What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-16 compared with 2023-04-17 · 537 added, 602 removed, 1214 unchanged (48% of the section changed)

56 unchanged sentences

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.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

121 unchanged sentences

Brian P Conway (1)

Catherine Chis (2)

On February 28, 2020, Mr.

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

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

Value of Initial Fixed $100 Investment Based on:

23 unchanged sentences

and 500 shares of Series E Preferred Stock.

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.

Effective January 1, 2022, the Company entered into a new employment agreement with Mr.

the agreement, Mr.

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.

January 1, 2022, the Company entered into an employment agreement with Mr.

Pursuant to the agreement, Mr.

Conway received a $250,000

contract renewal bonus (included in the year ended December 31, 2022) and receives 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.

for services provided directly to any of the Company’s subsidiaries.

Ozop Capital increased Mr.

Conway’s compensation

to $20,000 per month in January 2022 and OES and OED began compensating Mr.

Conway $20,000 in April 2022.

Conway’s compensation to

$20,000 per month in January 2022, OES began compensating Mr.

Conway $20,000 in March 2022, and OED began compensating Mr.

Conway $20,000

per month beginning in April 2022.

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

3 unchanged sentences

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.

have not compensated our directors for their service on our Board from our inception through December 31, 2023.

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 March 31, 2023, (unless otherwise noted) by (i) each

following table shows the beneficial ownership of the Company’s shares as of April 16, 2024, (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

2 unchanged sentences

The table includes shares that may be

acquired within 60 days of March 31, 2023, upon the exercise of stock options by employees or outside directors and shares of restricted

acquired within 60 days of April 1, 2024, 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

3 unchanged sentences

Name and Title:

beneficial ownership

Executive Officers and Directors:

4 unchanged sentences

Percentages are based on 5,907,488,753 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 March 31, 2023.

shares of Series D Preferred stock issued and outstanding as of April 16, 2024.

The voting rights associated with the Series C Preferred

9 unchanged sentences

Certain Relationships and Related Transactions

the years ended December 31, 2022, and 2021, the Company recorded expenses to its officers in the following amounts:

CEO, parent- Series E Preferred Stock

the years ended December 31, 2023, and 2022, the Company recorded expenses to its officers of $960,000 and $1,090,000, respectively.

Principal Accountant Fees and Services

76 unchanged sentences

FINANCIAL STATEMENTS

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

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

Consolidated Balance Sheets as of December 31, 2023, and 2022

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022 and 2021

Consolidated Statements of Stockholders’ Deficit as of December 31, 2022 and 2021

Consolidated Statements of Operations for the years ended December 31, 2023, and 2022

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2023, and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023, and 2022

1 unchanged sentence

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Ozop Energy Solutions, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance

sheets of Ozop Energy Solutions, Inc.

(the Company) as of December 31, 2022, and 2021, and the related consolidated statements of operations,

changes in 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, 2022, and 2021, 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.

Going Concern

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern.

As described in Note 2 to the consolidated financial statements, As of December 31, 2022,

the Company had an accumulated deficit of $211,300,799 and a working capital deficit of $7,552,616 (including derivative liabilities of

As of December 31, 2022, the Company was in default of $1,470,000 plus accrued interest on debt instruments 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.

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

Basis for Opinion

These 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.

We 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.

the Board of Directors and Stockholders of

Energy Solutions, Inc.

on the Consolidated Financial Statements

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

(the “Company”) as of December 31,

2023, and 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended

December 31, 2023 and 2022, 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 consolidated financial position of the Company as

of December 31, 2023, and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022,

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.

As described in Note

2 to the consolidated financial statements, as of December 31, 2023, the Company had an accumulated deficit of $218,670,480 and a working

capital deficit of $27,002,353 (including derivative liabilities of $1,216,078).

As of December 31, 2023, the Company was in default

of $3,315,000 plus accrued interest on debt instruments due to non-payment upon maturity dates.

These factors, among others, raise substantial

doubt about 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 consolidated financial statements.

The accompanying consolidated 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.

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.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the

risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 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.

Critical Audit Matter

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.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the 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.

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.

/s/ Prager Metis CPA’s LLC

We have served as the Company’s auditor since 2018

Hackensack, New Jersey

April 17, 2023

ENERGY SOLUTIONS, INC.

BALANCE SHEET

Prager Metis CPAs LLC

have served as the Company’s auditor since 2018

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

Current Assets

2 unchanged sentences

Vendor deposits

Assets of discontinued operations

Total Current Assets

1 unchanged sentence

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable and accrued expenses

Convertible notes payable, net of discounts

Convertible notes payable

Current portion of notes payable, net of discounts

Customer deposits

Deferred liability

Derivative liabilities

Operating lease liability, current portion

Deferred liability

Liabilities of discontinued operations

1 unchanged sentence

Long Term Liabilities

Note payable, net of discount

Notes payable, net of discount

Operating lease liability, net of current portion

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES

Stockholders’ Equity (Deficit)

Stockholders’ Deficit

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

Series C Preferred Stock ( 50,000 shares authorized and 2,500 and shares issued and

Series C Preferred Stock ( 50,000 shares authorized and 2,500 shares issued and outstanding, par value

Series D Preferred Stock ( 4,570 shares authorized and 1,334 shares issued and

outstanding, par value $ 0.001 )

Series D Preferred Stock ( 4,570 shares authorized and 1,334 shares issued and outstanding, par value

