies while creating awareness for public companies with many of the nation’s top public relations firms.

From October 1, 2014,

through August 31, 2019, Mr.

Conway was the CEO, CFO and Director of Ngen Technologies, Inc.

Liberated Solutions, Inc.).

His relationships and experience with investment bankers, non-dilutive financing, and public relations

should be instrumental in moving the Company forward in the upcoming months.

(f/k/a/ Liberated Solutions, Inc.).

relationships and experience with investment bankers, non-dilutive financing, and public relations should be instrumental in moving the

Company forward.

Relationships

in Certain Legal Proceedings

director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed

in Item 401(f) of Regulation S-K in the past 10 years.

Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or

any committee performing a similar function.

director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in

Item 401(f) of Regulation S-K in the past 10 years.

Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee

performing a similar function.

The functions of those committees are being undertaken by our Board.

Because we do

not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any

benefits to our Company and could be considered more form than substance.

our relative size and lack of directors’

and officers’

insurance coverage, we do not anticipate that any of our stockholders

Because we do not have any independent

directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could

be considered more form than substance.

our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders

will make such a recommendation in the near future.

While there have been no nominations of additional directors proposed, in

the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.

with most small, early stage companies until such time as our Company further develops our business, achieves a revenue base and

has sufficient working capital to purchase directors’

and officers’

insurance, we do not have any immediate prospects

to attract independent directors.

When we are able to expand our Board to include one or more independent directors, we intend

to establish an audit committee of our Board of Directors.

It is our intention that one or more of these independent directors

will also qualify as an audit committee financial expert.

Our securities are not quoted on an exchange that has requirements that

a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring

that all or any portion of our Board of Directors include “independent”

directors, nor are we required to establish

or maintain an audit committee or other committee of our Board.

While there have been no nominations of additional directors proposed, in the event

such a proposal is made, all current members of our Board will participate in the consideration of director nominees.

with most small, early stage companies until such time as our Company further develops our business, achieves a revenue base and has

sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract

independent directors.

When we are able to expand our Board to include one or more independent directors, we intend to establish an audit

committee of our Board of Directors.

It is our intention that one or more of these independent directors will also qualify as an audit

committee financial expert.

Our securities are not quoted on an exchange that has requirements that a majority of our Board members be

independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board

of Directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee

of our Board.

adopted a Code of Ethics for Senior Financial Management to promote honest and ethical conduct and to deter wrongdoing.

applies to our Chief Executive Officer and Chief Financial Officer and other employees performing similar functions.

The obligations

of the Code of Ethics supplement, but do not replace, any other code of conduct or ethics policy applicable to our employees generally.

This Code applies

to our Chief Executive Officer and Chief Financial Officer and other employees performing similar functions.

The obligations of the Code

of Ethics supplement, but do not replace, any other code of conduct or ethics policy applicable to our employees generally.

the Code of Ethics, all members of the senior financial management shall:

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actual or apparent conflicts of interest between personal and professional relationships,

full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submits to, the

SEC and in other public communications by our company,

with rules and regulations of federal, state and local governments and other private and public regulatory agencies that effect

the conduct of our business and our financial reporting,

in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the

member’s independent judgment to be subordinated

full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submits to, the SEC and

in other public communications by our company,

with rules and regulations of federal, state and local governments and other private and public regulatory agencies that effect the

conduct of our business and our financial reporting,

in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the member’s

independent judgment to be subordinated

the confidentiality of information in the course of work, except when authorized or legally obtained to disclosure such information,

knowledge and maintain skills relevant to carrying out the member’s duties within our company,

promote ethical behavior as a responsible partner among peers and colleagues in the work environment and community,

responsible use of and control over all assets and resources of our company entrusted to the member, and

bring to the attention of the Chief Executive Officer any information concerning (a) significant deficiencies in the design

or operating of internal controls which could adversely affect to record, process, summarize and report financial data or

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in our financial

reporting or internal controls.

of the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements

of the NASDAQ Global Market.

The NASDAQ independence definition includes a series of objective tests, such as that the director

is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members

has engaged in various types of business dealings with us.

In addition, our Board has not made a subjective determination as to

each director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.

Had our Board of Directors made these determinations, our Board would have reviewed and discussed information provided by the

directors and us with regard to each director’s business and personal activities and relationships as they may relate to

us and our management.

bring to the attention of the Chief Executive Officer any information concerning (a) significant deficiencies in the design or operating

of internal controls which could adversely affect to record, process, summarize and report financial data or (b) any fraud, whether

or not material, that involves management or other employees who have a significant role in our financial reporting or internal controls.

of the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements of

the NASDAQ Global Market.

The NASDAQ independence definition includes a series of objective tests, such as that the director is not,

and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged

in various types of business dealings with us.

In addition, our Board has not made a subjective determination as to each director that

no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out

the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.

Had our Board of Directors

made these determinations, our Board would have reviewed and discussed information provided by the directors and us with regard to each

director’s business and personal activities and relationships as they may relate to us and our management.

performing the functions of the audit committee, our board oversees our accounting and financial reporting process.

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our board performs several functions.

Our board, among other duties, evaluates and assesses the qualifications of the Company’s

independent auditors;

determines whether to retain or terminate the existing independent auditors;

meets with the independent

auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis;

reviews and approves the retention of independent auditors for any non-audit services;

reviews the independence of the independent

reviews with the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness

of accounting and financial controls and considers recommendations for improvement of such controls;

reviews the financial statements

to be included in our annual and quarterly reports filed with the Securities and Exchange Commission;

and discusses with the Company’s

management and the independent auditors the results of the annual audit and the results of our quarterly financial statements.

board as a whole will consider executive officer compensation, and our entire board participates in the consideration of director

compensation.

Our board as a whole oversees our compensation policies, plans and programs, reviews and approves corporate performance

goals and objectives relevant to the compensation of our executive officers, if any, and administers our equity incentive and

stock option plans, if any.

meets with the independent auditors

and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis;

approves the retention of independent auditors for any non-audit services;

reviews the independence of the independent auditors;

with the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accounting

and financial controls and considers recommendations for improvement of such controls;

reviews the financial statements to be included

in our annual and quarterly reports filed with the Securities and Exchange Commission;

and discusses with the Company’s management

and the independent auditors the results of the annual audit and the results of our quarterly financial statements.

board as a whole will consider executive officer compensation, and our entire board participates in the consideration of director compensation.

Our board as a whole oversees our compensation policies, plans and programs, reviews and approves corporate performance goals and objectives

relevant to the compensation of our executive officers, if any, and administers our equity incentive and stock option plans, if any.

of our directors participates in the consideration of director nominees.

In addition to nominees recommended by directors, our

board will consider nominees recommended by shareholders if submitted in writing to our secretary.

Our board believes that any

candidate for director, whether recommended by shareholders or by the board, should be considered on the basis of all factors

relevant to our needs and the credentials of the candidate at the time the candidate is proposed.

Such factors include relevant

business and industry experience and demonstrated character and judgment.

In addition to nominees recommended by directors, our board

will consider nominees recommended by shareholders if submitted in writing to our secretary.

Our board believes that any candidate for

director, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs

and the credentials of the candidate at the time the candidate is proposed.

Such factors include relevant business and industry experience

and demonstrated character and judgment.

with Section 16(a) of the Securities Exchange Act of 1934

16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, persons who beneficially

own more than 10% of a registered class of the Company’s equity securities, and certain other persons to file reports of

ownership and changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms.

Company does not believe that all of its directors, executive officers and greater than 10% beneficial owners complied with all

such filing requirements during 2020.

16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, persons who beneficially

own more than 10% of a registered class of the Company’s equity securities, and certain other persons to file reports of ownership

and changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms.

The Company does not

believe that all of its directors, executive officers and greater than 10% beneficial owners complied with all such filing requirements

EXECUTIVE COMPENSATION

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at December 31, 2021, and 2020, whose compensation exceed $100,000;

to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving

as an executive officer at December 31, 2020.

Compensation information is shown for the fiscal years ended December 31, 2020,

to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as

an executive officer at December 31, 2021.

Compensation information is shown for the fiscal years ended December 31, 2021, and 2020:

Principal Position

Brian P Conway (1)

Catherine Chis (2)

On February 28, 2020, Mr.

Conway was appointed as the Company’s Chief Executive Officer.

Chis has been the CEO 0f PCTI since 2018.

Conway was appointed as the Company’s Chief Executive Officer.

Chis was the CEO of PCTI from 2018 until her resignation in July 2021.

OPTION GRANTS

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EMPLOYMENT AGREEMENTS

February 28, 2020, the Company and Mr.

Conway entered into an employment agreement (the “Employment Agreement”).

to the terms of the Employment Agreement, Mr.

Conway is to receive an annual salary of $120,000, payable monthly.

Additionally,

within ten (10) days of the Employment Agreement, the Company will issue Mr.

Conway 2,500 shares of the Company’s Series

C Preferred Stock.

Conway is employed on the six-month anniversary of the Employment Agreement, the Company will issue

Conway 1,333 shares of Series D Preferred Stock and 500 shares of Series E Preferred Stock.

The shares of Series D and E were

issued to Mr.

Conway on August 28, 2020.

than the foregoing, at this time, we do not have any written employment agreement or other formal compensation agreements with

our officers and directors.

Compensation arrangements are the subject of ongoing development and we will make appropriate additional

disclosures as they are further developed and formalized.

July 10, 2020, pursuant to the PCTI transaction, the Company assumed an employment contract entered into on February 28, 2020, between

the Company and Mr.

Conway (the “Employment Agreement”).

Pursuant to the terms of the Employment Agreement, Mr.

Conway received

an initial annual salary of $120,000, for his position of CEO of the Company, payable monthly.

Conway was also issued 2,500 shares

of Series C Preferred Stock.

The Company valued the shares at $5,000.

On August 28, 2020, Mr.

Conway was issued 1,333 shares of Series

D Preferred stock and 500 shares of series E Preferred Stock.

At the time of issuance the aggregate shares of Series D Preferred Stock

in its entirety, is convertible into three times the number of shares of common stock outstanding at the time of conversion.

28, 2020, Mr.

Conway owned 6.67% of the issued and outstanding Series D Preferred Stock, and based on the 3,107,037,634 shares outstanding

on August 28, 2020, Mr.

Conway’s Preferred Stock was convertible into 621,253,401 shares of common stock.

Based on the share price

of the common stock on that date of $0.0065, the shares were valued at $4,286,648 and recognized as compensation during the year ended

December 31, 2020.

January 1, 2021, Mr.

Conway’s compensation is $20,000 per month, and on September 1, 2021, Mr.

Conway began receiving $10,000 per

month from Ozop Capital.

than the foregoing, at this time, we do not have any written employment agreement or other formal compensation agreements with our officers

and directors.

Compensation arrangements are the subject of ongoing development and we will make appropriate additional disclosures as

they are further developed and formalized.

Compensation Policies

have not compensated our directors for their service on our Board from our inception through fiscal 2020.

There are no arrangements

currently in place pursuant to which directors will be compensated in the future for any services provided as a director.

There are no arrangements currently

in place pursuant to which directors will be compensated in the future for any services provided as a director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table shows the beneficial ownership of the Company’s shares as of April 14, 2021, (unless otherwise noted) by

(i) each person known by the Company to own beneficially more than 5% of the outstanding shares, (ii) each director and director

nominee of the Company, (iii) each executive officer of the Company named in the Summary Compensation Table (the “Named

Executive Officers”

or “NEOs”), and (iv) all executive officers and directors of the Company as a group.

table includes shares that may be acquired within 60 days of April 14, 2021, upon the exercise of stock options by employees or

outside directors and shares of restricted stock.

otherwise indicated, each of the persons or entities listed below exercises sole voting and dispositive power over the shares

that each of them beneficially owns.

the beneficial ownership of the stockholders owning 5% or more of the shares, the Company relied on publicly available filings

and representations of the stockholders.

following table shows the beneficial ownership of the Company’s shares as of April 14, 2022, (unless otherwise noted) by (i) each

person known by the Company to own beneficially more than 5% of the outstanding shares, (ii) each director and director nominee of the

Company, (iii) each executive officer of the Company named in the Summary Compensation Table (the “Named Executive Officers”

or “NEOs”), and (iv) all executive officers and directors of the Company as a group.

The table includes shares that may be

acquired within 60 days of April 14, 2022, upon the exercise of stock options by employees or outside directors and shares of restricted

otherwise indicated, each of the persons or entities listed below exercises sole voting and dispositive power over the shares that each

of them beneficially owns.

the beneficial ownership of the stockholders owning 5% or more of the shares, the Company relied on publicly available filings and representations

of the stockholders.

Name and Title:

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Brian P Conway, CEO and Director (2)

Series C Preferred Stock

Series D Preferred Stock

Catherine Chis, 5% shareholder (3)

2,022,410,243

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Series D Preferred Stock

Percentages are based on 4,452,523,933 shares of the Company’s common stock, 50,000 shares of Series C Preferred Stock and

Percentages are based on 4,622,362,997 shares of the Company’s common stock, 2,500 shares of Series C Preferred Stock and 1,334

shares of Series D Preferred stock issued and outstanding as of April 14, 2022.

The voting rights associated with the Series

C Preferred Stock in the aggregate are equal to 67% of the total vote.

The voting rights associated with the Series C Preferred

Stock in the aggregate are equal to 67% of the total vote.

Series C Preferred Stock has no conversion rights.

D Preferred Stock has no voting rights and has conversion rights equal to in the aggregate three (3) times the issued and outstanding

shares of common stock on the date of conversion.

The holders as a group may, at any time convert all of the issued and outstanding

shares of the Series D Preferred Stock.

Any holder may, at any

time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable

shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date

of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock multiplied

by the number of Series D shares being converted.

Series D Preferred Stock has no voting rights.

Includes 1,333 shares of Series D Preferred Stock convertible into 2,022,410,243 shares of common stock.

Includes 18,667 shares of Series D Preferred Stock that is convertible into 12,467,289,639 shares of common stock.

Certain Relationships and Related Transactions

the years ended December 31, 2021, and 2020, the Company recorded expenses to its officers in the following amounts:

President, subsidiary

of December 31, 2020, and 2019, included in related party payable is $9,120 and $27,909, respectively, for the amounts owed the

CEO, parent- Series E Preferred Stock

CEO, parent- Series D Preferred Stock

President, subsidiary (resigned July 2021)

of December 31, 2020, included in related party payable is $9,120 for the amount owed the former CEO of PCTI.

Principal Accountant Fees and Services

following is a summary of the fees billed to us by Prager Metis CPAs LLC, our independent registered public accounting firm, for

professional services rendered for the fiscal years ended December 31, 2020, and 2019.

Fees are fees paid for professional services rendered for the audit of the Company’s annual consolidated financial statements,

reviews of the Company’s interim consolidated financial statements and statutory audit requirements at certain non-U.S.

following is a summary of the fees billed to us by Prager Metis CPAs LLC, our independent registered public accounting firm, for professional

services rendered for the fiscal years ended December 31, 2021, and 2020.

Fees are fees paid for professional services rendered for the audit of the Company’s annual consolidated financial statements,

reviews of the Company’s interim consolidated financial statements and statutory audit requirements at certain non-U.S.

Exhibits, Financial Statement Schedules

financial statements and Reports of Independent Registered Public Accounting Firms are listed in the “Index to Financial

Statements and Schedules”

on page F-1 and included on pages F-2 to F-30.

financial statements and Reports of Independent Registered Public Accounting Firms are listed in the “Index to Financial Statements

and Schedules” on page F-1 and included on pages F-2 to F-30.

Statement Schedules

schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the

“Commission”) are either not required under the related instructions, are not applicable (and therefore have been

omitted), or the required disclosures are contained in the financial statements included herein.

schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”)

are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures

are contained in the financial statements included herein.

(including those incorporated by reference).

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and Denis Razvodovskij (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on April 19, 2018).

Stock Purchase Agreement dated June 26, 2020, by and among Ozop Surgical Corp., Power Conversion Technologies, Inc.

and Catherine Chis (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 29, 2020).

Merger Agreement and Plan of Merger between Ozop Surgical Corp.

and Ozop Surgical Name Change Subsidiary, Inc.

(Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on November 13, 2020).

Articles of Incorporation (Incorporated by reference to our General Form for Registration of Securities on Form S-1 filed on August 1, 2016)

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(Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on October 31, 2019).

Share Redemption Agreement dated April 13, 2018, by and between Newmarkt Corp.

and Denis Razvodovskij (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on April 19, 2018).

Equity Transfer Agreement entered into among Zhao Zhen Rong, Sun Gui Ying and OZOP (Guangdong) Medical Technology Co., Ltd.

dated July 23, 2018 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on July 25, 2018).

Intellectual Property Portfolio License Agreement dated February 1, 2018 by and between Loubert S.

Suddaby, MD and Spinus, LLC.

(Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 20, 2018).

Amended and Restated Equity Transfer Agreement entered into among Zhao Zhen Rong, Sun Gui Ying and OZOP (Guangdong) Medical Technology Co., Ltd.

dated September 27, 2018.

(Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on September 28, 2018).

Consulting Agreement entered into between Ozop Surgical Corp and Thomas J.

McLeer dated October 1, 2018.

(Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on October 3, 2018).

Consulting Agreement entered into between Ozop Surgical Corp.

and Draper Inc.

dated October 19, 2018.

(Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on October 24, 2018).

October 24, 2018, consulting agreement with Jeffrey Patchen.

(Incorporated by reference to Exhibit 10.12 of the Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed on November 14, 2018).

Agreement of Understanding between Ozop Surgical Corp.

and Eric Sui dated February 27, 2019.

(Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on March 6, 2019).

Separation Agreement between Ozop Surgical Corp.

and Salman J.

Chaudhry dated March 4, 2019.

(Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on March 6, 2019).

Investment Banking Engagement Agreement between Ozop Surgical Corp.

and Newbridge Securities Corporation dated March 24, 2019.

(Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on March 28, 2019).

Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on December 30, 2020, (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on December 31, 2019).

Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on January 21, 2020.

(Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on February 7, 2020).

Amended and Restated Certificate of Designation of Series C Preferred Stock.

(Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on February 5, 2020).

Amendment to Certificate of Designation of Series C Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on July 10, 2020).

Certificate of Designation of Series D Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on July 10, 2020).

Certificate of Designation of Series E Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed on July 10, 2020).

Articles of Incorporation of Ozop Surgical Name Change Subsidiary, Inc.

(Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on November 13, 2020).

Articles of Merger between Ozop Surgical Corp.

and Ozop Surgical Name Change Subsidiary, Inc.

(Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on November 13, 2020).

Amended and Restated Certificate of Designation Series D Preferred Stock dated July 27, 2021 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on August 2, 2021).

Advisory agreement between Ozop Capital and RMA dated September 1, 2021 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on September 2, 2021)

Binding Letter of Intent dated February 28, 2020, by and between Ozop Surgical Corp.

and Power Conversion Technologies, Inc, and Catherine Chis, (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on February 28, 2020).

Employment Agreement dated February 28, 2020, by and between Ozop Surgical Corp.

and Brian Conway, (Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on February 28, 2020).

Certification of Chief Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Instance Document

Taxonomy Extension Schema Document

XBRL Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

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Taxonomy Extension Presentation Linkbase Document

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

Filed herewith.

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FORM 10-K SUMMARY

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.

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.

Energy Solutions, Inc.

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

and Chief Executive Officer (principal executive officer)

ENERGY SOLUTIONS, INC.

Reports of Independent Registered Public Accounting Firms

FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB ID # 237 )

Balance Sheets as of December 31, 2021 and 2020

Statements of Comprehensive Loss for the years ended December 31, 2021 and 2020

Statements of Stockholders’

Deficit as of December 31, 2020 and 2019

Statements of Stockholders’ Deficit as of December 31, 2021 and 2020

Statements of Cash Flows for the years ended December 31, 2021 and 2020

Notes to Financial Statements

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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have audited the accompanying consolidated balance sheets of Ozop Energy Solutions, Inc.

(formerly known as Ozop Surgical Corp).

(the Company) as of December 31, 2020, and the related consolidated statements of comprehensive loss, stockholders’

(deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020,

in conformity with accounting principles generally accepted in the United States of America.

(the Company) as of December 31, 2021, and 2020,

and the related consolidated statements of comprehensive loss, stockholders’ equity (deficit), and cash flows for the years then

ended, and the related notes (collectively referred to as 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, 2021, and 2020, and the

results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in

the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the consolidated financial statements, As of December 31, 2020, the Company

had an accumulated deficit of $21,793,375 and a working capital deficit of $4,604,189.

In addition, the Company has generated

losses since inception .

These factors, among others, raise substantial doubt regarding the Company’s ability to continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 2 to the accompanying financial

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated 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.

As described in

Note 3 to the consolidated financial statements, As of December 31, 2021, the Company had an accumulated deficit of $217,326,611 and

a working capital deficit of $28,225,908 (including derivative liabilities of $20,966,701).

As of December 31, 2021, the Company was

in default of $1,973,847 and accrued interest on debt instruments due to non-payment upon maturity dates, and subsequent to December

31, 2021, an additional $13,310,000 and accrued interest on debt instruments also were in default status due to non-payment upon

maturity dates.

These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going

Management’s plans in regard to these matters are also described in Note 2 to the accompanying financial statements.

The accompanying financial statements do not include any adjustments that might result from the outcome of this

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated 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.

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

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated 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.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated 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.

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.

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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 consolidated 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

consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Prager Metis CPA’s LLC

have served as the Company’s auditor since 2018

Report of Indepen dent

Registered Public Accounting Firm

the Board of Directors and

of Power Conversion Technologies, Inc.

on the Financial Statements

have audited the accompanying balance sheets of Power Conversion Technologies, Inc.

(an S-Corporation) as of December 31, 2019,

and the related statements of operations and retained earnings (deficit) and cash flows for the year then ended.

In our opinion,

these financial statements present fairly, in all material respects, the financial position of Power Conversion Technologies,

as of December 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with

accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the financial statements, the Company has incurred net losses for several consecutive years, and as of December 31,

2019 they have a stockholder’s deficit of $1,233,433, and a working capital deficit of $1,248,632.

These conditions raise

substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these

financial statements based on our audit.

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 Power Conversion Technologies,

in accordance with the U.S.

federal securities laws and applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

Power Conversion Technologies, Inc.

is not required to have, nor were we engaged to perform, an audit of its internal

control over financial reporting.

As part of our audit, 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.

audit 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

supporting the amounts and disclosures in the financial statements.

regarding the amounts and disclosures in the consolidated 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.

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2020.

Backa Alfera and Company, LLC

Audit Matters

critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

Prager Metis CPA’s LLC

have served as the Company’s auditor since 2018

ENERGY SOLUTIONS, INC.

(formerly known as Ozop Surgical Corp.)

BALANCE SHEET

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Accounts receivable

Vendor deposits

Total Current Assets

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Property and equipment, net

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities

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Deferred liability

Current portion of deferred revenues

Derivative liabilities

Operating lease liability, current portion

Current portion of deferred revenues

Total Current Liabilities

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TOTAL LIABILITIES

Stockholders’

COMMITMENTS AND CONTINGENCIES

Stockholders’ Equity (Deficit)

Preferred stock ( 10,000,000 shares authorized, par value $ 0.001 )

Series C Preferred Stock (50,000 shares authorized and 50,000 (2020) and 47,500

(2019) issued and outstanding, par value $0.001)

Series D Preferred Stock (20,000 shares authorized and 20,000 (2020) and 18,667

(2019) issued and outstanding, par value $0.001)

Series E Preferred Stock (3,000 shares authorized and 1,000 (2020) and 500 (2019)

issued and outstanding, par value $0.001)

Series C Preferred Stock ( 50,000 shares authorized and 2,500 (2021) and 50,000 (2020) shares issued and outstanding, par value $ 0.001 )

Series D Preferred Stock ( 4,570 (2021) and 20,000 (2020) shares authorized and 1,334 (2021) and 20,000 (2020) shares issued and outstanding, par value $ 0.001 )

Series E Preferred Stock ( 3,000 shares authorized, - 0 - (2021) and 1,000 (2020) issued and outstanding, par value $ 0.001 )

Preferred stock Value

Common stock ( 4,990,000,000 shares authorized par value $ 0.001 ;

3,397,958,292

4,617,362,997 (2021) and 3,397,958,292 (2020) shares issued and outstanding)

Common stock to be issued;

637,755 shares as of December 31, 2021

Additional paid in capital

Treasury Stock

( 11,249,934 )

Accumulated Deficit

( 217,326,611 )

Accumulated comprehensive gain

Total Stockholders’

Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

( 22,278,665 )

Accumulated comprehensive loss

Total Ozop Energy Systems, Inc.

stockholders’ equity (deficit)

( 27,494,318 )

( 6,349,710 )

Noncontrolling interest

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

( 27,749,423 )

( 6,349,710 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

notes to consolidated financial statements.

ENERGY SOLUTIONS, INC.

(formerly known as Ozop Surgical Corp.)

STATEMENT OF COMPREHENSIVE LOSS

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For the Year Ended December 31,

Cost of goods sold

Gross profit (loss)

Operating expenses:

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( 12,801,749 )

( 17,578,353 )

Other (income) expenses:

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Loss on change in fair value of derivatives

Gain on extinguishment of debt

Total Other Expenses

Loss before income taxes

(Gain) loss on extinguishment of debt

Debt restructure expense

Total Other (Income) Expenses

Income (loss) before income taxes

( 195,303,051 )

( 20,968,243 )

Income tax provision

Net Income (loss)

( 195,303,051 )

( 20,968,243 )

net loss attributable to noncontrolling interest

Net loss attributable to Ozop Energy Solutions, Inc.

$ ( 195,047,946 )

$ ( 20,968,243 )

Other comprehensive loss:

Foreign currency translation adjustment

Comprehensive loss

Comprehensive income (loss)

( 195,303,051 )

Loss per share basic and fully diluted

( 20,968,250 )

comprehensive loss attributable to noncontrolling interest

Comprehensive loss attributable to Ozop Energy Solutions, Inc.

$ ( 195,047,946 )

$ ( 20,968,250 )

Income (loss) per share basic and fully diluted

Weighted average shares outstanding

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4,442,045,075

1,110,673,228

notes to consolidated financial statements.

ENERGY SOLUTIONS, INC.

(formerly known as Ozop Surgical Corp.)

STATEMENT OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

ENDED DECEMBER 31, 2021

C Preferred Stock

D Preferred Stock

E Preferred Stock

comprehensive

Stockholders’

January 1, 2020

Common stock to be issued

Series C Preferred Stock

Series D Preferred Stock

Series E Preferred Stock

Accumulated Comprehensive

Additional Paid-in

Noncontrolling

Total Stockholders’ Equity

Balances January 1, 2021

3,397,958,292

$ ( 22,278,665 )

merger transaction

$ ( 6,349,710 )

issued for conversions of note and interest payable

Shares issued for conversions of notes and interest payable

Shares issued upon cashless exercise of warrants

Issuance of Series E Preferred Stock

Redemption of Series E Preferred Stock

( 4,999,995 )

issued in connection of issuance of debt

issued upon cashless exercise of warrants

issued pursuant to CEO contract

currency translation adjustment

( 5,000,000 )

Shares issued and to be issued for fees and services

Shares issued for lease agreement

Shares issued for debt restructure

Purchase of Series C and Series D stock for Treasury

( 11,249,934 )

December 31, 2020

( 11,250,000 )

Sale of Series D Preferred Stock and warrants

Foreign currency translation adjustment

( 195,047,946 )

( 195,303,051 )

Balances December 31, 2021

4,617,362,977

$ ( 11,249,934 )

$ 196,464,222

$ ( 217,326,611 )

$ ( 255,105 )

$ ( 27,749,423 )

ENERGY SOLUTIONS, INC.

(formerly known as Ozop Surgical Corp.)

STATEMENT OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

ENDED DECEMBER 31, 2020

C Preferred Stock

D Preferred Stock

E Preferred Stock

comprehensive

Stockholders’

January 1, 2019

December 31, 2019

Common stock to be issued

Series C Preferred Stock

Series D Preferred Stock

Series E Preferred Stock

Accumulated Comprehensive

Additional Paid-in

Noncontrolling

Total Stockholders’ Equity

Balances January 1, 2020

$ ( 1,310,422 )

$ ( 1,233,434 )

$ ( 1,310,422 )

$ ( 1,233,434 )

Reverse merger transaction

1,851,930,729

( 1,033,489 )

Shares issued for conversions of note and interest payable

1,411,815,206

Shares issued upon cashless exercise of warrants

Warrants issued in connection with issuance of debt

Shares issued pursuant to CEO contract

Foreign currency translation adjustment

( 20,968,243 )

Balances December 31, 2020

3,397,958,292

$ ( 22,278,665 )

$ ( 6,349,710 )

3,397,958,292

$ ( 22,278,665 )

$ ( 6,349,710 )

notes to consolidated financial statements.

ENERGY SOLUTIONS, INC.

(formerly known as Ozop Surgical Corp.)

STATEMENT OF CASH FLOWS

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$ ( 195,303,051 )

$ ( 20,968,243 )

Adjustments to reconcile net loss to net cash used in operations

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Amortization and depreciation

Impairment of intangible assets

Debt restructure expense

Loss on fair value change of derivatives

Gain on extinguishment of debt

Loss (gain) on extinguishment of debt

Stock compensation expense

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Accounts receivable

( 1,298,934 )

Prepaid expenses

Vendor deposits

Accounts payable and accrued expenses

Related party liabilities

Deferred revenue

Operating lease liabilities

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Net cash used in operating activities

( 6,368,006 )

( 1,811,816 )

Cash flows from investing activities:

Cash acquired in acquisition

Advances from affiliate

Purchase of office and computer equipment

Proceeds received on deferred liability

Net cash provided by investing activities

Net cash used in (provided by) investing activities

Cash flows from financing activities:

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Proceeds from issuances of notes payable

Proceeds from sale of Series D preferred stock and warrants

Proceeds from Payroll Protection Program

Proceeds from Economic Disaster Loan

Proceeds received on deferred liability

Proceeds from shareholders

Payments to shareholders

Payments of principal of convertible note payable and

notes payable

Payments of principal of convertible note payable and notes payable

Redemption of Series E Preferred Stock

( 5,000,000 )

Redemption of Series C and Series D Preferred Stock

( 11,250,000 )

Advance from affiliate

Net cash provided by financing activities

Effects of exchange rate on cash

Net increase (decrease) in cash

Cash, Beginning of period

Cash, End of period

Net increase in cash

Cash, Beginning of year

Cash, End of year

Supplemental disclosure of cash flow information:

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Schedule of non-cash Investing or Financing Activity:

Original issue discount included in convertible notes

Issuance of common stock upon convertible note and accrued

interest conversion

Original issue discount included in notes payable

Issuance of common stock upon convertible note and accrued interest conversion

Operating lease right-of-use assets and liabilities

Acquisition of Ozop Surgical Corp

Fair value of equity consideration in acquisition

Liabilities assumed

Assets acquired

Intangible assets

(11,201,145 )

Cash acquired

Issuance of common stock and preferred stock for consulting fees and compensation

Issuance of common stock for lease agreement

Issuance of common stock for debt restructuring

notes to consolidated financial statements.

ENERGY SOLUTIONS, INC.

(formerly known as Ozop Surgical Corp.)

to Consolidated Financial Statements

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Energy Solutions, Inc.

Company,”

“we,”

“us”

or “our”) was originally incorporated

(the” Company,” “we,” “us” or “our”) was originally incorporated

as Newmarkt Corp.

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October 29, 2020, the Company formed a new wholly owned subsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation

(“Merger Sub”).

The Merger Sub was formed under the Nevada Revised Statutes for the sole purpose and effect of changing the

Company’s name to “Ozop Energy Solutions, Inc.”

That same day the Company entered into an Agreement and Plan of Merger

(the “Merger Agreement”) with the Merger Sub and filed Articles of Merger (the “Articles of Merger”) with the

Company’s name to “Ozop Energy Solutions, Inc.” That same day the Company entered into an Agreement and Plan of Merger

(the “Merger Agreement”) with the Merger Sub and filed Articles of Merger (the “Articles of Merger”) with the

Nevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020.

by the Section 92.A.180 of the Nevada Revised Statutes, the sole purpose and effect of the filing of Articles of Merger was to change

the name of the Company from Ozop Surgical Corp to “Ozop Energy Solutions, Inc.”

December 11, 2020, the Company formed Ozop Energy Systems, Inc.

(“OES”), a Nevada corporation and a wholly owned subsidiary

of the Company.

OES was formed to be a manufacturer and distributor of renewable energy products.

August 19, 2021, the Company formed Ozop Capital Partners, Inc.

(“Ozop Capital”), a Delaware corporation.

The Company is

the majority shareholder of Ozop Capital with PJN Holdings LLC (“PJN”), a New York limited liability company, being the minority

Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital.

October 29, 2021, EV Insurance Company, Inc.

(“EVCO”) was formed as a captive insurance company in the State of Delaware.

EVCO is a wholly owned subsidiary of Ozop Capital.

On January 7, 2022, EVCO filed with New Castle County, Delaware DBA OZOP Plus.

Purchase Agreement

July 10, 2020, the Company entered into a Stock Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc.,

a Pennsylvania corporation (“PCTI”), and Catherine Chis (“Chis”), PCTI’s Chief Executive Officer (“CEO”)

July 10, 2020, the Company entered into a Stock Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc.,

a Pennsylvania corporation (“PCTI”), and Catherine Chis (“Chis”), PCTI’s Chief Executive Officer (“CEO”)

and its sole shareholder.

Under the terms of the SPA, the Company acquired one thousand ( 1,000 ) shares of PCTI, which represents all

of the outstanding shares of PCTI, from Chis in exchange for the issuance of 47,500 shares of the Company’s Series C Preferred

Stock, 18,667 shares of the Company’s Series D Preferred Stock, and 500 shares of the Company’s Series E Preferred Stock

The Acquisition is being accounted for as a business combination and was treated as a reverse acquisition for accounting purposes

of the outstanding shares of PCTI, from Chis in exchange for the issuance of 47,500 shares of the Company’s Series C Preferred

Stock, 18,667 shares of the Company’s Series D Preferred Stock, and 500 shares of the Company’s Series E Preferred Stock

The Acquisition was accounted for as a business combination and was treated as a reverse acquisition for accounting purposes

with PCTI as the accounting acquirer in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic

805, Business Combinations (“ASC 805”).

In accordance with the accounting treatment for a reverse acquisition, the Company’s

805, Business Combinations (“ASC 805”).

In accordance with the accounting treatment for a reverse acquisition, the Company’s

historical financial statements prior to the reverse merger were and will be replaced with the historical financial statements of PCTI

prior to the reverse merger, in all future filings with the U.S.

Securities and Exchange Commission (the “SEC”).

The consolidated

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mission critical defense systems.

Customers include the United States military, other global military organizations and many of the world’s

largest industrial manufacturers.

All of its products are manufactured in the United States.

Because of the Company’s product scope

and the high-power niche that their products occupy, the Company is aggressively targeting the rapidly growing renewable and energy storage

The Company’s mission is to be a global leader for high power electronics with a standard of continued innovation.

Company utilized the Option Pricing Method (the “OPM”) to value the transaction.

Customers include the United States military and other global military organizations.

All of its products

are manufactured in the United States.