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

1 unchanged sentence

Common stock ( 6,990,000,000 shares authorized, par value $ 0.001 ;

4,771,275,349 (2022) and 4,617,362,977 (2021) shares

issued and outstanding)

Treasury Stock, at cost, 47,500 shares of Series C Preferred Stock and 18,667 shares of Series D

Preferred Stock

5,481,513,400 and 4,771,275,349

shares issued and outstanding as of December 31, 2023, and 2022, respectively)

Treasury stock, at cost, 47,500 shares of Series C Preferred Stock and 18,667

shares of Series D Preferred Stock

( 11,249,934 )

1 unchanged sentence

Common stock to be issued;

637,755 shares as of December 31, 2022 and 2021

637,755 shares

Additional paid in capital

3 unchanged sentences

Total Ozop Energy Solutions, Inc.

stockholders’ equity (deficit)

stockholders’ deficit

( 25,733,410 )

1 unchanged sentence

Noncontrolling interest

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

TOTAL STOCKHOLDERS’ DEFICIT

( 26,518,187 )

( 20,976,769 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

notes to consolidated financial statements.

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31,

Cost of goods sold

Gross profit (loss)

Operating expenses:

General and administrative, related parties

Loss associated with early termination of vendor agreement

General and administrative, other

5 unchanged sentences

Interest expense

(Gain) loss on change in fair value of derivatives

Gain on change in fair value of derivatives

( 3,212,113 )

Loss on extinguishment of debt

Debt restructure expense

( 19,202,431 )

Total Other (Income) Expenses

( 10,763,570 )

Net income (loss) from continuing operations before income taxes

Income (loss) from continuing operations before income taxes

( 7,391,132 )

4 unchanged sentences

Loss on disposal of assets

Loss on discontinued operations

Income (loss) from discontinued operations, net of tax

Income (loss) from discontinued operations

Net income (loss)

3 unchanged sentences

$ ( 7,369,681 )

Income (loss) from continuing operations per share of common

stock basic and fully diluted

Income (loss) from continuing operations per share of common stock basic and

fully diluted

Income (loss) from discontinued operations per share of common stock basic and

5 unchanged sentences

4,661,316,460

notes to consolidated financial statements.

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

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

YEAR ENDED DECEMBER 31, 2022

stock to be issued

C Preferred Stock

D Preferred Stock

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2023

Common stock to be issued

Series C Preferred Stock

Series D Preferred Stock

Noncontrolling

Stockholders’Equity

January 1, 2022

Stockholders’

Balances January 1, 2023

4,771,275,349

4 unchanged sentences

$ ( 20,976,769 )

stock issued for services

of shares of common stock sold, net of issuance costs of $ 24,967

December 31, 2022

Issuance of shares of common stock sold, net of issuance costs of $ 58,230

( 7,369,681 )

Balances December 31, 2023

5,481,513,400

2 unchanged sentences

$ ( 218,670,480 )

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

YEAR ENDED DECEMBER 31, 2021

stock to be issued

C Preferred Stock

D Preferred Stock

E Preferred Stock

Comprehensive

$ ( 784,777 )

$ ( 26,518,187 )

ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022

Common stock to be issued

Series C Preferred Stock

Series D Preferred Stock

Noncontrolling

Stockholders’ Equity

January 1, 2021

Stockholders’

Balances January 1, 2022

4,617,362,977

issued for conversions of note and interest payable

issued upon cashless exercise of warrants

of Series E Preferred Stock

issued and to be issued for fees and services

issued for lease agreement

issued for debt restructure

of Series C and Series D stock for Treasury

of Series D Preferred Stock and warrants

currency translation adjustment

$ ( 11,249,934 )

$ 196,464,222

December 31, 2021

$ ( 217,326,611 )

1 unchanged sentence

$ ( 27,749,423 )

notes to consolidated financial statements.

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

4,617,362,977

$ ( 11,249,934 )

$ 196,464,222

$ ( 217,326,611 )

$ ( 255,105 )

$ ( 27,749,423 )

Issuance of common stock for services

Issuance of shares of common stock sold, net of issuance costs of $ 35,822

Net income (loss)

Net income(loss)

Balances December 31, 2022

4,771,275,349

$ ( 11,249,934 )

$ 197,586,824

$ ( 211,300,799 )

$ ( 784,777 )

$ ( 20,976,769 )

4,771,275,349

$ ( 11,249,934 )

$ 197,586,824

$ ( 211,300,799 )

$ ( 784,777 )

$ ( 20,976,769 )

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

ENERGY SOLUTIONS, INC.