Because of the Company’s product scope and the high-power niche that their products occupy,

the Company is targeting the rapidly growing renewable and energy storage markets.

The Company’s mission is to be a global leader

for high power electronics with a standard of continued innovation.

Company utilized the Option Pricing Method (the “OPM”) to value the transaction.

The OPM method treats all equity linked

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The timing of a liquidity event is required to utilize this method.

The OPM considers the various terms of the stockholder agreements—including

the level of seniority among the securities, dividend policy, conversion ratios, and cash allocations—upon liquidation of the enterprise.

The OPM considers the various terms of the stockholder agreements—including

the level of seniority among the securities, dividend policy, conversion ratios, and cash allocations—upon liquidation of the enterprise.

In addition, the method implicitly considers the effect of the liquidation preference as of the future liquidation date, not as of the

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allocation of the fair value of assets acquired and liabilities assumed in the transaction.

Purchase Price Allocation

SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

Fair value of OZOP equity consideration issued

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( 11,612,618 )

Total purchase price

Company reviews the goodwill allocated to each of our reporting units for possible impairment annually and whenever events or changes

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Pursuant to that review, management has determined that the goodwill

arising from the above transaction has been impaired and accordingly $11,201,145 has been recorded as an impairment expense for the year

ended December 31, 2020.

in the audited Consolidated Statements of Comprehensive Loss for the year ended December 31, 2020, are the results of Ozop, the accounting

acquiree, of revenues of $-0- and a loss before income taxes of $7,782,364.The following table provides unaudited pro forma results of

operations for the years ended December 31, 2020, and 2019, as if the acquisition had been consummated as of the beginning of that period

The pro forma results include the effect of certain purchase accounting adjustments, such as the estimated changes in depreciation

and amortization expense on the acquired intangible assets.

However, pro forma results do not include any anticipated cost savings (if

any) of the combined companies.

Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred

on the date indicated, or which may occur in the future.

Unaudited pro forma results year ended December 31, 2020

Unaudited pro forma results year ended December 31, 2019

Loss before income taxes

arising from the above transaction has been impaired and accordingly $ 11,201,145 was recorded as an impairment expense for the year ended

December 31, 2020.

2 – RESTATEMENT

the preparation of the financial statements as of March 31, 2021, and for the three months ended March 31, 2021, the Company discovered

an error was made in the financial statements as of and for the period ended December 31, 2020.

The error relates to the recognition

of certain warrants as derivative liabilities due to the fact the Company has insufficient authorized shares to cover the exercises.

Management believes that the error as of and for December 31, 2020, does not materially impact the balance sheet as December 31, 2020.

New warrants issued in the year ended December 31, 2021, have been properly accounted for as derivatives, when necessary.

The following

table reflects the effect of the error on the balance sheet as of December 31, 2020:

SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS

December 31, 2020

Current liabilities

Total liabilities

Total stockholders’ deficit

( 6,349,710 )

Basic and fully diluted loss per share

was originally incorporated in Switzerland on November 28, 1998 under the name Perma Consultants Holding AG (“Perma”).

July 19, 2016, Mr.

Eric Siu (“Siu”), a former director purchased 100% of the outstanding capital stock of Perma and changed

the name from Perma to Ozop Surgical AG (“Ozop AG”).

On February 1, 2018, Ozop AG was re-domiciled as a Delaware corporation

and changed its name to Ozop Surgical, Inc.

On July 28, 2016, Ozop formed as the sole member, Ozop Surgical, LLC (“Ozop LLC”),

a Wyoming limited liability company.

On October 28, 2016, Ozop acquired 100% of Ozop Surgical Limited (“Ozop HK”), from Siu,

the sole shareholder of Ozop HK.

Ozop HK, is a private limited company incorporated in Hong Kong.

GOING CONCERN AND MANAGEMENT’S PLANS

accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets

and the satisfaction of liabilities in the normal course of business.

As of December 31, 2020, the Company had an accumulated deficit

of $21,793,375 and a working capital deficit of $4,604,189.

The Company has also generated losses since inception.

These factors, among

others, raise substantial doubt about the ability of the Company to continue as a going concern.

( 5,007,942 )

change in the current and total liabilities is as a result of the fair value of $ 2,061,307 of warrants based on the Black-Scholes option

pricing valuation method, and an increase in notes payable of $ 719,539 as a result of reclassifying amounts previously recorded as discounts

on notes payable, related to the warrants.

3 – GOING CONCERN AND MANAGEMENT’S PLANS

accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of

assets and the satisfaction of liabilities in the normal course of business.

As of December 31, 2021, the Company had an accumulated

deficit of $ 217,326,611 and

a working capital deficit of $ 28,225,908 (including

derivative liabilities of $ 20,966,701 ).

of December 31, 2021, the Company was in default of $ 1,973,847

plus accrued interest on debt instruments due to non-payment upon maturity dates, and subsequent to December 31, 2021, an additional

plus accrued interest on debt instruments also were in default status due to non-payment upon maturity dates.

These factors,

among others, raise substantial doubt about the ability of the Company to continue as a going concern for one year from the date of

the issuance of these financial statements.

The accompanying financial statements do not include any adjustments to

reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of

liabilities that may result from the possible inability of the Company to continue as a going concern.

December 2019, a novel strain of coronavirus (COVID-19) emerged.

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at minimizing the spread of COVID-19.

The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will

depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19

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Management expects that its business will be impacted to some degree, but the

significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact

cannot be determined at this time.

Management’s

a public company, Management believes it will be able to access the public equities market for fund raising for product development,

sales and marketing and as we expand our distribution in the U.S.

market, we will need to meet increasing inventory requirements.

December 11, 2020, the Company formed Ozop Energy Systems, Inc.

(“OES”), a Nevada corporation and a wholly owned subsidiary

of the Company.

OES was formed to be a manufacturer and distributor of renewable energy products.

January 1, 2021, the Company has raised $12,000,000 for working capital purposes and to implement and carry out the following initiatives.

is actively engaged in the renewable, electric vehicle (“EV”), energy storage and energy resiliency sectors.

to its current East Coast location, the Company recently signed a letter of intent to a four- year lease of approximately xx SF in California.

We are engaged in multiple business lines that include Project Development as well as Equipment Distribution.

Our solar and energy storage

projects involve large-scale battery and solar photovoltaics (PV) installations.

The utility-scale storage business is based on an arbitrage

sales and marketing and inventory requirements as we expand our distribution in the U.S.

On October 14, 2021, the Company received

a Notice of effectiveness related to the Company’s Form S-3 Registration Statement (the “Registration Statement”).

Pursuant to the Registration Statement the Company may offer and sell from time to time in one or more offerings of up to thirty million

dollars ($ 30,000,000 ) in aggregate offering price.

We may offer these securities in amounts, at prices and on terms determined at the

time of offering.

As of the date of this Report the Company has not sold any securities pursuant to this Registration Statement.

April 4, 2022, the Company and GHS Investments LLC (“GHS”).

signed a Securities Purchase Agreement (the “GHS Purchase

Agreement”) for the sale of up to Two Hundred Million ( 200,000,000 ) shares of the Company’s common stock to GHS.

sell shares of our common stock from time to time over a six (6)- month period ending October 4, 2022 , at our sole discretion, to GHS

under the GHS Purchase Agreement.

The purchase price shall be 85% of lowest VWAP for the ten (10) days preceding the Company’s

notice to GHS for the sale of the Company’s common stock.

On April 8, 2022, the Company filed a Prospectus Supplement to the Registration

Statement dated October 14, 2021, regarding the GHS Purchase Agreement.

The Company is in negotiations with its’

lenders related to the debt instruments that are currently in default, to extend the maturity dates.

the year ended December 31, 2021, the Company raised $ 28,100,000 (of which $ 11,250,000 was used to redeem Series C and Series D shares

of preferred stock from Chis) and has begun to implement the following business operations, plans and strategies:

is actively engaged in the renewable, electric vehicle (“EV”), energy storage and energy resiliency sectors.

We are engaged

in multiple business lines that include project development as well as equipment distribution.

Our solar and energy storage projects

involve large-scale battery and solar photovoltaics (PV) installations.

Our utility-scale storage business model is based on an arbitrage

business model in which we install multiple 1+ megawatt batteries, charge them with off-peak grid electricity under contract with the

utility, then sell the power back during peak load hours at a premium, as dictated by prevailing electricity tariffs.

Our PV business model involves the design and construction of electrical generating PV systems that can resell power to the

OES has entered the component supply/distribution side of the renewable, resiliency and energy storage industries

distributing the core components associated with residential and commercial solar PV systems as well as onsite battery storage and power

In April 2021, the Company signed a five - year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for

office and warehouse space to support the sales and distribution of our west coast operations.

The components we are distributing include

PV panels, solar inverters, solar mounting systems, stationary batteries, onsite generators and other associated electrical equipment

and components that are all manufactured by multiple companies, both domestic and international.

These core products are sourced from

management-developed relationships and are distributed through our existing network and our in-house sales team.

Sales were approximately

$ 10.6 million for the year ended December 31, 2021.

Our PV business model involves the design and construction of electrical generating PV systems that can sell power to the

utilities or be used for off grid use as part of our developing Neo-Grids solution.

The Neo-Grids proprietary program, patent/s pending,

was developed for the off-grid distribution of electricity to reduce the rates, fees and charges currently burdening the EV Charging

and residential carport sectors.

It will also reduce the lengthy permitting processes and streamline the installations.

Vehicle Chargers:

The Neo-Grids, patent pending, is comprised of the design engineering, installation, and operational methodologies

as well as the financial arbitrage of how we produce, capture and distribute electrical energy for the EV markets.

Neo-Grids will serve

both the private auto and the commercial sectors.

OES has license rights to the proprietary “flow”

that was filed with the

United States Patent and Trademark Office in March 2021.

The Neo-Grids proprietary program, patent pending,

was developed for the off-grid distribution of electricity to remove or reduce the dependency on utilities that currently burdens the

EV Charging sectors.

It will also reduce or eliminate the lengthy permitting processes and streamline the installations of those EV chargers.

Energy Distribution System:

The Neo-Grids, patent pending, is comprised of the design engineering, installation, and operational

methodologies as well as the financial arbitrage of how we produce, capture and distribute electrical energy for the EV markets.

OES has acquired the license rights to a proprietary system, the Neo-Grids TM System (patent pending),

for the capture and distribution of electrical energy for the EV market.

The Neo-Grids TM System

will serve both the private auto and the commercial sectors.

The exponential growth of the EV industry has been accelerated by the recent

major commitments of most of the major car manufacturers.

Our Neo-Grids business model leverages this accelerated growth by offering

(1) charging locations that can be installed at a significant discount to utility-tied installations and (2) EV charger electricity that

is both renewable and less expensive than comparable grid supplied power as offered by local suppliers.

has developed a business plan for the Neo Grids distribution solution that is being executed now and will be coming out of Research &

Development for proof of concept in Q3 2021.

Having identified several manufacturers and established a supply line for EV chargers,

we have entered into agreements for EV charger installations as part of this proof of concept and plan to service them under multi-year

Building on that, OES has entered the component supply/distribution side of the renewable, resiliency and energy

storage industries distributing the core components associated with commercial solar PV systems as well as onsite battery storage and

power generation.

The components we are distributing include PV panels, solar inverters, solar mounting systems, stationary batteries,

onsite generators and other associated electrical equipment and components that are all manufactured by multiple companies, both domestic

and international.

These core products are sourced from management-developed relationships and are distributed through our existing network

and our in-house sales team.

Our Neo-Grids TM System

leverages this accelerated growth by offering (1) charging locations that can be installed with reduced delays, restricted

areas or load limits and (2) EV charger electricity that is produced from renewable sources claiming little to no carbon footprint.

has developed a business plan for the Neo Grids distribution, a solution to the stress forthcoming to the existing grid infrastructure.

The Company has completed its’ Neo Grid research and development as well as the first set of engineered technical drawings.

first stage of engineered technical drawings allows us to move forward with stage two, as well as to begin to construct the first prototype

or proof of concept, (“PoC”).

Our PoC design is partially reliant on auto manufacturers establishing standardizations of

the actual charging/discharging protocols of the batteries such as on-board inverters as well as bi-directional capabilities in electric

vehicles, which have only recently been established.

As the market growth rate of EV’s continues to rise, the stress on the existing

grid-tied infrastructure shows the need for the continued development of our Neo-Grid solution.

management has decades of experience in the renewable, storage and resilient energy businesses and associated markets, which include

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technology assessment.

under management:

sites are being negotiated under Letters of Intent for site control for potential implementation of in-front-of-the-meter battery

storage projects.

$4 million, 11 MW three-month supply agreement for solar components with a carport manufacturer.

It is anticipated that this agreement

will increase to $2-4 Million per month during the balance of 2021.

distribution of inverters, collectors, and racking systems.

charging stations, first installation paperwork being negotiated, and we will be filing for all applicable rebates, permits and approvals.

First site valuation is approximately $450,000 with 300 additional sites under review.

accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification

of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as

a going concern.

Plus plans on producing vehicle service contracts (“VSC’s”) for electric vehicles (EV’s).

to respond to not only

in filling the gap of a manufacturer’s warranty but to bring added value to EV owners by utilizing our partnerships and strengths

in the renewable energy market to offer unique and innovative services.

Among EV owners’ concerns are the EV battery repair and

replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear on additional components

that EV vehicles experience.

Management believes that the Ozop Plus VSC will give “peace of mind” to the EV buyer.

is currently in negotiations to complete the necessary agreements to launch the product in Q2 2022.

Additionally, the Company is also

in discussions with entities whereby Ozop Plus can re-insure the battery portion of another entity’s VSC.

February 25, 2022, the Company formed Ozop Engineering and Design, Inc.

(“OED”) a Nevada corporation, as a wholly owned subsidiary

of the Company.

OED was formed to become a premier engineering and lighting control design firm.

OED offers product and design support

for lighting and solar projects with a focus on fast lead times and technical support.

OED and our partners are able to offer the resources

needed for lighting, solar and electrical design projects.

OED will provide its’ customers systems to coordinate the understanding

of electrical usage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs

by working with architects, engineers, facility managers, electrical contractors and engineers.

4 – SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

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accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United

States of America (“US GAAP”).

The consolidated financial statements of the Company include the consolidated accounts of

the Company and PCTI and the Company’s other wholly owned subsidiaries;

Ozop LLC, Ozop HK and Spinus.

All intercompany accounts

and transactions have been eliminated in consolidation.

Growth Companies

Company qualifies as an “emerging growth company”

under the 2012 JOBS Act.

Section 107 of the JOBS Act provides that an emerging

growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying

with new or revised accounting standards.

As an emerging growth company, the Company can delay the adoption of certain accounting standards

until those standards would otherwise apply to private companies.

The Company has elected to take advantage of the benefits of this extended

transition period.

States of America (“US GAAP”).

The consolidated financial statements include the accounts of the Company and Ozop Energy

Systems, Inc.

and the Company’s other wholly owned subsidiaries PCTI, Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”)

and the Company’s majority owned subsidiary Ozop Capital Partners, Inc.

All intercompany accounts and transactions have been eliminated

in consolidation.

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

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Concentration and credit risk

is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the years ended December

31, 2021, and 2020, and their accounts receivable balance as of December 31, 2021:

disclosed in the above table, PCTI, historically does not have year to year many recurring clients as the Company produces capital equipment

for its’

SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR

Ended December 31,

the year ended December 31, 2020, the above customers were of PCTI.

PCTI, historically does not have year to year many recurring clients

as the Company produces capital equipment for its’ customers.

Company records accounts receivable at the time products and services are delivered.

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Inventory costs include

material, labor and manufacturing overhead.

In evaluating the net realizable value of inventory, management also considers, if applicable,

other factors, including known trends, market conditions, currency exchange rates and other such issues.

finished goods, material, labor and manufacturing overhead.

In evaluating the net realizable value of inventory, management also considers,

if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues.

components of inventories at December 31, 2021, and 2020 are as follows:

SCHEDULE OF INVENTORY

Raw materials

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Finished goods

Inventory net

concentration

principal purchases by the Company are comprised of parts and raw materials that the Company assembles and manufactures and sells to

its customers.

There were no suppliers who accounted for more than ten percent (10%) of the Company’s purchases for the years ended

December 31, 2020, and 2019.

to the Company vary from period to period dependent upon our customer’s order specifications.

In any specific reporting period,

we may be relying on certain vendors, however these vendors will vary dependent on the parts and materials needed.

The Company believes

purchases finished renewable energy products from its’ suppliers.

For the year ended December 31, 2021, there were two suppliers

that accounted for 42.6 % and 20.4 %, respectively.

There are only a handful of major suppliers, and we currently have supply arrangements

with some of those vendors.

One of these vendors requires a 20 % down payment with the balances due on shipment and delivery, while other

vendors terms are due immediately prior to delivery.

We also buy product from other distributors, if we are not able to purchase direct

from the manufacturer.

While management believes all of its relationships with its vendors are good, if we are unable to continue to

use and/or find alternative suppliers, when we cannot buy direct, it may have a material negative effect on our business.

principal purchases by PCTI are comprised of parts and raw materials that PCTI assembles and manufactures and sells to its customers.

There were no suppliers who accounted for more than ten percent (10%) of PCTI’s purchases for the years ended December 31, 2021,

Suppliers to PCTI vary from period to period dependent upon our customer’s order specifications.

In any specific reporting

period, we may be relying on certain vendors, however these vendors will vary dependent on the parts and materials needed.

PCTI believes

it is not reliant on any particular vendor for future needs.

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The estimated useful lives of property and equipment is as follows:

December 31, 2020

December 31, 2019

Office equipment

Accumulated Depreciation

Property and Equipment, Net

expense was $11,857 and $7,259 for the years ended December 31, 2020, and 2019, respectively.

assets primarily represent purchased patent and license rights.

The Company amortizes these costs over the shorter of the legal life

of the patent or its estimated economic life using the straight-line method.

The Company evaluates long-lived assets for impairment whenever

events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to

be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by

If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying

amount of the assets exceeds the fair value of the assets.

For the year ended December 31, 2020, the Company recorded amortization expense

For the year ended December 31, 2020, the Company impaired $130,207 of license rights as management has decided not to go

forward with the use of the license rights of Spinus.

In accordance with ASC 350, “Intangibles—Goodwill and Other,”

goodwill and other intangible assets with indefinite lives are no longer subject to amortization but are tested for impairment annually

or whenever events or changes in circumstances indicate that the asset might be impaired.

is measured as the excess of consideration transferred and the net of the acquisition date fair value of assets acquired, and liabilities

assumed in a business acquisition.

The Company reviews the goodwill allocated to each of our reporting units for possible impairment

annually and whenever events or changes in circumstances indicate carrying amount may not be recoverable.

When assessing goodwill for

impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances

leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its’

carrying amount.

is tested annually for impairment on December 31, and at any time upon occurrence of certain events or changes in circumstances.

the qualitative factors, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount

of the reporting unit.

The identification of relevant events and circumstances, and how these may impact a reporting unit’s fair

value or carrying amount involve significant judgments and assumptions.

The judgment and assumptions include the identification of macroeconomic

conditions, industry, and market considerations, cost factors, overall financial performance and share price trends, and making the assessment

as to whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact.

carrying amount of each reporting unit is determined based upon the assignment of our assets and liabilities, including existing goodwill

and other intangible assets, to the identified reporting units.

Where an acquisition benefits only one reporting unit, the Company allocates,

as of the acquisition date, all goodwill for that acquisition to the reporting unit that will benefit.

Where the Company has had an acquisition

that benefited more than one reporting unit, The Company has assigned the goodwill to our reporting units as of the acquisition date

such that the goodwill assigned to a reporting unit is the excess of the fair value of the acquired business, or portion thereof, to

be included in that reporting unit over the fair value of the individual assets acquired and liabilities assumed that are assigned to

the reporting unit.

transaction with PCTI resulted in recognizing goodwill of $11,201,145 (see Note 1).

January 1, 2018, the Company adopted ASC 606 —

Revenue from Contracts with Customers.

Under ASC 606, the Company recognizes revenue

from the commercial sales of products by:

(1) identify the contract (if any) with a customer;

(2) identify the performance obligations

in the contract (if any);

SCHEDULE OF USEFUL LIFE OF PROPERTY AND EQUIPMENT ASSETS

furniture and equipment

Company recognizes revenue in accordance with ASC 606, from the commercial sales of products by:

(1) identify the contract (if any) with

(2) identify the performance obligations in the contract (if any);

(3) determine the transaction price;

(4) allocate the transaction price to each performance obligation in the

contract (if any);

and (5) recognize revenue when each performance obligation is satisfied.

Under ASC 606, revenue is recognized when

the following criteria are met:

(4) allocate the

transaction price to each performance obligation in the contract (if any);

and (5) recognize revenue when each performance obligation

is satisfied.

Under ASC 606, revenue is recognized when the following criteria are met:

(1) persuasive evidence of an arrangement exists;

(2) the performance of service has been rendered to

a customer or delivery has occurred;

(3) the amount of fee to be paid by a customer is fixed and determinable;

and (4) the collectability

of the fee is reasonably assured.

Other than The Company has no outstanding contracts with any of its’

The Company recognizes

revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and

is based on the applicable shipping terms.

(2) the performance of service has been rendered to a customer or delivery has occurred;

(3) the amount of fee to be paid by a customer

is fixed and determinable;

and (4) the collectability of the fee is reasonably assured.

Other than The Company has no outstanding contracts

with any of its’ customers.

The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of

which occurs upon shipment or delivery of the product and is based on the applicable shipping terms.

contracts with customers, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon

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credits and discounts, rebates and price protection, or other similar privileges.

was no impact on the Company’s financial statements as a result of adopting Topic 606 for the years ended December 31, 2020, and

following table disaggregates our revenue by major source for the year ended December 31, 2021:

DISAGGREGATION OF REVENUE

December 31, 2021

Sourced and distributed products

Manufactured products

from sourced and distributed products are purchased from suppliers as finished goods and the Company brings the finished goods into our

California warehouse to fill orders as well as to build inventory for future sales orders.

From time to time for some of our larger orders

we may have our suppliers ship directly to our customers to avoid extra shipping charges.

For manufactured products, there is usually

a bidding process by branches of the military or other large firms that need mostly battery charging and storage systems for large industrial

We would then purchase the raw materials and parts needed to build out the project in our Pennsylvania warehouse.

no disaggregation of revenues for the year ended December 31, 2020.

and Marketing Expenses

Company expenses advertising and marketing costs as incurred.

For the years ended December 31, 2020, and 2019, the Company recorded $55,249

and $611, respectively, of advertising and marketing expenses.

For the years ended December 31, 2021, and 2020, the Company recorded advertising

and marketing expenses of $ 44,158 and $ 55,249 , respectively.

and Development

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For the years ended December

31, 2020, and 2019, the Company did not record any research and development expenses.

31, 2021, and 2020, the Company recorded $ 7,500 and - 0 - of research and development expenses.

Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and

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are derived principally from or corroborated by observable market data by correlation or other means.

3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value.

These assumptions are required to be consistent with market participant assumptions that are reasonably available.

carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts

time to time, certain of the Company’s embedded conversion features on debt and outstanding warrants have been treated as derivative

liabilities for accounting purposes under ASC 815 due to insufficient authorized shares to fully settle conversion features of the instruments

if exercised.

In this case, the Company utilized the latest inception date sequencing method to reclassify outstanding instruments as

derivative instruments.

These contracts were recognized at fair value with changes in fair value recognized in earnings until such time

as the conditions giving rise to such derivative liability classification were settled.

carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts

payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short

maturity of these instruments.

following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of December

31, 2020, for each fair value hierarchy level:

following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of December

31, 2021 and 2020, for each fair value hierarchy level:

SCHEDULE OF DERIVATIVE INSTRUMENTS

December 31, 2021

December 31, 2020

Company accounts for leases under ASU 2016-02 (see Note 14), applying the package of practical expedients to leases that commenced before

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As most leases do not provide an

implicit rate, the Company use an incremental borrowing rate of 7.5%, based on the information available at the adoption date in determining

the present value of future payments.

Operating lease expense is recognized pursuant to on a straight-line basis over the lease term

and is included in rent in the condensed consolidated statements of operations.

implicit rate, the Company used an incremental borrowing rate of 7.5 %, for the existing lease, based on the information available at

the adoption date in determining the present value of future payments.

Operating lease expense is recognized pursuant to on a straight-line

basis over the lease term and is included in rent in the condensed consolidated statements of operations.

taxes are accounted for under the asset and liability method.

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The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.

Currency Translation

accounts of the Company’s Hong Kong subsidiary are maintained in Hong Kong dollars and the accounts of the U.S.

companies are maintained

The accounts of the Hong Kong subsidiary were translated into USD in accordance with Accounting Standards Codification (“ASC”)

Topic 830, Foreign Currency Matters.

According to Topic 830, all assets and liabilities were translated at the exchange rate on the balance

stockholders’

equity is translated at historical rates and statement of comprehensive income items are translated at

the weighted average exchange rate for the period.

The resulting translation adjustments are reported under other comprehensive income

in accordance with ASC Topic 220, Comprehensive Income.

Gains and losses resulting from the foreign currency transactions are reflected

in the statements of comprehensive income.

exchange rates used in the preparation of the consolidated financial statements are as follows for the period ended December 31, 2020,

(Hong Kong dollar per one U.S.

Balance sheet date

Average rate for statements of operations and comprehensive loss

Company has no reportable segments as it operates in one segment;

renewable energy.

(Loss) Per Share

Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.”

Basic earnings (loss) per share

Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share

is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period.

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and other potentially dilutive securities outstanding during the period.

As of December 31, 2020, the Company’s dilutive securities

are convertible into approximately 10,563,963,782 shares of common stock.

There were no dilutive securities as of December 31, 2019.

This amount is not included in the computation of dilutive loss per share because their impact is antidilutive.

The following table represents

the classes of dilutive securities as of December 31, 2020:

Common stock to be issued

As of December 31, 2021, and 2020, the Company’s dilutive

securities are convertible into approximately 7,592,474,061 and 11,223,565,011 , respectively, shares of common stock.

The following table

represents the classes of dilutive securities as of December 31, 2021, and 2020:

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

December 31, 2021

December 31, 2020

Convertible preferred stock

6,918,544,466

10,193,874,467

Unexercised common stock purchase warrants

Convertible notes payable

Common stock to be issued

7,592,474,061

11,223,565,011

Accounting Pronouncements

August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, Debt - Debt with Conversion and Other Options

(Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40):

Accounting for Convertible

Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments

by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required

for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation

in certain areas.

The Company does not believe the adoption of the ASU will have a material impact on the Company’s financial position,

results of operations or cash flows.

than the above, there have no recent accounting pronouncements or changes in accounting pronouncements during the period ended December

31, 2021, that are of significance or potential significance to the Company.

5 – PROPERTY AND EQUIPMENT

following table summarizes the Company’s property and equipment:

PROPERTY AND EQUIPMENT

December 31, 2021

December 31, 2020

Office equipment

Accumulated Depreciation

Property and Equipment, Net

expense was $ 44,618 and $ 11,857 for the years ended December 31, 2021, and 2020, respectively.

6 - CONVERTIBLE NOTES PAYABLE

The transaction with PCTI is being

accounted for as a business combination and was treated as a reverse acquisition for accounting purposes with PCTI as the accounting

acquirer in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations

(“ASC 805”).

In accordance with the accounting treatment for a reverse acquisition, the Company’s historical

financial statements prior to the reverse merger were and will be replaced with the historical financial statements of PCTI prior

to the reverse merger.

The consolidated financial statements after completion of the reverse merger have and will include the

assets, liabilities and results of operations of the combined company from and after the closing date of the reverse merger.

July 10, 2020, PCTI (the accounting acquirer) assumed the $2,086 balance of a past-due 15% convertible note issued by the Company on

August 18, 2017, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement, dated February 18,

This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices

of the common stock for the thirty prior trading days including the day upon which a notice of conversion is received.

During the year

ended December 31, 2020, the Company paid the lender $2,086.

As of December 31, 2020, the outstanding principal balance of assigned note

transaction with PCTI is being accounted for as a business combination and was treated as a reverse acquisition for accounting purposes

with PCTI as the accounting acquirer in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic

805, Business Combinations (“ASC 805”).

In accordance with the accounting treatment for a reverse acquisition, the Company’s

historical financial statements prior to the reverse merger were and will be replaced with the historical financial statements of PCTI

prior to the reverse merger.

The consolidated financial statements after completion of the reverse merger have and will include the assets,

liabilities and results of operations of the combined company from and after the closing date of the reverse merger.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 15% convertible note issued by the Company on September

As of December 31, 2020, and July 10, 2020, the outstanding principal balance of this note was $25,000.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible note issued by the Company on February 26, 2020,

pursuant to a Securities Purchase Agreement.

The SPA includes customary representations, warranties and covenants by the Company and

customary closing conditions.

In conjunction with this note, the Company issued a warrant to purchase 2,212,500 shares of common stock

at an exercise price of $0.03, subject to adjustments and expiring on the five-year anniversary of the Issuance Date.

As of July 10,

2020, the outstanding principal balance of this note was $132,750 with a carrying value of $66,176, net of unamortized discounts of $66,574.

For the period from July 11, 2020 to December 31, 2020, amortization of the debt discounts of $66,574 was charged to interest expense.

For the period from July 11, 2020 to December 31, 2020, the investor converted a total of $132,750 of the face value and $23,693 of accrued

interest and fees into 83,214,457 shares of common stock at an average conversion price of $0.0019.

As of December 31, 2020, the outstanding

principal balance of this note was $-0-.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible note issued by the Company on February 26, 2020,

and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement, dated March 3, 2020 with a maturity

date of February 26, 2021.

This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the

lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received.

As of July 10, 2020, the outstanding principal balance of assigned note was $798,750.

For the period from July 11, 2020 to December 31,

2020, the investor converted a total of $798,750 of the face value and $122,049 of accrued interest and fees into 496,756,528 shares

of common stock at an average conversion price of $0.0019.

As of December 31, 2020, the outstanding principal balance of this note was

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible note issued by the Company on August 21, 2019,

and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement, with a maturity date of August 21,

This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices

of the common stock for thirty prior trading days including the day upon which a notice of conversion is received.

As of July 10, 2020,

the outstanding principal balance of assigned note was $155,632.

For the period from July 11, 2020 to December 31, 2020, the investor

converted a total of $155,632 of the face value and $50,305 of accrued interest and fees into 219,963,737 shares of common stock at an

average conversion price of $0.0009.

As of December 31, 2020, the outstanding principal balance of this note was $-0-.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on March

9, 2020, (the “Issuance Date”) to an investor.

This note matures 6 months after the Issuance Date.

This note is convertible

into shares of the Company’s common stock beginning on the Issuance Date at $.25 for the first three months after the Issuance

After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.25 or 50% of the

lowest trading price for the thirty trading days prior to the conversion.

As of July 10, 2020, the outstanding principal balance of this

note was $80,000 with a carrying value of $53,333, net of unamortized discounts of $26,667.

For the period from July 11, 2020 to December

31, 2020, amortization of the debt discounts of $26,667 was charged to interest expense.

For the period from July 11, 2020 to December

31, 2020, the investor converted a total of $80,000 of the face value and $23,720 of accrued interest and fees into 47,599,845 shares

of common stock at an average conversion price of $0.0022.

As of December 31, 2020, the outstanding principal balance of this note was

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 22% convertible note issued by the Company on December

5, 2018, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement on April 17, 2020.

as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common

stock for thirty prior trading days including the day upon which a notice of conversion is received.

As of July 10, 2020, the outstanding

principal balance of assigned note was $352,695.

For the period from July 11, 2020 to December 31, 2020, the investor converted a total

of $352,695 of the face value and $43,357 of accrued interest into 235,297,000 shares of common stock at an average conversion price

As of December 31, 2020, the outstanding principal balance of this note was $-0-.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of $67 of a past-due 22% convertible note issued by the Company on

October 19, 2018, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement on April 24, 2020.

This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of

the common stock for thirty prior trading days including the day upon which a notice of conversion is received.

During the year ended

December 31, 2020, the Company paid the lender $67.

As of December 31, 2020, the outstanding principal balance of assigned note was $-0-.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 15% convertible promissory note issued by the Company on April

27, 2020, (the “Issuance Date”) to an investor.

This note matures on April 27, 2021 and is convertible into shares of common

stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which

a conversion notice is received by the Company.

As of July 10, 2020, the outstanding principal balance of this note was $60,000 with

a carrying value of $11,500, net of unamortized discounts of $48,500.

For the period from July 11, 2020 to December 31, 2020, amortization

of the debt discounts of $48,500 was charged to interest expense.

During the year ended December 31, 2020, the investor exchanged this

note to be part of a new promissory note (see Note 7).

As of December 31, 2020, the outstanding principal balance of this note is $-0-.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance $14,831 of a convertible note issued by the Company on August 23, 2019,

with a maturity date of May 23, 2020, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement

on April 28, 2020.

This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest

closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received.

the year ended December 31, 2020, the Company paid the lender $14,831.

As of December 31, 2020, the outstanding principal balance of

assigned note was $-0-.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on April

28, 2020, (the “Issuance Date”) to an investor.

This note matures 12 months after the date of issuance.

This note is convertible

into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion

price equal to 58% multiplied by the lowest closing bid price during the 20- trading day period ending on the last completed trading

date in the OTC Markets prior to the date of conversion.

As of July 10, 2020, the outstanding principal balance of this note was $53,000

with a carrying value of $10,158, net of unamortized discounts of $42,842.

For the period from July 11, 2020 to December 31, 2020, amortization

of the debt discounts of $42,842 was charged to interest expense.

For the period from July 11, 2020 to December 31, 2020, the investor

converted a total of $53,000 of the face value and $3,180 of accrued interest into 16,051,428 shares of common stock at an average conversion

price of $0.0035.

As of December 31, 2020, the outstanding principal balance of this note was $-0-.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on May 4,

2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement.

This note matures 12 months after

the date of issuance.

This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days

from the issuance date of this note, at a conversion price equal to the lower of $0.50 or 58% multiplied by the average of the two lowest

closing trading price or bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior

to the date of conversion.

In conjunction with this note, the Company issued a warrant to purchase 3,666,666 shares of common stock at

an exercise price of $0.015, subject to adjustments and expiring on the five-year anniversary of the Issuance Date.

As of July 10, 2020,

the outstanding principal balance of this note was $110,000 with a carrying value of $18,860, net of unamortized discounts of $91,140.

For the period from July 11, 2020 to December 31, 2020, amortization of the debt discounts of $91,140 was charged to interest expense.

For the period from July 11, 2020 to December 31, 2020, the investor converted a total of $110,000 of the face value and $22,548 of accrued

interest and fees into 59,706,711 shares of common stock at an average conversion price of $0.0022.

As of December 31, 2020, the outstanding

principal balance of this note was $-0-.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on May 5,

2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement.

This note matures 6 months after

the Issuance Date.

This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $03 for

the first three months after the Issuance Date.

After the first three months after the Issuance Date, the conversion price shall be equal

to the lower of (i) $.03 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion.

As of July 10,

2020, the outstanding principal balance of this note was $162,000 with a carrying value of $62,100, net of unamortized discounts of $99,900.