STATEMENTS OF CASH FLOWS

For the Year Ended December 31,

2 unchanged sentences

$ ( 7,391,132 )

Net loss from discontinued operations

Adjustments to reconcile net income (loss) to net cash used in continuing operations

Net income (loss) from discontinued operations

Net income (loss)

( 7,369,681 )

Adjustments to reconcile net income (loss) to net cash used in operating activities

Non-cash interest expense

Amortization and depreciation

Debt restructure expense

(Gain) loss on fair value change of derivatives

Gain on fair value change of derivatives

( 3,212,113 )

Loss on extinguishment of debt

( 19,202,431 )

Inventory write-down

Stock compensation expense

Termination costs of vendor agreements

Income on forfeited customer deposit

Changes in operating assets and liabilities:

1 unchanged sentence

( 2,812,916 )

Prepaid expenses

2 unchanged sentences

Accounts payable and accrued expenses

Deferred revenue

Operating lease liabilities

Customer deposits

Net cash used in continued operations

( 8,990,602 )

Net cash used in continuing operations

( 8,990,602 )

2 unchanged sentences

( 8,599,296 )

( 6,354,717 )

Cash flows from investing activities:

Purchase of office and computer equipment

Net cash used in investing activities of continued operations

Net cash used in investing activities of discontinued operations

Net cash used in investing activities

2 unchanged sentences

Proceeds from issuances of notes payable

Proceeds from sale of Series D preferred stock and warrants

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 )

Net cash provided by financing activities

9 unchanged sentences

Reclass from prepaid expenses to fixed assets

Issuance of common stock upon convertible note and accrued interest conversion

Operating lease right-of-use assets and liabilities

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.

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

ENERGY SOLUTIONS, INC.

42 unchanged sentences

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

On May 5, 2023, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation

(the “Amendment”) to increase the authorized capital stock of the Company to 7,000,000,000 shares, of which 6,990,000,000 shall

be authorized as common shares and 10,000,000 shall be authorized as preferred shares.

The Company filed the Amendment with

the State of Nevada on June 23, 2023.

2 – GOING CONCERN AND MANAGEMENT’S PLANS

11 unchanged sentences

the possible inability of the Company to continue as a going concern.

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

Because COVID-19 infections have been reported throughout the United

States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed

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

outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective

actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, and reduced

Any resulting financial impact cannot be reasonably estimated at this time but it may have a material adverse impact on our

business, financial condition and results of operations.

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.

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

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.

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

19 unchanged sentences

of the 2 nd GHS Purchase Agreement are similar to the terms and conditions of the 1 st GHS Purchase Agreement.

of the date of this report the Company has sold GHS 63,698,905 shares of common stock for proceeds of $ 355,060 , net of offering costs.

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.

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

of December 31, 2023, the Company has sold GHS 71,717,774 shares of common stock for proceeds of $ 392,777 , net of offering costs.

May 2, 2023, the Company entered into an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights

Agreement (the “Registration Rights Agreement”) with GHS.

Under the terms of the Financing Agreement, GHS has agreed to

provide the Company with up to $ 10,000,000

of funding upon effectiveness of a registration statement on Form S-1.

Pursuant to the effectiveness of the registration statement

on July 19, 2023, the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock

based on the investment amount specified in each put notice.

maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred fifty percent (250%)

of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the

put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company.

Pursuant to the Financing Agreement, GHS

and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS

that would result in GHS’s beneficial ownership equalling more than 4.99% of the Company’s outstanding common stock.

price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the

Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered

No put will be made in an amount equalling less than $10,000 or greater than $750,000.

Puts may be delivered by the Company

to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on

which GHS has purchased an aggregate of $ 10,000,000

worth of put shares .

During the year ended December 31, 2023, the Company sold to GHS 587,432,649

shares of common stock and received $ 1,230,043

net of offering costs.

From January 1, 2024, through April 16, 2024, the Company sold GHS 425,975,373 shares of common stock for proceeds

of $ 416,696 net of offering costs.

operates 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 battery

and solar photovoltaics (PV) installations.

OES operates in 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

1 unchanged sentence

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.

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 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.

On February 22, 2023, with an effective

date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the “Sublease”) with the landlord

and a third party for the office and warehouse in Carlsbad California.

Pursuant to the Sublease agreement, the third party will be responsible

for all of the Company’s lease obligations through May 31, 2026, the lease termination date.

The Company and the subleasee have

agreed to work together regarding any existing Company inventory in the facility.

OES currently is focused on solar panel sales to other

distributors and large installation companies.

Energy Distribution System:

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

The Neo-Grid TM System comprises 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 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

but are not limited to project finance, project development, equipment finance, construction, utility protocol, regulatory policy and

technology assessment.

has acquired the license rights to the Neo-Grid TM System, a proprietary system (patent pending), for the capture and

distribution of electrical energy for the EV market.

The Neo-Grid 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-Grid 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-Grid TM System for the distribution of electrical energy providing a solution

to the inevitable stress to the existing grid infrastructure.

The Company has completed its’ research and development of the Neo-Grid TM

System as well as completed the first set of engineered technical drawings.

This first stage of the 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

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 TM System solution.

Plus markets vehicle service contracts (“VSC’s”) for electric vehicles (EV’s) that offer consumers to be able

24 unchanged sentences

selected for coverage and the type of vehicle that the consumer has purchased, with a key component being the kWh size of the battery.

These VSC’s have a maximum of 10 years and 150,000 miles and cover new and used cars from model year 2017 and newer.

VSCs are now effective in 46 states and the others have various waiting times or approvals needed.

These VSC’s have a maximum of 10 years and 150,000 miles and cover new and used cars from model year 2017 and newer, and incudes

hybrids from model year 2012 to new.

Royal’s VSCs are now effective in all 50 states.

October 13, 2022, EVCO entered into a Reinsurance Contract (the “Contract”) with American Bankers Insurance Company of

16 unchanged sentences

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

OED and our partners 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.

In April, 2022, OED began operations

and generated $ 92,100 of revenues for the year ended December 31, 2022, and currently has six employees in sales, marketing installation

and services.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

is developing a product branded OZOP ARC.