In conjunction with this note, the Company issued a warrant to purchase 4,325,000 shares of common stock at an exercise price of $0.02,

subject to adjustments and expiring on the five-year anniversary of the Issuance Date.

For the period from July 11, 2020 to December

31, 2020, amortization of the debt discounts of $99,900 was charged to interest expense.

For the period from July 11, 2020 to December

31, 2020, the investor converted a total of $162,000 of the face value and $27,816 of accrued interest and fees into 88,340,657 shares

of common stock at an average conversion price of $0.0022.

As of December 31, 2020, the outstanding principal balance of this note was

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on May 7,

2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement.

This note matures on May 7, 2021

and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior

trading days including the day upon which a conversion notice is received by the Company.

As of July 10, 2020, the outstanding principal

balance of this note was $30,000 with a carrying value of $5,000, net of unamortized discounts of $25,000.

For the period from July 11,

2020 to September 30, 2020, amortization of the debt discounts of $25,000 was charged to interest expense.

During the year ended December

31, 2020, the investor exchanged this note to be part of a new promissory note (see Note 7).

As of December 31, 2020, the outstanding

principal balance of this note is $-0-.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a convertible note issued by the Company on January 8, 2020, with

a maturity date of January 8, 2021, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement

on May 15, 2020.

This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest

closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received.

of July 10, 2020, the outstanding principal balance of assigned note was $115,500, with a carrying value of $56,306, net of unamortized

discounts of $59,194.

For the period from July 11, 2020 to December 31, 2020, amortization of the debt discounts of $59,194 was charged

to interest expense.

For the period from July 11, 2020 to December 31, 2020, the investor converted a total of $115,067 of the face value

and $4,408 of accrued interest and fees into 88,500,000 shares of common stock at an average conversion price of $0.00133.

year ended December 31, 2020, the Company paid the investor $433.

As of December 31, 2020, the outstanding principal balance of this

note is $-0-.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a convertible note issued by the Company on November 27, 2019, with

a maturity date of November 27, 2020, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement

on May 15, 2020.

This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest

closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received.

the year ended December 31, 2020, the Company paid the investor $433.

As of December 31, 2020, the outstanding principal balance of this

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a $60,000, 15% convertible promissory note issued by the Company

on May 28, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement.

This note matures on

May 28, 2021 and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five

prior trading days including the day upon which a conversion notice is received by the Company.

As of July 10, 2020, the outstanding

principal balance of this note was $30,000 with a carrying value of $3,250, net of unamortized discounts of $26,750.

For the period from

July 11, 2020 to December 31, 2020, amortization of the debt discounts of $26,750 was charged to interest expense.

During the year

ended December 31, 2020, the investor exchanged this note to be part of a new promissory note (see Note 7).

As of December 31, 2020,

the outstanding principal balance of this note is $-0-.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due convertible note issued by the Company on May 29, 2019,

with a maturity date of May 29, 2020, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement

on May 28, 2020.

This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest

closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received.

of July 10, 2020, the outstanding principal balance of assigned note was $31,043.

For the period from July 11, 2020 to December 31, 2020,

the investor converted a total of $31,043 of the face value and $54,357 of accrued interest and fees into 86,262,262 shares of common

stock at an average conversion price of $0.001.

As of December 31, 2020, the note balance is $-0-.

As of December 31, 2021 and 2020, the outstanding principal balance of this note was $ 25,000 .

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on June

1, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement.

This note matures 6 months after

the Issuance Date .

This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025

for the first three months after the Issuance Date .

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July 10, 2020, the outstanding principal balance of this note was $ 127,500 with a carrying value of $ 27,625 , net of unamortized discounts

For the period from July 11, 2020 to December 31, 2020, amortization of the debt discounts of $99,875 was charged to interest

As of December 31, 2020, the outstanding principal balance of this note is $127,500.

In conjunction with this note, the Company

issued a warrant to purchase 6,375,000 shares of common stock at an exercise price of $0.02, subject to adjustments and expiring on the

five-year anniversary of the Issuance Date.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on June

11, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement.

This note matures 12 months

after the date of issuance.

This note is convertible into shares of the Company’s common stock beginning on the date which is 180

days from the issuance date of this note, at a conversion price equal to 58% multiplied by the lowest closing bid price during the twenty-

trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion.

As of July 10, 2020,

the outstanding principal balance of this note was $53,000 with a carrying value of $4,417, net of unamortized discounts of $48,583.

For the period from July 11, 2020 to December 31, 2020, amortization of the debt discounts of $48,583 was charged to interest expense.

For the period from July 11, 2020 to December 31, 2020, the investor converted a total of $53,000 of the face value and $3,180 of accrued

interest into 18,122,581 shares of common stock at an average conversion price of $0.0031.

As of December 31, 2020, the note balance

of $ 99,875 .

In conjunction with this note, the Company issued a warrant to purchase 6,375,000 shares of common stock at an exercise price

of $ 0.02 , subject to adjustments and expiring on the five -year anniversary of the Issuance Date.

For the year December 31, 2021, the

investor converted a total of $ 127,500 of the face value and $ 14,433 of accrued interest and fees into 88,708,118 shares of common stock

at an average conversion price of $ 0.0016 .

On March 10, 2021, the investor received 6,355,008 shares of common stock upon the cashless

exercise of the warrants.

As of December 31, 2021, and 2020, the outstanding principal balance of this note was $- 0 - and $ 127,500 , respectively.

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 15% convertible promissory note issued by the Company on June

30, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement.

This note matures 6 months after

the Issuance Date.

This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025

This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $ 0.025

for the first three months after the Issuance Date.

2 unchanged sentences

July 10, 2020, the outstanding principal balance of this note was $ 129,500 with a carrying value of $ 8,375 , net of unamortized discounts

For the period from July 11, 2020 to December 31, 2020, amortization of the debt discounts of $121,125 was charged to interest

As of December 31, 2020, the outstanding principal balance of this note is $129,500.

In conjunction with this note, the Company

issued a warrant to purchase 6,375,000 shares of common stock at an exercise price of $0.02, subject to adjustments and expiring on the

five-year anniversary of the Issuance Date.

of $ 121,125 .

In conjunction with this note, the Company issued a warrant to purchase 6,375,000 shares of common stock at an exercise

price of $ 0.02 , subject to adjustments and expiring on the five -year anniversary of the Issuance Date.

For the year December 31, 2021,

the investor converted a total of $ 129,500 of the face value and $ 30,264 of accrued interest and fees into 110,946,972 shares of common

stock at an average conversion price of $ 0.00144 .

On March 10, 2021, the investor received 6,355,008 shares of common stock upon the

cashless exercise of the warrants.

As of December 31, 2021, and 2020, the outstanding principal balance of this note was $- 0 - and $ 129,500 ,

respectively, with a carrying value of $ 111,763 as of December 31, 2020, net of unamortized discounts of $ 10,416 .

July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 15 % convertible promissory note issued by the Company on July

8, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement.

This note matures 6 months after

the Issuance Date.

This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025

for the first three months after the Issuance Date .

4 unchanged sentences

adjustments and expiring on the five -year anniversary of the Issuance Date.

of July 10, 2020, the outstanding principal balance of this note was $250,000 with a carrying value of $-0-, net of unamortized discounts

For the period from July 11, 2020 to December 31, 2020, amortization of the debt discounts of $239,583 was charged to interest

As of December 31, 2020, the outstanding principal balance of this note is $250,000 with a carrying value of $239,583 net of

unamortized discounts of $10,417

February 26, 2020, (the “Issuance Date”) PCTI issued a 12% Convertible Promissory Note (the “Note”), in the principal

For the nine months ended December 31, 2021, amortization

of the debt discounts of $ 10,416 was charged to interest expense.

For the year December 31, 2021, the investor converted a total of $ 250,000

of the face value and $ 130,044 of accrued interest and fees into 243,012,455 shares of common stock at an average conversion price of

On March 10, 2021, the investor received 12,460,800 shares of common stock upon the cashless exercise of the warrants.

December 31, 2021, and December 31, 2020, the outstanding principal balance of this note was $- 0 - and $ 250,000 , respectively, with a

carrying value of $ 239,583 as of December 31, 2020, net of unamortized discounts of $ 10,416 .

February 26, 2020, (the “Issuance Date”) PCTI issued a 12 % Convertible Promissory Note (the “Note”), in the principal

amount of $ 106,950 , to an investor.

1 unchanged sentence

This note is convertible into shares of the

Company’s common stock beginning on the Issuance Date at 55% of the lowest trading price for the twenty-five trading days prior

Company’s common stock beginning on the Issuance Date at 55 % of the lowest trading price for the twenty-five trading days prior

to the conversion.

4 unchanged sentences

and lender costs of $ 8,000 .

This note proceeds will be used by the Company for general working capital purposes.

The Note also requires

This note proceeds were used by the Company for general working capital purposes.

The Note also required

a daily payment via ACH of $ 400 .

8 unchanged sentences

the year ended December 31, 2021, amortization of the debt discounts of $ 17,737 was charged to interest expense.

For the year ended December

31, 2020, principal payments of $56,400 were paid.

As of December 31, 2020, the outstanding principal balance of this note was $161,775

with a carrying value of $141.038, net of unamortized discounts of $17,737.

July 15, 2020, (the “Issuance Date”) the Company issued a 15% convertible promissory note, in the principal amount of $127,500,

For the year December

31, 2021, the investor converted a total of $ 50,550 of the face value and $ 11,265 of accrued interest and fees into 20,218,562 shares

of common stock at an average conversion price of $ 0.00306 .

The Investor also amended the note to deduct the previously added principal

amount of $ 111,225 .

As of December 31, 2021, and 2020, the outstanding principal balance of this note was $- 0 - and $ 161,775 , respectively.

The Company accounted for the amendment as an extinguishment of debt.

July 15, 2020, (the “Issuance Date”) the Company issued a 15 % convertible promissory note, in the principal amount of $ 127,500 ,

to an investor.

This note matures 6 months after the Issuance Date .

This note is convertible into shares of the Company’s common

stock beginning on the Issuance Date at $0.011 for the first three months after the Issuance Date .

12 unchanged sentences

liability of $ 207,699 , a debt discount of $ 82,068 with the excess of $ 125,541 charged to interest expense of $ 125,541 .

For the year ended

December 31, 2020, amortization of the debt discounts of $116,875 was charged to interest expense.

As of December 31, 2020, the outstanding

principal balance of this note was $127,500 with a carrying value of $116,708, net of unamortized discounts of $10,792.

July 29, 2020, (the “Issuance Date”) the Company issued a 15% convertible promissory note, in the principal amount of $127,500,

On March 10, 2021,

the investor received 6,355,008 shares of common stock upon the cashless exercise of the warrants.

For the year ended December 31, 2021,

amortization of the debt discounts of $ 10,792 was charged to interest expense.

On May 6, 2021, the Company and the investor entered into

a Settlement and Mutual Release Agreement (the “Settlement Agreement”).

Pursuant to the Settlement Agreement, the investor

agreed to cancel the July 15, 2020, note.

The Company accounted for the cancelled note as a gain on debt extinguishment.

As of December

31, 2021, and December 31, 2020, the outstanding principal balance of this note was $- 0 - and $ 127,500 , respectively, with a carrying

value of $ 116,708 , net of unamortized discounts of $ 10,792 as of December 31, 2020.

July 29, 2020, (the “Issuance Date”) the Company issued a 15 % convertible promissory note, in the principal amount of $ 127,500 ,

to an investor.

This note matures 6 months after the Issuance Date.

This note is convertible into shares of the Company’s common

stock beginning on the Issuance Date at $0.011 for the first three months after the Issuance Date .

12 unchanged sentences

$ 198,239 , a debt discount of $ 61,733 with the excess of $ 136,506 charged to interest expense.

For the year ended December 31, 2020, amortization

of the debt discounts of $106,250 was charged to interest expense.

As of December 31, 2020, the outstanding principal balance of this

note was $127,500 with a carrying value of $105,917, net of unamortized discounts of $21,583.

November 16, 2020, (the “Issuance Date”) the Company issued a promissory note, in the principal amount of $250,000, to an

On March 10, 2021, the investor received

12,710,016 shares of common stock upon the cashless exercise of the warrants.

For the year ended December 31, 2021, amortization of the

debt discounts of $ 21,583 was charged to interest expense.

On May 6, 2021, the investor, pursuant to the Settlement Agreement, agreed

to cancel the July 29, 2020, note.

The Company accounted for the cancelled note as a gain on debt extinguishment.

As of December 31,

2021, and 2020, the outstanding principal balance of this note was $- 0 - and $ 127,500 with a carrying value of $ 105,917 , net of unamortized

discounts of $ 21,583 as of December 31, 2020.

November 16, 2020, (the “Issuance Date”) the Company issued a promissory note, in the principal amount of $ 250,000 , to an

The note carries a guaranteed interest payment of 15 %, which is added to the principal on the Issuance Date.

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stock of the Company.

This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.01

This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $ 0.01

for the first three months after the Issuance Date.

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For the year ended December 31, 2021, amortization of the debt discounts of $ 59,264 was charged to interest

As of December 31, 2020, the outstanding principal balance of this note was $250,000 with a carrying value of $190,736, net

of unamortized discounts of $59,264.

summary of the convertible note balance as of December 31, 2020, is as follows:

On May 6, 2021, the investor, pursuant to the Settlement Agreement, agreed to cancel the November 16, 2020, note and the warrant

to purchase 35,000,000 shares.

The Company accounted for the cancelled note and warrant as a gain on debt extinguishment.

As of December

31, 2021, and December 31, 2020, the outstanding principal balance of this note was $- 0 - and $ 250,000 with a carrying value of $ 190,736 ,

as of December 31, 2020, net of unamortized discounts of $ 59,264 .

summary of the convertible note balance as of December 31, 2021, and 2020, is as follows:

SCHEDULE OF DEBT

December 31, 2021

December 31, 2020

Principal balance

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to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative

Company valued the derivative liabilities at December 31, 2020, at $1,238,378.

The Company used the Monte Carlo simulation valuation

model with the following assumptions as of December 31, 2020, risk free interest rates at 0.09%, and volatility of 48% to 61%.

derivative liabilities for convertible notes issued from July 11, 2020 to December 31, 2020, used the following assumptions;

interest rates from 0.12% to 0.17% and volatility of 83% to 106%.

summary of the activity related to derivative liabilities for the period from July 10, 2020 to December 31, 2020, is as follows:

any given time, certain of the Company’s embedded conversion features on debt and outstanding warrants may be treated as derivative

liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts.

to SEC staff guidance that permits a sequencing approach based on the use of ASC 815-15-25 which provides guidance for contracts that

permit partial net share settlement.

The sequencing approach may be applied in one of two ways:

contracts may be evaluated based on (1)

earliest issuance date or (2) latest maturity date.

Pursuant to the sequencing approach, the Company evaluates its contracts based upon

the latest maturity date.

Company valued the derivative liabilities at December 31, 2021, and 2020, at $ 20,966,701 and $ 3,299,684 , respectively.

For the derivative

liability associated with convertible notes, the Company used the Monte Carlo simulation valuation model with the following assumptions

as of December 31, 2021, and 2020, risk free interest rates at 0.19 % and 0.09 %, respectively, and volatility of 92 % and 48 % to 61 %, respectively.

During the year ended December 31, 2021, the Company issued 375,000,000 warrants in conjunction with notes payable (see Note 8).

to insufficient authorized shares (see above), the Company recorded a discount to notes payable of $ 14,982,815 and interest expense of

$ 38,907,939 , with the offset to derivative liabilities for the initial fair value of the warrants based on the Black-Scholes option pricing

method of $ 53,890,754 .

The following assumptions were utilized in the Black-Scholes valuation, risk free interest rate of .48 % to .99 %,

volatility of 344 % to 366 %, and exercise prices of $ 0.039 to $ 0.15 .

The Company revaluated the warrants outstanding at December 31, 2020,

and based on the insufficient authorized shares, the Company determined that the warrants should have been classified as a liability,

The accompanying financial statements have been adjusted to reflect the change from an equity classification to a liability classification

(see Note 2).

summary of the activity related to derivative liabilities for the years ended December 31, 2021, and 2020, is as follows:

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

Derivative liabilities associated with warrants

Derivative liabilities associated with convertible notes

Total derivative liabilities

Balance- July 10, 2020, assumed pursuant to PCTI transaction

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Converted or paid

( 8,322,188 )

Change in fair value recognized in operations

Balance December 31, 2020

Fair value of issuances during period

Notes converted or paid

( 2,246,114 )

Exercise of warrants

( 48,110,301 )

Warrants cancelled

( 3,216,397 )

Change in fair value

Balance December 31, 2021

8 – NOTES PAYABLE

Company has the following note payables outstanding:

SCHEDULE OF NOTES PAYABLE

December 31, 2021

December 31, 2020

Note payable bank, interest at 7.75%, matures December 26,2021

Note payable bank, interest at 6.5%, matures December 26, 2021

Note payable bank, interest at 7.75 %, matured December 5, 2021 , currently in default

Note payable bank, interest at 6.5 %, matures December 26, 2021 , in default

Economic Injury Disaster Loan

Paycheck Protection Program loan

Notes payable, interest at 8%, matured January 5, 2020, currently in default

Other, due on demand, interest at 6%

Note payable $203,000 face value, interest at 12%, matures June 25, 2021, net of discount of $13,185

Note payable $750,000 face value, interest at 12%, matures August 24, 2021, net of discount of $360,573

Notes payable, interest at 8 %, matured January 5, 2020 , in default

Other, due on demand, interest at 6 %, currently in default

Note payable $ 203,000 face value, interest at 12 %, matured June 25, 2021 , net of discount of $ 13,185 at December 31, 2020

Note payable $ 750,000 face value, interest at 12 %, matured August 24, 2021 , net of discount of $ 540,562 (2020), in default

Note payable $ 389,423 face value, interest at 18 %, matures November 6, 2023

Note payable $1,000,000 face value, interest at 12%, matures November 13, 2021, net of discount of $431,700

Note payable $ 1,000,000 face value, interest at 12 %, matures November 13, 2021 , net of discount of $ 971,250 (2020), in default

Note payable $ 2,200,000 face value, interest at 12 %, matures February 9, 2022 , net of discount of $ 243,833

Note payable $ 11,110,000 face value, interest at 12 %, matures March 17, 2022 , net of discount of $ 2,314,583

Note payable $ 3,300,000 face value, interest at 12 %, matures December 7, 2022 , net of discount of $ 3,099,524

Sub- total notes payable

Less long-term portion, net of discount

Less long-term portion

Current portion of notes payable, net of discount

November 13, 2020, the Company entered into a 12%, $1,000,000 face value promissory note with a third-party due November 13, 2021.

December 7, 2021, the Company entered into a 12 %, $ 3,300,000 face value promissory note with a third- party lender with a maturity date

of December 7, 2022 .

In exchange for the issuance of the $ 3,300,000 note, inclusive of an original issue discount of $ 300,000 , the Company

received proceeds of $ 3,000,000 on December 13, 2021, from the lender.

In conjunction with the note, the Company issued a warrant to

purchase 75,000,000 shares of common stock at $ 0.039 per share (subject to adjustments) with an expiry date on the three- year anniversary

For the year ended December 31, 2021, amortization of the costs of $ 16,750 was charged to interest expense.

The fair value

of the warrant calculated by the Black- Scholes option pricing method of $ 2,982,815 has been recorded as an initial debt and an initial

derivative liability of $ 2,982,815 .

For the year ended December 31, 2021, amortization of the warrant discount of $ 166,540 was charged

to interest expense.

As of December 31, 2021, the outstanding principal balance of this note was $ 3,300,000 with a carrying value of

$ 200,476 , net of unamortized discounts of $ 3,099,524 .

March 17, 2021, the Company entered into a 12 %, $ 11,110,000 face value promissory note with a third- party lender with a maturity date

of March 17, 2022 .

In exchange for the issuance of the $ 11,110,000 note, inclusive of an original issue discount of $ 1,000,000 and lender

costs of $ 110,000 the Company received proceeds of $ 10,000,000 on March 23, 2021, from the lender.

In conjunction with the note, the

Company issued a warrant to purchase 250,000,000 shares of common stock at $ 0.13 per share (subject to adjustments) with an expiry date

on the three- year anniversary of the note.

For the year ended December 31, 2021, amortization of the costs of $ 878,750 was charged to

interest expense.

The fair value of the warrant calculated by the Black- Scholes option pricing method of $ 33,248,433 has been recorded

as an initial debt discount of $ 10,000,000 , interest expense of $ 23,248,433 and initial derivative liability of $ 32,248,433 .

year ended December 31, 2021, amortization of the warrant discount of $ 7,916,667 was charged to interest expense.

As of December 31,

2021, the outstanding principal balance of this note was $ 11,110,000 with a carrying value of $ 8,795,417 , net of unamortized discounts

of $ 2,314,583 .

The Company is in discussions with the lender regarding the extension of the maturity date of this note.

February 9, 2021, the Company entered into a 12 %, $ 2,200,000 face value promissory note with a third- party lender with a maturity date

of February 9, 2022 .

In exchange for the issuance of the $ 2,200,000 note, inclusive of an original issue discount of $ 200,000 the Company

received proceeds of $ 2,000,000 on February 16, 2021, from the lender.

In conjunction with the note, the Company issued a warrant to

purchase 50,000,000 shares of common stock at $ 0.15 per share (subject to adjustments) with an expiry date on the three- year anniversary

For the year ended December 31, 2021, amortization of the costs of $ 177,833 was charged to interest expense.

The fair value

of the warrant calculated by the Black- Scholes option pricing method of $ 17,659,506 has been recorded as an initial debt discount of

$ 2,000,000 , interest expense of $ 15,659,506 and initial derivative liability of $ 17,659,506 .

For the year ended December 31, 2021, amortization

of the warrant discount of $ 1,778,333 was charged to interest expense.

As of December 31, 2021, the outstanding principal balance of

this note was $ 2,200,000 with a carrying value of $ 1,956,167 , net of unamortized discounts of $ 243,833 .

The Company is in discussions

with the lender regarding the extension of the maturity date of this note.

November 13, 2020, the Company entered into a 12 %,

face value promissory note with a third-party

payments shall be made in six instalments of $166,667 commencing 180 days from the issue date and continuing each 30 days thereafter

for 5 months and the final payment of principal and interest due on the maturity date .

The Company received proceeds of $890,000 on November

20, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $110,000.

For the year ended December

31, 2020, amortization of the costs of $13,750 was charged to interest expense.

In conjunction with this note, the Company issued 2 common

stock purchase warrants;

each warrant entitles the Holder to purchase 125,000,000 shares of common stock at an exercise price of $0.008,

subject to adjustments and expires on the five-year anniversary of the issue date.

The warrants issued resulted in a debt discount of

$383,371, with the offset to additional paid in capital.

For the year ended December 31, 2020, amortization of the debt discount of $47,921

The Company received proceeds of $ 890,000

on November 20, 2020, and the Company reimbursed

the investor for expenses for legal fees and due diligence of $ 110,000 .

For the year ended December 31, 2021, amortization of the costs of $ 96,250

was charged to interest expense.

As of December 31, 2020, the outstanding principal balance of this note was $1,000,000 with a carrying

value of $568,300, net of unamortized discounts of $431,700.

November 6, 2020, the Company entered into a Settlement Agreement with the holder of $120,000 of convertible notes with accrued

and unpaid interest of $8,716 and a $210,000 Promissory Noted dated June 23, 2020 with accrued and unpaid interest of $15,707.

The Company issued a new 12% Promissory Note with a face value of $389,423 and a maturity date of November 6, 2023.

In conjunction

with this settlement, the Company issued a warrant to purchase 60,000,000 shares of common stock at an exercise price of $0.0075,

subject to adjustments and expires on the five-year anniversary of the issue date.

The Company analyzed the transaction and

concluded that this was a mofication to the existing debt.

with this note, the Company issued 2 common stock purchase warrants;

each warrant entitles the Holder to purchase 125,000,000

shares of common stock at an exercise price of

subject to adjustments and expires on the five -year

anniversary of the issue date.

The warrants issued resulted in a debt discount of $ 1,000,000 .

For the year ended December 31, 2021, amortization of the warrant discount of $ 875,000

was charged to interest expense.

As of December

31, 2021, and December 31, 2020, the outstanding principal balance of this note was $ 1,000,000

with a carrying value of $ 1,000,000

and $ 28,750 ,

respectively, net of unamortized discounts of $ 971,250 .

This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law.

As of December 31, 2021, the accrued interest is $ 135,452 .

The Company is in discussions with the lender regarding the extension

of the maturity date of this note.

November 6, 2020, the Company entered into a Settlement Agreement with the holder of $ 120,000 of convertible notes with accrued and unpaid

interest of $ 8,716 and a $ 210,000 Promissory Noted dated June 23, 2020 with accrued and unpaid interest of $ 15,707 .

The Company issued

a new 12 % Promissory Note with a face value of $ 389,423 and a maturity date of November 6, 2023 .

In conjunction with this settlement,

the Company issued a warrant to purchase 60,000,000 shares of common stock at an exercise price of $ 0.0075 , subject to adjustments and

expires on the five -year anniversary of the issue date.

The Company analyzed the transaction and concluded that this was a modification

to the existing debt.

The investor exercised the warrant on January 14, 2021.

October 26, 2016, PCTI entered into a $ 210,000 note payable with a bank.

On July 24, 2020, due to defaults with the terms of the note,

On March 15, 2021, due to defaults with the terms of the note,

the note was amended with the outstanding balance due December 5, 2021, and the interest rate changed to 7.75 %.

Borrowings are collateralized

by substantially all of the assets of PCTI and the personal guarantee of PCTI’s President.

At December 31, 2020 and 2019, $151,469

and $174,444, respectively, was outstanding on the note payable.

On March 15, 2021, the maturity date of this note was extended to December

September 25, 2019, PCTI renewed their $350,000 promissory note with a bank that provides for borrowings of up to $350,000.

is due monthly and the principal was due on April 12, 2020, however, on July 24, 2020, due to PCTI being in default with agreement was

amended with a change in the maturity date to December 26, 2020, and the interest rate changed to the prime rate plus 3.25% (6.5% at

September 30, 2020).

Borrowings are collateralized by substantially all of the assets of PCTI and the personal guarantee of PCTI’s

At December 31, 2020 and 2019, $345,211 and $349,962, respectively, was outstanding on the promissory note.

On March 15, 2021,

the maturity date of this note was extended to December 26, 2021.

August 24, 2020 (the “Issue Date”), the Company entered into a 12%, $750,000 face value promissory note with a third-party

(the “Holder”) due August 24, 2021 (the “Maturity Date”).

Principal payments shall be made in six instalments

of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal

and interest due on the Maturity Date.

The Holder shall have the right from time to time, and at any time following an event of default,

as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into

fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement)

during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days

ending on the day preceding the conversion date.

The Company received proceeds of $663,000 on August 25, 2020, and the Company reimbursed

by substantially all of the assets of PCTI and the personal guarantee of PCTI’s former President.

As of December 31, 2021, and

December 31, 2020, $ 134,681 and $ 151,469 , respectively, was outstanding on the note payable.

This note is in default.

March 15, 2021, PCTI renewed their $ 350,000 promissory note with a bank that provides for borrowings of up to $ 350,000 .

Interest is due

monthly and the principal is due on December 26, 2021 , interest rate changed to the prime rate plus 3.25 % ( 6.5 % at March 15, 2021).

are collateralized by substantially all of the assets of PCTI and the personal guarantee of PCTI’s former President.

As of December

31, 2021, and December 31, 2020, $ 344,166 and $ 345,211 , respectively, was outstanding on the promissory note.

This note is in default.

August 24, 2020 (the “Issue Date”), the Company entered into a 12 %,

face value promissory note with a third-party

(the “Holder”) due August 24, 2021 (the “Maturity Date”).

payments shall be made in six instalments of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter

for 5 months and the final payment of principal and interest due on the Maturity Date.

The Holder shall have the right from time to time,

and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid

principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower

of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume

weighted average price during the five trading days ending on the day preceding the conversion date .

The Company received proceeds of $ 663,000

on August 25, 2020, and the Company reimbursed

the investor for expenses for legal fees and due diligence of $ 87,000 .

For the year ended December 31, 2020, amortization of the costs

of $30,813 was charged to interest expense.

In conjunction with this Note, the Company issued 2 common stock purchase warrants;

warrant entitles the Holder to purchase 122,950,819 shares of common stock at an exercise price of $0.0061, subject to adjustments and

expires on the five-year anniversary of the Issue Date.

The warrants issued resulted in a debt discount of $471,307, with the offset

to additional paid in capital.

For the year ended December 31, 2020, amortization of the debt discount of $166,921 was charged to interest

As of December 31, 2020, the outstanding principal balance of this note was $750,000 with a carrying value of $389,427, net

of unamortized discounts of $360,573.

April 20, 2020, PCTI was granted a loan from a bank in the amount of $100,400, pursuant to the Paycheck Protection Program (“PPP”)

For the year ended December 31, 2021, amortization of the costs of $ 56,188

was charged to interest expense.

In conjunction

with this Note, the Company issued 2 common stock purchase warrants;

each warrant entitles the Holder to purchase 122,950,819

shares of common stock at an exercise price of

subject to adjustments and expires on the five -year

anniversary of the Issue Date.

The warrants issued resulted in a debt discount of $ 750,000 .

For the year ended December 31, 2021, amortization of the debt discount of $ 484,376

was charged to interest expense.

During the year

ended December 31, 2021, the Company paid $ 375,000

to the Holder.

On May 3, 2021, the Company issued

shares of common stock to the Holder, upon the

cashless exercise of a portion of the warrants.

As of December 31, 2021, and 2020, the outstanding principal balance of this note was

and $ 750,000 ,

respectively, with a carrying value of $ 375,000

and $ 209,438 ,

net of unamortized discounts of $ 540,562

as of December 31, 2020.

This note is in default

and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law.

As of December

31, 2021, the accrued interest is $ 90,247 .

The Company is in discussions with the lender regarding the extension of the maturity

date of this note.

April 20, 2020, PCTI was granted a loan from Huntington Bank in the amount of $ 100,400 , pursuant to the Paycheck Protection Program (“PPP”)

under Division A, Title I of the CARES Act, which was enacted March 27, 2020.

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no prepayment penalties.

Under the terms of the loan, a portion or all of the loan is forgivable to the extent the loan proceeds are

used to fund qualifying payroll, rent and utilities during a designated twenty-four-week period.

Payments are deferred until the SBA

determines the amount to be forgiven.

The Company intends to utilize the proceeds of the PPP loan in a manner which will enable qualification

as a forgivable loan.

However, no assurance can be provided that all or any portion of the PPP loan will be forgiven.

The balance on

this PPP loan was $10,400 as of September 30, 2020 and has been classified as a long-term liability in notes payable.

July 14, 2020, PCTI received $10,000 grant under the Economic Injury Disaster Loan (“EIDL”) program.

Payments are deferred until the SBA determines the amount to be forgiven.

The Company utilized the proceeds

of the PPP loan in a manner which will enable qualification as a forgivable loan.

On March 26, 2021, the Company received notice from

Huntington Bank the they have determined that PCTI’s loan forgiveness application has been approved and has been submitted to the

On December 2, 2021, PCTI received a notice from Huntington Bank that the SBA has denied PCTI’s application for loan forgiveness,

due to inaccurate statements in the loan application as submitted by the former CEO of PCTI.

The balance on this PPP loan was $ 100,400

as of December 31, 2021, and 2020 and has been classified in notes payable.

July 14, 2020, PCTI received $ 10,000 grant under the Economic Injury Disaster Loan (“EIDL”) program.

Up to $ 10,000 of the

1 unchanged sentence

The first payment due is deferred one year.

entirety of the loan as of September 30, 2020 and has been classified as a long-term liability in notes payable.

following notes were assumed on July 10, 2020, pursuant to the PCTI transaction:

June 23, 2020, the Company entered into a Loan and Securities Purchase Agreement with a third- party lender.

Pursuant to the agreement

in exchange for a $210,000 Promissory Note, inclusive of an original issue discount of $35,000 the Company received proceeds of $175,000

from the lender.

The note carries an interest rate of 18% and a maturity date of June 23, 2022.

During the year ended December 31, 2020,

amortization of $35,000 was charged to interest expense.

This note was exchanged for the promissory note issued November 6, 2020 (see

loan as of December 31, 2021, and 2020 and has been classified in notes payable .

following note was assumed on July 10, 2020, pursuant to the PCTI transaction:

June 25, 2020, the Company entered into a 12 %, $ 203,000 face value promissory note with a third-party lender with a maturity date of

8 unchanged sentences

received proceeds of $ 176,000 on June 26, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence

of $ 27,000 .

For the year ended December 31, 2021, amortization of the costs of $ 13,185 was charged to interest expense.

3 unchanged sentences

common stock at an exercise price of $ 0.02 , subject to adjustments and expires on the five -year anniversary of the Issue Date.

the year ended December 31, 2021, the investor converted a total of $ 203,000 of the face value and $ 15,899 of accrued interest and fees

into 20,268,511 shares of common stock at an average conversion price of $ 0.0108 .

On January 8, 2021, and January 15, 2021, the investor

received 100,668,692 and 9,121,265 shares of common stock, respectively, upon the cashless exercise of the warrants.

As of December 31,

2021, and December 31, 2020, the outstanding principal balance of this note was $- 0 - and $ 203,000 , respectively.

9 – DEFERRED LIABILITY

2 unchanged sentences

PCTI agreed to pay the third-party a perpetual three percent ( 3 %) payment of revenues, as defined in the agreement.

Payments are due ninety (90) days after each calendar quarter, with the first payment due on or before March 31, 2021, for revenues

for the quarter ending December 31, 2020.

The Company has recorded the $750,000 as deferred liability on the December 31, 2020,

consolidated balance sheet.

Payments are due

ninety (90) days after each calendar quarter, with the first payment due on or before March 31, 2021, for revenues for the quarter ending

December 31, 2020.

The Company has recorded the $ 750,000 as deferred liability on the December 31, 2021, and 2020, consolidated balance

No payments have been made and the Company is in default of the agreement.

On February 26,

2021, the agreement was assigned to Ozop and on March 4, 2021, the note was amended, whereby in exchange for 175,000,000 shares

of common stock, the royalty percentage was amended to 1.8%.

On February 26, 2021, the agreement was assigned to

Ozop and on March 4, 2021, the note was amended, whereby in exchange for 175,000,000 shares of common stock, the royalty percentage was

amended to 1.8 %.

The Company valued the shares at $ 0.094 per share (the market value of the common stock on the date of the agreement)

and recorded $ 16,450,000 as debt restructure expense on the consolidated statement of operations for the year ended December 31, 2021.

As of December 31, 2021, the Company has recorded an expense and a liability of $ 215,151 on the consolidated financial statements.

10 – DEFERRED REVENUE

1 unchanged sentence

extended warranty period is from, March 2021 through February 2024, and accordingly the Company will recognize the revenue over such

Of this amount, $17,876 will be recognized in 2021 and the balance of $46,477 is included as a long- term liability on the consolidated

For the year ended December 31, 2021, the Company recognized $ 17,876 , of revenue.

Of the remaining deferred revenue of $ 46,477 ,

$ 21,451 is recognized as the current portion of deferred revenue and $ 25,026 is classified as a long- term liability on the consolidated

financial statements.