OZOP ARC is an advanced lighting controls system, intricately engineered to integrate sophisticated

wired and wireless technologies.

At its core, it employs a hybrid network topology that facilitates both resilient wired connections

and flexible wireless communications, making it suitable for complex infrastructural environments.

The system is equipped with an array

of sensors and control nodes, enabling precise light management and energy usage monitoring.

With support for protocols such as DALI

and Zigbee, alongside the capability for seamless integration with IoT platforms, OZOP ARC offers a comprehensive solution for intricate

lighting networks.

This system is designed not just for control and efficiency, but also for adaptability to diverse architectural and

electrical layouts, embodying a technical solution for advanced, energy-conscious lighting management.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

1 unchanged sentence

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 Ozop Capital Partners, Inc., PCTI, Ozop LLC, Ozop HK and Spinus,

LLC (“Spinus”).

All intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements include the accounts of the Company and the Company’s

wholly owned subsidiaries Ozop Energy Systems, Inc., Ozop Capital Partners, Inc., Ozop Engineering and Design, Inc., Power Conversion

Technologies, Inc.

(“PCTI”), Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”).

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

12 unchanged sentences

SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR

Sales % Year Ended December 31, 2022

Sales % Year Ended December 31, 2021

Accounts receivable balance December 31, 2022

December 31, 2023

December 31, 2022

December 31, 2023

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

5 unchanged sentences

are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis.

Inventory costs consist of

finished goods.

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

inventories at December 31, 2022, and 2021, were $ 3,601,026 and $ 788,110 , respectively.

As of December 31, 2022, the Company has on deposit

with vendor(s) approximately $ 3,043,000 and has a balance due of approximately $ 12,176,000 for open purchase orders.

The remaining balance

is partially due when the vendor ships the product, with the final balance due prior to delivery.

Inventory costs consist

of finished goods.

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.

Based on current market conditions related to solar panels

including but not limited to reduced selling prices in the industry and the abundance of inventory supply in the market, management determined

that the net realizable value of certain of the Company’s inventory required a lower of cost or market adjustment of $ 1,495,978

to the historical cost of inventory purchases for the year ended December 31, 2023.

Finished goods inventories as of December 31, 2023,

and 2022, were $ 1,089,979 and $ 3,601,026 , respectively.

concentration

purchases finished renewable energy products from its’ suppliers.

For the year ended December 31, 2022, there were two suppliers

that accounted for 61 % and 16.3 %, respectively.

For the year ended December 31, 2021, there were two suppliers that accounted for 42.6 %

and 20.4 %, respectively.

For the year ended December 31, 2023, there was one supplier

that accounted for 100 %.

For the year ended December 31, 2022, there were two suppliers that accounted for 61 % and 16.3 %, 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.

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.

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.

plant, and equipment

23 unchanged sentences

following table disaggregates our revenue by major source for the years ended December 31, 2023, and 2022:

DISAGGREGATION OF REVENUE

OF DISAGGREGATION OF REVENUE

Years ended December 31,

and distributed products

Installations

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.

Sourced and distributed products

OED Installations

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

into a third-party warehouse to fill orders as well as to build inventory for future sales orders.

and Marketing Expenses

35 unchanged sentences

less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing

September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding (see Note 2) which meets the definition of

September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of

a discontinued operation.

Accordingly, the operating results of PCTI are reported as a loss from discontinued operations in the accompanying

consolidated financial statements for the years ended December 31, 2022, and 2021.

For additional information, see Note 14- Discontinued

Accordingly, the operating results of PCTI are reported as net income (loss) from discontinued operations in

the accompanying consolidated financial statements for the years ended December 31, 2023, and 2022.

For additional information, see Note

14- Discontinued Operations.

Distinguishing

45 unchanged sentences

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.

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

accounts payable and accrued expenses and certain notes payable 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

54 unchanged sentences

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

preferred stock

December 31, 2023

December 31, 2022

Convertible preferred stock (1)

8,222,270,100

7,156,913,024

common stock purchase warrants

Unexercised common stock purchase warrants (1)

1,107,024,518

notes payable

notes payable (1)

1,047,024,518

Convertible notes payable (1)

Promissory notes payable (1)

9,749,983,678

potentially dilutive shares included in the above table are limited whereby the conversion or exercise cannot result in the beneficial

owner holding more than 4.99 % of the then outstanding shares of common stock subsequent to any conversion or exercise.

8,332,973,619

potentially dilutive shares included in the above table are limited whereby the conversion or exercise cannot result in the

beneficial owner holding more than 4.99 %

of the then outstanding shares of common stock subsequent to any conversion or exercise.

These shares were

excluded from the diluted per share calculation because the effect of including these potential shares was anti-dilutive due to the Company’s

net loss position.

Accounting Pronouncements

10 unchanged sentences

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

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

31, 2023, that are of significance or potential significance to the Company.

26 unchanged sentences

the latest maturity date.

Company valued the derivative liabilities at December 31, 2022, and 2021, at $ 4,314,270 and $ 20,966,701 , 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, 2022, and 2021, risk free interest rates at 4.76 % and 0.19 %, respectively, and volatility of 71 % and 92 %, respectively.

During the year ended December 31, 2022, the Company issued 375,000,000 warrants in conjunction with the extension of certain notes payable.

The Company recorded a discount to notes payable of $ 2,550,000 with the offset to derivative liabilities for the initial fair value of

the warrants based on the Black-Scholes option pricing model.