As of December 31, 2020, $ 17,876 is classified as the current portion and $ 46,477 is classified as a long- term

liability on the consolidated financial statements.

11 – RELATED PARTY TRANSACTIONS

1 unchanged sentence

the Company and Mr.

Conway (the “Employment Agreement”).

Pursuant to the terms of the Employment Agreement, Mr.

to receive an annual salary of $120,000, for his position of CEO of the Company, payable monthly.

Conway was issued 2,500 shares

of Series C Preferred Stock.

to receive an initial annual salary of $ 120,000 , for his position of CEO of the Company, payable monthly.

Conway was issued 2,500

shares of Series C Preferred Stock.

The Company valued the shares at $ 5,000 .

On August 28, 2020, Mr.

Conway was issued 1,333 shares of Series

D Preferred stock and 500 shares of series E Preferred Stock.

The Series D Preferred Stock is convertible in the aggregate into three

times the number of shares of common stock outstanding at the time of conversion.

Conway owns 6.67% of the issued and outstanding

Series D Preferred Stock, and based on the 3,107,037,634 shares outstanding on August 28, 2020, Mr.

Conway’s Preferred Stock is

convertible into 621,253,401 shares of common stock.

Based on the share price of the common stock on that date of $0.0065, the shares

were valued at $4,286,648 and recognized as compensation on the accompanying unaudited condensed consolidated Statement of Comprehensive

Conway was issued 1,333 shares of

Series D Preferred stock and 500 shares of Series E Preferred Stock.

The aggregate shares of Series D Preferred Stock in its entirety,

is convertible into one and one-half times the number of shares of common stock outstanding at the time of conversion.

On August 28,

Conway owned 6.67 % of the issued and outstanding Series D Preferred Stock, and based on the 3,107,037,634 shares outstanding

on August 28, 2020, Mr.

Conway’s Preferred Stock was convertible into 621,253,401 shares of common stock.

Based on the share price

of the common stock on that date of $ 0.0065 , the shares were valued at $ 4,286,648 and recognized as compensation during the year ended

December 31, 2020.

Effective January 1, 2021, Mr.

Conway’s compensation is $ 20,000 per month, and effective September 1, 2021,

Conway is receiving $ 10,000 per month from Ozop Capital.

E Preferred Stock

March 21, 2021, the Company issued 2,000 shares of Series E Preferred Stock (see Note 12), 1,800 of the shares were issued to Mr.

Pursuant to the terms and conditions of the Certificate of Designation of the Series E Preferred Stock, including the redemption value

of $ 1,000 per share, the Company recorded $ 1,800,000 as stock compensation expense for the Series E shares issued to Mr.

16, 2021, the Board of Directors (the “BOD”) of the Company authorized the issuance 2,000 shares of Series E Preferred stock,

of which 1,050 were issued to Mr.

The Company recorded $ 1,050,000 of expense related to the shares issued to Mr.

the year ended December 31, 2021, the Company redeemed the 2,850 shares issued to Mr.

Fees and related party payables

the years ended December 31, 2021, and 2020, the Company recorded expenses to its officers in the following amounts:

President, subsidiary

of December 31, 2020, and 2019, included in related party payable is $9,120 and $27,909, respectively, for the amounts owed the CEO of

OF EXPENSES TO OFFICERS

CEO, parent (includes $ 5,000 stock-based compensation year ended December 31, 2020)

CEO, parent- Series E Preferred Stock

CEO, parent- Series D Preferred Stock

President, subsidiary (resigned July 2021)

of December 31, 2020, included in related party payable is $ 9,120 for the amount owed the former President of PCTI (resigned in July

of Series C and Series D Preferred Stock

July 13, 2021, the Company entered into a Definitive Agreement (the “Agreement”) with Chis to purchase the 47,500 shares

of the Company’s Series C Preferred Stock held by Chis and the 18,667 shares of the Company’s Series D Preferred Stock held

by Chis for the total purchase price of $ 11,250,000 .

In conjunction with the Agreement, Chis resigned from any and all positions held

in the Company’s wholly owned subsidiary, PCTI.

Further, Chis agreed that upon her resignation and for a period of five years thereafter

(the “Restriction Period”), she shall not, directly or indirectly, solicit the employment of, assist in the soliciting of

the employment of, or hire any employee or officer of the Company, including those of any of its present or future subsidiaries, or induce

any person who is an employee, officer, agent, consultant or contractor of the Company to terminate such relationship with the Company.

Additionally, Chis agreed that during the Restriction Period, she shall not compete with the Company or PCTI anywhere worldwide or be

employed by any competitor of the Company.

12 – COMMITMENTS AND CONTINGENCIES

October 25, 2019, PCTI executed a non-cancellable lease of office and industrial space totaling 11,800 square feet in Zelienople, PA.,

which began December 1, 2019 and expires on November 30, 2022.

The lease terms include a monthly rent of $7,000 (see Note 12).

also pays $3,400 on a month to month basis for its corporate office in Warwick, New York.

March 4, 2019, the Company entered into a Separation Agreement (the “Separation Agreement”) with Salman J.

January 2, 2021, the Company entered into a ten ( 10 ) year lease for a 6-bay garage storage facility of approximately 2,500 square feet.

Pursuant to the lease the Company agreed to issue 100,000,000 shares of restricted common stock.

The shares were certificated on March

8, 2021, with an effective date of January 2, 2021.

The Company valued the shares $ 0.0063 , (the market value of the common stock on the

date of the agreement) and has recorded $ 630,000 as a prepaid expense.

The Company has not yet taken occupancy of the space,

September 1, 2021, Ozop Capital entered into an advisory agreement (the “RMA Agreement”) with Risk Management Advisors, Inc.

Pursuant to the terms of the RMA Agreement, RMA will assist Ozop Capital in analyzing, structuring, and coordinating

Ozop Capital’s participation in a captive insurance company.

RMA will coordinate legal, accounting, tax, actuarial and other services

necessary to implement the Company’s participation in a captive insurance company, including, but not limited to, the preparation

of an actuarial feasibility study, filing of all required regulatory applications, domicile selection, structural selection, and coordination

of the preparation of legal documentation.

In connection with the services listed above, Ozop Capital agreed to pay $ 50,000 and to issue

$ 50,000 of shares of restricted common stock.

One-half of the cash and stock were due upon the signing of the RMA Agreement.

RMA received $ 25,000 and 452,080 shares of restricted common stock of the Company in September 2021.

The balance of the cash and stock

became due on October 29, 2021, upon the issuance of the captive insurance company’s certificate of authority from the state of

The Company paid the $ 5,000 balance and recorded 637,755 shares of common stock to be issued.

For the year ended December 31,

2021, the Company recorded $ 50,000 as stock compensation expense.

April 13, 2021, the Company agreed to engage PJN Strategies, LLC (“PJN”) as a consultant.

Pursuant to the agreement, the

Company agreed to compensate PJN $ 20,000 per month.

Effective September 1, 2021, a new agreement was entered into between PJN and Ozop

Pursuant to the terms of the new one- year agreement Ozop Capital agreed to compensate PJN $ 84,000 per month.

For the year ended

December 31, 2021, the Company recorded $ 436,000 ,of consulting expenses.

April 16, 2021, the Company signed a letter of agreement with Rubenstein Public Relations, Inc.

Pursuant to the

letter of agreement, the Company agreed to engage RPR, effective May 1, 2021, on a month-to-month basis for $ 17,000 per month.

year ended December 31, 2021, the Company recorded $ 102,000 of consulting expenses.

The Company terminated the agreement in October 2021.

March 30, 2021, OES hired 2 individuals as Co-Directors of Sales.

Pursuant to their respective offers of employment, the Company agreed

to an annual salary of $ 130,000 with a signing bonus of $ 20,000 for each and to issue each 2,500,000 shares of restricted common stock

upon the execution of the agreements and every 90 days thereafter for the first year as long as the employee is still employed.

valued the initial shares at $ 0.092 per share (the market price of the common stock on the date of the agreement), and $ 460,000 is included

in stock-based compensation expense for the year ended December 31, 2021.

On July 1, 2021, the Company issued each of the Co-Directors

the 2,500,000 shares due after the first ninety days of employment.

The shares were valued at $ 0.0745 per share (the market price of

the common stock on the date of the issuance), and $ 372,500 is included in stock-based compensation expense for the year ended December

On October 1, 2021, the Company issued each of the Co-Directors the 2,500,000 shares due after the first one hundred eighty

days of employment.

The shares were valued at $ 0.0445 per share (the market price of the common stock on the date of the issuance), and

$ 227,500 is included in stock-based compensation expense for the year ended December 31, 2021.

One of the individuals resigned on January

March 15, 2021, the Company entered into a consulting agreement with Aurora Enterprises (“Aurora”).

Steven Martello is

a principal of Aurora.

Pursuant to the agreement Mr.

Martello will provide strategic analysis regarding existing markets and revenue

streams as well as the development of new lines of revenue.

The Company agreed to a monthly retainer fee of $ 10,000 and to issue to Aurora

or their designee 5,000,000 shares of restricted common stock.

The shares were issued in April 2021.

Aurora designated the shares to

be issued to Pegasus Partners, Inc.

The Company valued the shares at $ 0.1392 per share (the market price of the common stock on the date

of the agreement), and $ 696,000 is included in stock-based compensation expense for the year ended December 31, 2021.

For the year ended

December 31, 2021, the Company has recorded $ 90,000 of consulting expenses.

February 24, 2021, the Company entered into a consulting agreement with Christopher Ruppel.

Pursuant to the agreement Mr.

to join the Ozop Advisory Board.

During the year ended December 31, 2021, the Company issued 10,000,000 shares of restricted common stock

Ruppel and agreed to a monthly fee of $ 2,500 .

The Company valued the shares at $ 0.2386 per share (the market price of the common

stock on the date of the agreement), and $ 2,386,000 is included in stock-based compensation expense for the year ended December 31, 2021.

Effective April 1, 2021, the agreement was amended to $ 10,000 per month.

Effective May 1, 2021, the Company was no longer using the services

For the year ended December 31, 2021, the Company recorded $ 12,500 of consulting expenses.

February 19, 2021, the Company entered into a Joint Business Alliance agreement with Grid and Energy Master Planning, LLC (“GEMM”).

GEMM will provide advisory, financing and implementation solutions for behind-the-meter customers in the areas of energy efficiency,

solar, EV charging, and battery storage for OES.

The GEMM services allows OES to provide one-stop-shopping in these emerging and maturing

As of December 31, 2021, there has not been any transactions related to this agreement and the Company is continuing to evaluate

the accounting treatment of any future transactions.

January 22, 2021, the Company issued 10,000,000 shares of restricted common stock for legal services performed in 2020 and approved by

the BOD of the Company on December 1, 2020.

The Company valued the shares at $ 0.0056 per share (the market price of the common stock

on the date of the agreement), and $ 56,000 is included in stock-based compensation expense for the year ended December 31, 2021.

January 14, 2021, the Company entered into a Consulting Agreement with Mr.

Pursuant to the agreement, Mr.

Sosis will provide

services as the Director of Business Development for the Company’s wholly owned subsidiary.

Pursuant to the agreement, as amended,

the Company will pay Mr.

Sosis a monthly fee of $ 15,000 and an additional $ 1,000 in benefits.

The Company also agreed to issue Mr.

5,000,000 shares of restricted common stock.

The shares were issued in April 2021.

The Company valued the shares at $ 0.20 per share (the

market price of the common stock on the date of the agreement), and $ 1,000,000 was recorded as deferred stock compensation, to be amortized

over the one-year term of the agreement.

The Company terminated Mr.

Sosis’s employment in October 2021, and accordingly, for the

year ended December 31, 2021, $ 1,000,000 is included in stock-based compensation expense.

For the year ended December 31, 2021, the Company

recorded $ 75,500 of consulting expenses, and effective June 1, 2021, Mr.

Sosis became an employee of the Company through his termination

with a $ 15,000 per month salary.

January 6, 2021, the Company entered into a consulting agreement with Ezra Green to begin on February 8, 2021.

The Company agreed to

issue 10,000,000 shares of restricted common stock to Mr.

Green and to a monthly fee of $ 2,500 .

The Company valued the shares at $ 0.0076

per share (the market price of the common stock on the date of the agreement), and $ 76,000 was recorded as deferred stock-based compensation,

to be amortized over the one-year term of the agreement.

For the year ended December 31, 2021, the Company recorded $ 74,751 as stock-based

compensation expense.

Effective April 1, 2021, the agreement was amended to $ 10,000 per month.

On March 9, 2021, Mr.

Green filed a provisional

patent with the USPTO.

The provisional patent covers proprietary methods and procedures that, will allow the expansion of OES into the

EV charging and support industry.

The provisional patent relates to the more efficient production, distribution, and delivery of energy,

particularly renewable energy, to the EV end consumer and enables OES to build the support systems for such.

For the year ended December

31, 2021, the Company recorded $ 94,500 of consulting expenses.

March 4, 2019, the Company entered into a Separation Agreement (the “Separation Agreement”) with Salman J.

Chaudhry, pursuant

to which the Company agreed to pay Mr.

Chaudry $227,200 (the “Outstanding Fees”) in certain increments as set forth in the

Chaudry $ 227,200 (the “Outstanding Fees”) in certain increments as set forth in the

Separation Agreement.

As of December 31, 2020, and December 31, 2019, the balance owed Mr.

As of December 31, 2021 and 2020, the balance owed Mr.

Chaudhry is $ 162,085 .

July 10, 2020, PCTI assumed a contract entered into by the Company on June 5, 2020, for media relations services with a third-party.

Pursuant to the Agreement, the Company will pay the consultants $10,000 per month for the development and execution of a comprehensive

media relations plan.

July 24, 2020, PCTI, the Company’s wholly owned subsidiary, entered into a three- month consulting agreement with a third-party.

Pursuant to the agreement, the Company will pay the consultant $10,000 per month and the consultant will provide services, including,

but not limited to, identifying PCTI’s best path forward into the renewable energy and energy storage industries as well as advance

their presence in the maritime/transportation industry.

July 29, 2020, PCTI entered into a three-month Performance Solutions Agreement (the “PSA”), with automatic monthly renewals,

until terminated either arty on a thirty (30) day written notice to the other party.

Pursuant to the PSA, the Company will pay a monthly

fee of $5,000 for services including social media and search engine optimization.

September 2, 2020, PCTI entered into an Agreement with a third- party.

Pursuant to the terms of the agreement, in exchange for $ 750,000 ,

PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement (see Note 7).

March 4, 2021 a Complaint and Demand for Jury Trial (the “Complaint”) was filed by a plaintiff (the “Plaintiff”)

in the United States District Court for the Southern District of New York.

The Complaint named Ozop Energy Solutions, Inc.

(“OZOP”)

and Brian Conway, Ozop’s Chief Executive Officer, (the “CEO”).

OZOP and the CEO are collectively referred to

herein as “Defendants”.

The Complaint alleges that the Plaintiff’s purchase and sale of OZOP’s securities,

and damages caused by OZOP and its CEO, were violations of federal and state securities law and common laws.

This securities fraud

complaint is based on two (2) press releases issued by OZOP:

the first dated January 12, 2021, which the complainant alleges contained

materially false and misleading information about the execution of a Master Supply Agreement, and the second dated February 5,

2021, that retracted the press release it issued on January 12, 2021.

In reliance on OZOP’s January 12, 2021 press release

(which was retracted and corrected by OZOP’s February 5, 2021 press release), on the same date, Plaintiff sold all of his

4,370,180 OZOP shares on the public market.

The Plaintiff alleges that the February 5, 2021 corrective press release (which retracted

the January 12, 2021 press release and corrected the material misrepresentations provided therein) caused a dramatic increase

in the price of OZOP’s shares, significantly in excess of the price at which Plaintiff sold his OZOP shares on January 12,

2021 (in reliance on the January 12, 2021 press release), causing Plaintiff to suffer significant losses, in excess of two Million

Dollars, as a direct and proximate result of Defendants’

material misrepresentations.

The Company disputes the allegations

in the Complaint has engaged counsel to vigorously defend the Company and the CEO.

November 12, 2020, a former employee of PCTI filed a Charge of Discrimination against PCTI, for wrongful discharge based on sex

and retaliation with the Equal Employment Opportunity Commission (“EEOC”) and the Pennsylvania Human Relations Commission

for events occurring on or before June 3, 2020.

The matter is currently under investigation with the EEOC.

STOCKHOLDERS’

the period from July 11, 2020 to December 31, 2020, holders of an aggregate of $2,043,937 in principal and $378,613 of accrued interest

and fees of convertible notes issued by the Company and assumed by PCTI on July 10, 2020, converted their debt into 1,411,815,206 shares

of our common stock at an average conversion price of $0.0017 per share.

The Company also issued 134,212,357 shares of common stock upon

the cashless exercise of common stock purchase warrants.

PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement .

On February 26, 2021,

the agreement was assigned to Ozop and on March 4, 2021, the agreement was amended, whereby in exchange for 175,000,000 shares of common

stock, the royalty percentage was amended to 1.8 % (see Note 9).

The Company valued the shares at $ 0.094 per share (the market value of

the common stock on the date of the agreement) and recorded $ 16,450,000 as debt restructure expense on the consolidated statement of

operations for the year ended December 31, 2021.

As of December 31, 2021, the Company has recorded $ 215,171 and is included in accounts

payable and accrued expenses on the consolidated balance sheet presented herein.

know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding

or pending litigation.

There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial

shareholder, is an adverse party or has a material interest adverse to our interest.