The following assumptions were utilized in the initial Black-Scholes valuation

of issued warrants during the year ended December 31, 2022, risk free interest rate of 4.45 %, volatility of 509 %, and an exercise price

of $ 0.0067 .

the year ended December 31, 2021, the Company issued 375,000,000 warrants in conjunction with notes payable (see Note 7).

Due 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 .

Company valued the derivative liabilities at December 31, 2023, and 2022, at $ 1,216,078

and $ 4,314,270 ,

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, 2023, and 2022, risk free interest rates at 5.26 %

respectively, and volatility of 48 %

respectively.

During the year ended December 31, 2023, the Company issued 60,000,000

warrants in conjunction with the extension of

a note payable.

The Company recorded a discount to notes payable of $ 113,921

with the offset to derivative liabilities for

the initial fair value of the warrants based on the Black-Scholes option pricing model.

The following assumptions were utilized in the

initial Black-Scholes valuation of issued warrants during the year ended December 31, 2023, risk free interest rate of 4.72 %,

volatility of 72 %,

and an exercise price of $ 0.0019 .

During the year ended December 31, 2022, the Company issued 375,000,000

warrants in conjunction with the extension of

certain notes payable.

The Company recorded a discount to notes payable of $ 2,550,000

with the offset to derivative liabilities for

the initial fair value of the warrants based on the Black-Scholes option pricing model.

The following assumptions were utilized in the

initial Black-Scholes valuation of issued warrants during the year ended December 31, 2022, risk free interest rate of 4.45 %,

volatility of 509 %,

and an exercise price of $ 0.0067 .

following assumptions were utilized in the Black-Scholes valuation of outstanding warrants as of December 31, 2023, and 2022, risk free

7 unchanged sentences

Balance January 1, 2022

Fair value of issuances during period

Notes converted or paid

( 2,246,114 )

Exercise of warrants

( 48,110,301 )

Warrants cancelled

Fair value of issuances during the year

Change in fair value

( 19,203,355 )

( 19,202,431 )

Change in fair value

Balance December 31, 2022

Fair value of issuances during period

Fair value of issuances during the year

Change in fair value

7 unchanged sentences

December 31, 2022

Notes payable, interest at 8 %, matured January 5, 2020 , in default

Note payable, interest at 8 %, matured January 5, 2020 , in default

Other, due on demand, interest at 6 %, currently in default

Note payable $ 750,000 face value, interest at 12 %, matured August 24, 2021 , 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 , in default

Note payable $ 389,423 face value, interest at 15 %, matures November 6, 2025 , net of discount of $ 105,220 (2023)

Note payable $ 1,000,000 face value, interest at 12 %, matured November 13, 2021 , in default

Note payable $ 2,200,000 face value, interest at 15 %, matures October 31, 2024 , net of discount of $ 141,667 (2023) and $ 311,667 (2022)

1 unchanged sentence

Note payable $ 3,300,000 face value, interest at 15 %, matures October 31, 2024 , net of discount of $ 212,500 (2023) and $ 467,500 (2022)

Note payable $ 3,020,000 face value, matures March 31, 2023 , net of discount of $ 181,818

Sub- total notes payable

Less long-term portion

Note payable $ 3,020,000 face value, matured March 31, 2023 , net of discount of $- 0 - (2023) and $ 181,818 (2022), in default

Sub- total notes payable, net of discount

Less long-term portion, net of discount

Current portion of notes payable, net of discount

8 unchanged sentences

was charged to interest expense.

During the year ended December 31, 2022, the Company also repaid $ 250,000

During the year ended December 31, 2022, the Company repaid $ 250,000

of the principal of the note.

As of December 31, 2022, the outstanding principal balance of this note was $ 2,770,000

During the year ended December 31, 2023, the Company paid an additional $ 950,000

of principal and amortization of the original issue discount of $ 181,818 was charged to interest expense.

As of December 31, 2023, and 2022 the outstanding principal balance of this note was 1,820,000

and as of December 31, 2022, $ 2,770,000

with a carrying value of $ 2,588,182 ,

1 unchanged sentence

The Company is in default on the weekly payments.

During the three months ended March 31, 2023, the Company paid an additional $ 550,000 of principal.

As of March 31,

2023, the balance of the note of $ 2,220,000 is in default.

The Company is currently in discussions with the lender regarding an extension

of the maturity date.

The Company is currently in discussions with the lender regarding an extension of

the maturity date.

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

4 unchanged sentences

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 years ended December 31, 2022, and 2021, amortization of the costs of $ 283,250 and $ 16,750 , respectively, 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 discount and an initial derivative liability of $ 2,982,815 .

For the years ended December 31, 2022, and 2021, amortization

of the warrant discount of $ 2,816,275 and $ 166,540 , respectively, was charged to interest expense.

On October 31, 2022, the maturity

date of the note was extended to October 31, 2024, and the interest rate was increased to 15 % per annum.

The Company issued 75,000,000

warrants at an exercise price of $ 0.0067 and with an expiration of October 31, 2025, in exchange for the extension.

The warrants were

valued at $ 510,000 by the Black-Scholes option pricing method and will be amortized through the new maturity date of the note.

determined that this transaction was a modification of the existing note.

For the year ended December 31, 2022, $ 42,500 was charged to

interest expense.

As of December 31, 2022, and 2021, the outstanding principal balance of this note was $ 3,300,000 with carrying values

of $ 2,832,500 and $ 200,476 , respectively, net of unamortized discounts of $ 467,500 and $ 3,099,524 , respectively.

For the year ended December 31, 2022, amortization of the costs of $ 283,250 , 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 discount and

an initial derivative liability of $ 2,982,815 .

For the year ended December 31, 2022, amortization of the warrant discount of $ 2,816,275 ,

was charged to interest expense.

On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest

rate was increased to 15 % per annum.

The Company issued 75,000,000 warrants at an exercise price of $ 0.0067 and with an expiration of

October 31, 2025, in exchange for the extension.

The warrants were valued at $ 510,000 by the Black-Scholes option pricing method and

will be amortized through the new maturity date of the note.

The Company determined that this transaction was a modification of the existing

For the years ended December 31, 2023, and 2022, $ 255,000 and $ 42,500 , respectively, was charged to interest expense.

As of December

31, 2023, and 2022, the outstanding principal balance of this note was $ 3,300,000 with carrying values of $ 3,087,500 and $ 2,832,500 ,

respectively, net of unamortized discounts of $ 212,500 and $ 467,500 , respectively.

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

5 unchanged sentences

on the three- year anniversary of the note.

For the years ended December 31, 2022, and 2021, amortization of the costs of $ 232,250 and

$ 878,750 , respectively, 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 .

For the years ended December 31, 2022 and 2021, amortization of the warrant discount of $ 2,083,333 and $ 7,916,667 ,

respectively, was charged to interest expense.

On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and

the interest rate was increased to 15 % per annum.

The Company issued 250,000,000 warrants at an exercise price of $ 0.0067 and with an

expiration of October 31, 2025 , in exchange for the extension.

The warrants were valued at $ 1,700,000 by the Black-Scholes option pricing

method and will be amortized through the new maturity date of the note.

The Company determined that this transaction was a modification

of the existing note.

For the year ended December 31, 2022, $ 141,667 was charged to interest expense.

As of December 31, 2022, and 2021,

the outstanding principal balance of this note was $ 11,110,000 with a carrying value of $ 9,551,667 and $ 8,795,417 , respectively, net

of unamortized discounts of $ 1,558,333 and $ 2,314,583 , respectively.

For the year ended December 31, 2022, amortization of the costs of $ 232,250 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 $ 33,248,433 .

year ended December 31, 2022, amortization of the warrant discount of $ 2,083,333 was charged to interest expense.

On October 31, 2022,

the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15 % per annum.

The Company issued

250,000,000 warrants at an exercise price of $ 0.0067 and with an expiration of October 31, 2025 , in exchange for the extension.

were valued at $ 1,700,000 by the Black-Scholes option pricing method and will be amortized through the new maturity date of the note.

The Company determined that this transaction was a modification of the existing note.

For the years ended December 31, 2023, and 2022,

$ 850,000 and $ 141,667 , respectively, was charged to interest expense.

As of December 31, 2023, and 2022, the outstanding principal balance

of this note was $ 11,110,000 with a carrying value of $ 10,401,667 and $ 9,551,667 , respectively, net of unamortized discounts of $ 708,333

and $ 1,558,333 , respectively.

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

4 unchanged sentences

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 years ended December 31, 2022, and 2021, amortization of the costs of $ 22,167 and $ 177,833 , respectively, was charged

For the year ended December 31, 2022, amortization of the costs of $ 22,167 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, 2022, amortization

of the warrant discount of $ 221,667 , was charged to interest expense.

On October 31, 2022, the maturity date of the note was extended

to October 31, 2024, and the interest rate was increased to 15 % per annum.

The Company issued 50,000,000 warrants at an exercise price

of $ 0.0067 and with an expiration of October 31, 2025, in exchange for the extension.

The warrants were valued at $ 340,000 by the Black-Scholes

option pricing method and will be amortized through the new maturity date of the note.

The Company determined that this transaction was

a modification of the existing note.

For the years ended December 31, 2023, and 2022, $ 170,000 and $ 28,333 , respectively, 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 years

ended December 31, 2022, and 2021, amortization of the warrant discount of $ 221,667 and $ 1,778,333 , respectively, was charged to interest

On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to

15 % per annum.

The Company issued 50,000,000 warrants at an exercise price of $ 0.0067 and with an expiration of October 31, 2025, in

exchange for the extension.

The warrants were valued at $ 340,000 by the Black-Scholes option pricing method and will be amortized through

the new maturity date of the note.

The Company determined that this transaction was a modification of the existing note.

ended December 31, 2022, $ 28,333 was charged to interest expense.

As of December 31, 2022, and 2021, the outstanding principal balance

of this note was $ 2,200,000 with a carrying value of $ 1,888,333 and $ 1,956,167 , respectively, net of unamortized discounts of $ 311,667

and $ 243,833 , respectively.

As of December 31, 2023, and 2022, the outstanding principal balance of this note was $ 2,200,000 with a carrying

value of $ 2,058,333 and $ 1,888,333 , respectively, net of unamortized discounts of $ 141,667 and $ 311,667 , respectively.

November 13, 2020, the Company entered into a 12 %, $ 1,000,000 face value promissory note with a third-party due November 13, 2021 .

3 unchanged sentences

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.

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

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.

issued resulted in a debt discount of $ 1,000,000 .