13– STOCKHOLDERS’ EQUITY

the period from January 1, 2021, to December 31, 2021, holders of an aggregate of $ 760,550 in principal and $ 201,905 of accrued interest

and fees of convertible and promissory notes, converted their debt into 483,154,618 shares of our common stock at an average conversion

price of $ 0.002 per share.

the year ended December 31, 2021, the Company also issued the following shares of restricted common stock:

shares of restricted common stock pursuant to a lease agreement (see Note 10).

shares of restricted common stock pursuant to restructuring agreement related to a deferred liability (see Note 9).

shares of restricted common stock in the aggregate for services and consulting agreements.

the year ended December 31, 2021, the Company also issued 405,797,987 shares of common stock upon the cashless exercise of common stock

purchase warrants.

of December 31, 2021, the Company has 4,990,000,000 shares of $ 0.001 par value common stock authorized and there are 4,617,362,997 shares

of common stock issued and outstanding.

of December 31, 2020, 10,000,000 shares have been authorized as preferred stock, par value $0.001 (the “Preferred Stock”),

of December 31, 2021, 10,000,000 shares have been authorized as preferred stock, par value $ 0.001 (the “Preferred Stock”),

which such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors

may determine from time to time.

July 7, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series

C Preferred Stock

Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company’s

July 7, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series

C Preferred Stock.

Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company’s

preferred remain designated as Series C Preferred Stock.

3 unchanged sentences

2020, pursuant to the SPA with PCTI, the Company issued 47,500 shares of Series C preferred Stock to Chis.

As of December 31, 2020, there

were 50,000 shares of Series C Preferred Stock issued and outstanding, of which 2,500 are issued to Mr.

July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred

Under the terms of the Certificate of Designation of Series D Preferred Stock, 20,000 shares of the Company’s preferred

stock have been designated as Series D Convertible Preferred Stock.

On July 13, 2021, the Company

purchased 47,500 shares of the Company’s Series C Preferred Stock held by Chis (see Note 11).

As of December 31, 2021, and 2020,

there were 2,500 and 50,000 shares, respectively, of Series C Preferred Stock issued and outstanding, of which 2,500 shares are held

D Preferred Stock

July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock.

Under the terms of the Certificate of Designation of Series D Preferred Stock, 20,000 shares of the Company’s preferred stock have

been designated as Series D Convertible Preferred Stock.

The holders of the Series D Convertible Preferred Stock shall not be entitled

to receive dividends.

The holders as a group may, at any time convert all of the shares of Series D Convertible Preferred Stock into

a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares

of common stock of the Company on the date of conversion, by 3.

Except as provided in the Certificate of Designation or as otherwise

required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders

of the Company for their vote, waiver, release or other action.

The Series D Convertible Preferred Stock shall not bear any liquidation

On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 18,667 shares of Series D preferred Stock to Chis, and on

August 28, 2020, pursuant to Mr.

Conway’s employment agreement, the Company issued 1,333 shares of Series D Preferred Stock to

Accordingly, on August 28, 2020, Mr.

Conway owned 6.67 % of the issued and outstanding Series D Preferred Stock, and based

on the 3,107,037,634 shares outstanding on August 28, 2020, Mr.

Conway’s Preferred Stock was convertible into 621,253,401 shares

of common stock.

Based on the share price of the common stock on that date of $ 0.0065 , the shares were valued at $ 4,286,648 .

13, 2021, the Company purchased 18,667 shares of the Company’s Series D Preferred Stock held by Chis (see Note 11).

July 27, 2021, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation

of Series D Preferred Stock (the “Series D Amendment”).

Under the terms of the Series D Amendment, 4,570 shares of the Company’s

preferred stock will be designated as Series D Convertible Preferred Stock.

The holders of the Series D Convertible Preferred Stock shall

not be entitled to receive dividends.

The holders as a group may, at any time convert all of the shares of Series D Convertible

Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued

and outstanding shares of common stock of the Company on the date of conversion, by 3.

Except as provided in the Certificate of

Designation or as otherwise required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any

matter submitted to the shareholders of the Company for their vote, waiver, release or other action.

The Series D Convertible

Preferred Stock shall not bear any liquidation rights.

On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 18,667

shares of Series D preferred Stock to Chis, and on August 28, 2020, pursuant to Mr.

Conway’s employment agreement, the Company

issued 1,333 shares of Series D Preferred Stock to Mr.

Accordingly, Mr.

Conway owns 6.67% of the issued and outstanding

Series D Preferred Stock, and based on the 3,107,037,634 shares outstanding on August 28, 2020, Mr.

Conway’s Preferred Stock

is convertible into 621,253,401 shares of common stock.

Based on the share price of the common stock on that date of $0.0065, the

shares were valued at $4,286,648.

As of December 31, 2020, there were 20,000 shares of Series D Preferred Stock issued and

July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock.

Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock have

Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock

held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued

and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of shares

of Series D Convertible Preferred Stock being converted.

Except as provided in the Series D Amendment or as otherwise required by law,

no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company

for their vote, waiver, release or other action.

The Series D Convertible Preferred Stock shall not bear any liquidation rights.

28, 2021, the Company closed on a Stock and Warrant Purchase Agreement (the “Series D SPA”).

Pursuant to the terms of Series

D SPA, an investor in exchange for $ 13,200,000 purchased one share of Series D Preferred Stock, and a warrant to acquire 3,236 shares

of Series D Preferred Stock.

As of December 31, 2021, and 2020, there were 1,334 and 20,000 shares, respectively, of Series D Preferred

Stock issued and outstanding and warrants to purchase 3,236 shares of Series D Preferred Stock are outstanding as of December 31, 2021.

warrant has a 15 - year term and Partial Warrant Lock Up and Leak-Out Period.

The Holder may only exercise the Warrant and purchase Warrant

Shares as follows:

to 162 (one hundred and sixty-two) Warrant Shares, at any time or times on or after the Initial Exercise Date and no later than on

or before the Termination Date;

Remainder of the Warrant representing up to 3,074 (three thousand and seventy-four) Warrant Shares (“Remaining Warrant Shares”)

shall be locked up for a period of 36 (thirty-six) months from the Initial Exercise Date (“Lock Up Period”) and shall

become exercisable at any time or times from the date that is the 36 (thirty-six) month anniversary of the Initial Exercise Date

(“Lock Up Period Termination Date”) and no later than on or before the Termination Date, as follows:

every 1(one) year period, starting on the day that is the Lock Up Period Termination Date, the Holder shall have the right to exercise

the Remainder of the Warrant up to a maximum number of Remaining Warrant Shares that, if converted, would be equal to no more than

a maximum of 5% (five percent) of the total number of outstanding shares of Common Stock of the Company during such given year (“Leak-Out

The Leak-Out Period shall come into effect on the day that is the Lock Up Period Termination Date and remain effective

on a yearly basis, for a period of 10 (ten) years thereafter, after which the Leak-Out Period will automatically terminate and become

null and void.

For clarity purposes the Remainder of the Warrant shall become freely exercisable at any time or times beginning on

June 29, 2034 and until the Termination Date .

E Preferred Stock

July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock.

Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock have

been designated as Series E Preferred Stock.

3 unchanged sentences

At any time, the Corporation may

redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”)

at $ 1,000 (one thousand dollars) per share.

3 unchanged sentences

Pursuant to Mr.

Conway’s employment agreement, the Company issued 500 shares of Series E Preferred Stock to Mr.

of December 31, 2020, there were 1,000 shares of Series E Preferred Stock issued and outstanding.

Conway’s employment agreement, the Company issued 500 shares of Series E Preferred Stock to Mr.

March 2, 2021, the BOD authorized the issuance of 1,800 shares of Series E Preferred Stock to Mr.

Conway and 200 shares of Series E Preferred

Stock to a third-party service provider.

The issuances were for services performed.

Pursuant to the terms and conditions of the Certificate

of Designation of the Series E Preferred Stock, including the redemption value of $ 1,000 per share, the Company recorded $ 2,000,000 as

stock-based compensation expense for year ended December 31, 2021.

On March 24, 2021, the Company redeemed the 3,000 shares of Series

E Preferred Stock outstanding on that date.

On April 16, 2021, the BOD authorized the issuance of 2,000 shares of Series E Preferred

stock, of which 1,050 were granted to Mr.

The issuances were for services performed.

Pursuant to the terms and conditions of

the Certificate of Designation of the Series E Preferred Stock, including the redemption value of $ 1,000 per share, the Company recorded

$ 2,000,000 as stock-based compensation expense for the year ended December 31, 2021.

As of December 31, 2021, and 2020, there were - 0 -

and 1,000 shares of Series E Preferred Stock issued and outstanding, respectively.

14 – NONCONTROLLING INTEREST

August 19, 2021, the Company formed Ozop Capital.

Upon formation, the Company owned 51 % with PJN owning 49 %.

Brian Conway was appointed

as the sole officer and director of Ozop Capital and has voting control of Ozop Capital.

The Company presents interest held by noncontrolling

interest holders within noncontrolling interest in the consolidated financial statements.

During the year ended December 31, 2021, there

was no change in the ownership percentages.

For the year ended December 31, 2021, Ozop Capital incurred a loss of $ 520,623 , of which

$ 255,105 is the loss attributed to the noncontrolling interest.

15 - OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES

8 unchanged sentences

Leases (Topic 842) over the lease term.

During the years ended December 31, 2020, and 2019, the Company recorded

$84,278 and $100,946 respectively, for rent expense.

adopting Topic 842, the Company has elected the ‘package of practical expedients’, which permit it not to reassess under

During the years ended December 31, 2020, the Company recorded $ 84,278

for rent expense.

During the year ended December 31, 2020, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and

lease liabilities of $ 185,139 for this lease.

April 14, 2021, the Company entered into a five -year lease which began on June 1, 2021, for approximately 8,100 square feet of office

and warehouse space in Carlsbad, California, expiring May 31, 2026 .

Initial lease payments of $ 13,148 begin on June 1, 2021, and increase

by approximately 2.4 % annually thereafter.

The interest rate used to determine the present value is our incremental borrowing rate, estimated

to be 7.5 %, as the interest rate implicit in most of our leases is not readily determinable.

During the six months ended June 1, 2021,

upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $ 702,888 for this lease.

adopting Topic 842, the Company has elected the ‘package of practical expedients’, which permit it not to reassess under

the new standard its prior conclusions about lease identification, lease classification and initial direct costs.

2 unchanged sentences

the latter is not applicable to the Company.

the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less.

During the nine months ended September

30, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $185,139.

the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less.

use assets are summarized below:

OF RIGHT-OF-USE ASSETS

December 31, 2021

3 unchanged sentences

lease liabilities are summarized as follows:

SCHEDULE OF OPERATING LEASE LIABILITIES

December 31, 2021

3 unchanged sentences

of lease liabilities are as follows:

SCHEDULE OF MATURITY OF LEASE LIABILITIES

For the year ending December 31, 2022

For the eleven months ending November 30, 2022

For the year ending December 31, 2023

For the year ended December 31, 2024

For the year ended December 31, 2025

For the year ended December 31, 2026

present value discount

1 unchanged sentence

16 – SUBSEQUENT EVENTS

January 1, 2021, through April 14, 2021, the Company has issued 428,747,654 shares of common stock upon the conversion

of $873,155 of principal, accrued interest and fees of convertible notes.

The Company has also issued 330,797,987

shares of common stock upon the cashless exercise of warrants.

January 2, 2021, the Company entered into a ten (10) year lease for a 6-bay garage storage facility of approximately 2,500 square feet.

Pursuant to the lease the Company agreed to issue 100,000,000 shares of restricted common stock.

The shares were certificated on March

8, 2021, with an effective date of January 2, 2021.

January 6, 2021, the Company entered into a consulting agreement with Ezra Green to begin on February 8, 2021.

The Company agreed to

issue 10,000,000 shares of restricted common stock to Mr.

Green and to a monthly fee of $2,500.

January 14, 2021, the Company entered into a Consulting Agreement with Mr.

Pursuant to the agreement, Mr.

Sosis will provide

services as the Director of Business Development for the Company’s wholly owned subsidiary OES .

Sosis has over 20 years

in solar and renewable energy, ranging from all aspects of engineering, procurement, and construction on both the residential and commercial

sides of the business and includes business development in creating sales infrastructure from financing to technology development.

Sosis is a key part of the OES team as it strides to become a global leader of supply chain solutions within the renewable energy market.

Pursuant to the agreement, as amended, the Company will pay Mr.

Sosis a monthly fee of $15,000 and an additional $1,000 in benefits.

The Company also agreed to issue Mr.

Sosis 5,000,000 shares of restricted common stock.

January 22, 2021, the Company issued 10,000,000 shares of restricted common stock for legal services performed in 2020 and approved

by the BOD of the Company on December 1, 2020.

February 4, 2021, the Company entered into a Consulting Services Agreement with Energy Elements Works, LLC and Mr.

to the agreement, Mr.

Graham will provide services as a Consulting Engineer for the Company’s wholly owned subsidiary OES.

Company has agreed to compensate Mr.

Graham $100 per hour for his services.

February 9, 2021, the Company entered into a 12% promissory note with a third- party lender with a maturity date of February 9, 2022.

In exchange for the issuance of the $2,200,000 note, inclusive of an original issue discount of $200,000 the Company received proceeds

of $2,000,000 on February 16, 2021, from the lender.

In conjunction with the note, the Company issued a warrant to purchase 50,000,000

shares of common stock at $0.15 per share (subject to adjustments) with an expiry date on the three- year anniversary of the note.

February 19, 2021, the Company entered into a Joint Business Alliance agreement with Grid and Energy Master Planning, LLC (“GEMM”).

GEMM will provide advisory, financing and implementation solutions for behind-the-meter customers in the areas of energy efficiency,

solar, EV charging, and battery storage for OES.

The GEMM services allows OES to provide one-stop-shopping in these emerging and maturing

February 24, 2021, the Company entered into a consulting agreement with Christopher Ruppel.

Pursuant to the agreement Mr.

join the Ozop Advisory Board.

The Company issued 10,000,000 shares of restricted common stock to Mr.

Ruppel and agreed to a monthly fee

February 26, 2021, the agreement entered into on September 2, 2020 (see note 7) with PCTI was assigned to Ozop and

on March 4, 2021, the note was amended, whereby in exchange for 175,000,000 shares of common stock, the royalty percentage was

amended to 1.8%.

March 2, 2021, the BOD authorized the issuance of 1,800 shares of Series E Preferred Stock to Mr.

Conway and 200 shares of Series E Preferred

Stock to Venture Equity, LLC.

The issuances were for services performed.

As of March 2, 2021, there were 3,000 shares of Series E Preferred

Stock issued and outstanding.

On March 24, 2021, the Company redeemed 3,000 shares of Series E Preferred Stock outstanding on that date.

March 9, 2021, Mr.

Green filed a provisional patent with the USPTO.

The provisional patent covers proprietary methods and procedures

that, will allow the expansion of OES into the EV charging and support industry.

The provisional patent relates to the more efficient

production, distribution, and delivery of energy, particularly renewable energy, to the EV end consumer and enables OES to build the

support systems for such.

March 11, 2021, OES, the Company’s wholly owned subsidiary executed a 25-year lease on a property to build its first lithium-ion

battery storage and power facility.

Pursuant to the lease OES will pay $100,000 annually to rent the facility located in Brooklyn, New

March 15, 2021, the Company entered into a consulting agreement with Aurora Enterprises (“Aurora”).

Steven Martello

is a principal of Aurora.

January 1, 2022, the Company entered into a new employment agreement with Mr.

Pursuant to the agreement, Mr.

Martello will provide strategic analysis regarding existing markets and

revenue streams as well as the development of new lines of revenue.

The Company agreed to a monthly retainer fee of $10,000 and

to issue to Aurora or their designee 5,000,000 shares of restricted common stock.

March 17, 2021, the Company entered into a 12% promissory note with a third- party lender with a maturity date of March 17, 2022.

exchange for the issuance of the $11,110,000 note, inclusive of an original issue discount of $1,000,000 and lender costs of $110,000

the Company received proceeds of $10,000,000 on March 23, 2021, from the lender.

March 30, 2021, OES hired 2 individuals as Co-Directors of Sales.

The Company agreed to an annual salary of $130,000 with a signing bonus

of $20,000 for each and to issue each 2,500,000 shares of restricted common stock after 90 days of employment and every 90 days thereafter

for the first year as long as the employee is still employed.

Conway received

a $ 250,000 contract renewal bonus and will receive an annual compensation of $ 240,000

from the Company and will also be eligible to

receive bonuses and equity grants at the discretion of the BOD.

The Company also agreed to compensate Mr.

Conway for services provided

directly to any of the Company’s subsidiaries.

Ozop Capital began compensating Mr.

Conway $ 20,000

per month in January 2022 and OES began compensating

Conway $ 20,000

in March 2022.

February 25, 2022, the Company formed Ozop Engineering and Design, Inc.

(“OED”) a Nevada corporation, as a wholly owned subsidiary

of the Company.

OED was formed to become a premier engineering and lighting control design firm.

OED offers product and design support

for lighting and solar projects with a focus on fast lead times and technical support.

OED and our partners are able to offer the resources

needed for lighting, solar and electrical design projects.

OED will provide customers systems to coordinate the understanding of electrical

usage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs.

with architects, engineers, facility managers, electrical contractors and engineers.

April 4th, 2022, the Company and GHS Investments LLC (“GHS”).

signed a Securities Purchase Agreement (the “GHS Purchase

Agreement”) for the sale of up to Two Hundred Million ( 200,000,000 ) shares of the Company’s common stock to GHS.

sell shares of our common stock from time to time over a six (6)- month period ending October 4, 2022 , at our sole discretion, to GHS

under the GHS Purchase Agreement.

The purchase price shall be 85% of lowest VWAP for the ten (10) days preceding the Company’s

notice to GHS for the sale of the Company’s common stock.

On April 8, 2022, the Company filed a Prospectus Supplement to the Registration

Statement dated October 14, 2021, regarding the GHS Purchase Agreement.

Company has evaluated subsequent events through the date the financial statements were issued.

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What changed 10-K

Item 9A. Controls and Procedures