As of December 31, 2023, and 2022, the outstanding principal balance of this note was

$ 1,000,000 .

For the year ended December 31, 2021, amortization of the warrant discount of $ 875,000 was charged to interest expense.

of December 31, 2022 and 2021, the outstanding principal balance of this note was $ 1,000,000 .

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, 2022, and 2021, the accrued

interest is $ 375,452 and $ 135,452 , respectively.

The Company is in discussions with the lender regarding the extension of the maturity

date of this note.

This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted

As of December 31, 2023, and 2022, the accrued interest is $ 615,452 and $ 375,452 , respectively.

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

1 unchanged sentence

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.

a new 12 % Promissory Note with a face value of $ 389,423 and a maturity date of November 6, 2023 , and is in default.

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.

On November 6, 2023, the maturity date

of the note was extended to November 6, 2025 , and the interest rate was increased to 15 % per annum.

The Company issued 60,000,000 warrants

at an exercise price of $ 0.0019 and with an expiration of November 6, 2026, in exchange for the extension.

The warrants were valued at

$ 113,921 by the Black-Scholes option pricing method and will be amortized through the new maturity date of the note.

The Company determined

that this transaction was a modification of the existing note.

For the year ended December 31, 2023, $ 8,701 was charged to interest

As of December 31, 2023, and 2022, the outstanding principal balance of this note was $ 389,423 with a carrying value of $ 284,203

and $ 389,423 , respectively, net of unamortized discount of $ 105,220 for the year ended December 31, 2023.

August 24, 2020 (the “Issue Date”), the Company entered into a 12 %, $ 750,000 face value promissory note with a third-party

10 unchanged sentences

the investor for expenses for legal fees and due diligence of $ 87,000 .

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;

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 $ 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 75,000,000 shares of common stock to the Holder, upon

the cashless exercise of a portion of the warrants.

As of December 31, 2022, and 2021, the outstanding principal balance of this note

was $ 375,000 .

This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted

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 $ 0.0061 , subject

to adjustments and expires on the five-year anniversary of the Issue Date.

As of December 31, 2023, and 2022, the outstanding principal

balance of this note was $ 375,000 .

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, 2023, and 2022, the accrued interest is $ 270,247 and $ 180,247 , respectively.

The Company is in discussions

with the lender regarding the extension of the maturity date of this note.

Company is in discussions with the lender regarding the extension of the maturity date of this note.

8 – DEFERRED LIABILITY

7 unchanged sentences

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.

payments have been made and the Company is in default of the agreement.

On November 11, 2022, the third-party and the Company agreed

to reduce the liability by $ 260,000 and add $ 260,000 to the promissory note issued on November 11, 2022.

The deferred liability as of

December 31, 2022, and 2021, on the consolidated balance sheet is $ 490,000 and $ 750,000 , respectively.

to reduce the liability by $ 260,000

and add $ 260,000

to the promissory note issued on November 11, 2022.

The deferred liability as of December 31, 2023, and 2022, on the consolidated

balance sheet is $ 490,495 and $ 490,000 ,

respectively.

9 – RELATED PARTY TRANSACTIONS

4 unchanged sentences

and effective September 1, 2021, Mr.

Conway receives $ 10,000 per month from Ozop Capital.

Conway received $ 10,000 per month from Ozop Capital.

Effective January 1, 2022, the Company entered

8 unchanged sentences

Conway $ 20,000

in March 2022, and OED began compensation Mr.

in March 2022, and OED began compensating Mr.

Conway $ 20,000 per month beginning in April 2022.

E Preferred Stock

March 21, 2021, the Company issued 2,000 shares of Series E Preferred Stock (see Note 11), 1,800 of the shares were issued to Mr.

On April 16, 2021, the Board of Directors of the Company authorized the issuance of 2,000 shares of Series E Preferred stock, of which

1,050 were issued to Mr.

During the year ended December 31, 2021, the Company redeemed 2,850 shares 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, recorded stock compensation expense to Mr.

Conway of $ 2,850,000 for the year ended December 31, 2021.

Fees and related party payables

1 unchanged sentence

SCHEDULE OF EXPENSES TO OFFICERS

ended December

CEO, parent- Series E Preferred

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.

CEO, parent-bonus

10 – COMMITMENTS AND CONTINGENCIES

13 unchanged sentences

The Company has paid the $ 25,000 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.

2 unchanged sentences

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 years

ended December 31, 2022, and 2021, the Company recorded $ 756,000 and $ 433,000 , respectively, 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.

terminated the agreement in October 2021.

For the year ended December 31, 2021, the Company recorded $ 102,000 of consulting expenses.

Pursuant to the terms of the one-year agreement Ozop Capital agreed to compensate PJN $ 84,000 per month.

For the years ended

December 31, 2023, and 2022, the Company recorded $- 0 - and $ 756,000 , respectively, of consulting expenses.

March 30, 2021, OES hired 2 individuals as Co-Directors of Sales.

2 unchanged sentences

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.

On January 14, 2022, the Company issued

each of the Co-Directors their final 2,500,000 shares due.

The shares were valued at $ 0.027 per share (the market price of the common

stock on the date of the issuance), and $ 135,000 is included in stock-based compensation expense for the year ended December 31, 2022.

One of the individuals resigned on January 24, 2022, and the other was terminated for cause on November 3, 2022.

valued the initial shares at $ 0.092 per share (the market price of the common stock on the date of the agreement).

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).

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).

On January 14, 2022, the Company issued each of the Co-Directors

their final 2,500,000 shares due.

The shares were valued at $ 0.027 per share (the market price of the common stock on the date of the

issuance), and $ 135,000 is included in stock-based compensation expense for the year ended December 31, 2022.

One of the individuals

resigned on January 24, 2022, and the other was terminated for cause on November 3, 2022.

March 15, 2021, the Company entered into a consulting agreement with Aurora Enterprises (“Aurora”).

10 unchanged sentences

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 years ended

December 31, 2022, and 2021, the Company has recorded $ 90,000 and $ 110,000 , respectively.

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.

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.

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.

of the agreement).

Effective September 30, 2022, Mr.

Martello was no longer providing consulting services to the Company.

For the years

ended December 31, 2023, and 2022, the Company has recorded $- 0 - and $ 90,000 , respectively.

January 6, 2021, the Company entered into a consulting agreement with Ezra Green to begin on February 8, 2021.

5 unchanged sentences

to be amortized over the one-year term of the agreement.

For the years ended December 31, 2022, and 2021, the Company recorded $ 1,249

and $ 74,751 as stock-based compensation expense, respectively.

Effective April 1, 2021, the agreement was amended to $ 10,000 per month.

Effective June 30, 2022, Mr.

June 30, 2022, Mr.

Green was no longer providing consulting services to the Company.

For the years ended December 31, 2022,

and 2021, the Company recorded $ 60,000 and $ 94,500 of consulting expenses respectively.

For the years ended December 31, 2023, and 2022,

the Company recorded consulting expenses of $- 0 - and $ 60,000 , respectively.

March 4, 2019, the Company entered into a Separation Agreement (the “Separation Agreement”) with Salman J.

11 unchanged sentences

stock, the royalty percentage was amended to 1.8 % (see Note 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, 2022, and 2021, the Company has recorded $ 230,054 and $ 215,171 , respectively,

and is included in accounts payable and accrued expenses on the consolidated balance sheet presented herein.

As of December 31, 2023, and 2022, the Company has recorded $ 243,272 ,

respectively, 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.

12 unchanged sentences

the employees were also making false statements to Ozop’s customers regarding the financial condition of Ozop and the lack of module

April 4, 2024, the Company executed a Settlement Agreement (the “Settlement”) with its former employees and Your Home Solutions

Corp (“YHS”).

YHS and the former employees were all defendants (the “Defendants”) in the Complaint.

to the terms of the Settlement, the Defendants are to pay the Company $ 500,000 within 2 days of the Settlement (which was received as

of April 5, 2024) and $ 625,000 on or before sixty (60) days from the Settlement, In exchange, the Company agreed to release all Defendants

from the lawsuit upon the final and full payment of $ 1,125,000 and to deliver 11 containers of solar panels (see Note 17).

are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse

3 unchanged sentences

issuance costs of $ 58,230 .

the year ended December 31, 2022, the Company issued 148,912,372 shares of common stock and received net proceeds of $ 1,141,514 after

issuance costs of $ 35,822 .

The Company also issued 5,000,000 shares of restricted common stock in the aggregate for services.

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.

shares of restricted common stock pursuant to restructuring agreement related to a deferred liability (see Note 8).

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, 2022, the Company has 4,990,000,000 shares of $ 0.001 par value common stock authorized and there are 4,771,275,349 shares

of common stock issued and outstanding.

of December 31, 2023, 10,000,000 shares have been authorized as preferred stock, par value $ 0.001 (the “Preferred Stock”),

9 unchanged sentences

as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote.

2020, pursuant to the SPA with PCTI, the Company issued 47,500 shares of Series C preferred Stock to Chis.

On July 13, 2021, the Company

purchased 47,500 shares of the Company’s Series C Preferred Stock held by Chis (see Note 9).

As of December 31, 2022, and 2021,

there were 2,500 shares of Series C Preferred Stock issued and outstanding and the shares are held by Mr.

As of December

31, 2023, and 2022, there were 2,500 shares of Series C Preferred Stock issued and outstanding and the shares are held by Mr.

D Preferred Stock

3 unchanged sentences

Conway’s employment agreement, the Company issued 1,333 shares of Series D Preferred Stock to Mr.

On July 13, 2021, the Company purchased 18,667 shares of the Company’s Series D Preferred Stock held by Chis (see Note 9).

On July 13, 2021, the Company purchased 18,667 shares of the Company’s Series D Preferred Stock held by Chis.

July 27, 2021, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation

50 unchanged sentences

of 1933 or the laws of any state of the United States and may not be transferred without such registration or an exemption from registration.

On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 500 shares of Series E preferred Stock to Chis, and on August 28,

Pursuant to Mr.

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 expense for the 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, 2022, and 2021, there were - 0 -

shares of Series E Preferred Stock issued and outstanding, respectively.

As of December 31, 2023, and 2022, there were - 0 - shares of Series E Preferred Stock issued and outstanding, respectively.

12 – NONCONTROLLING INTEREST

9 unchanged sentences

As of December

31, 2022, the accumulative noncontrolling interest is $ 784,777 .

31, 2023, and 2022, the accumulative noncontrolling interest is $ 784,777 , respectively.

13 - OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES

7 unchanged sentences

upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $ 702,888 for this lease.

On February 22, 2023, with an effective date of March 1, 2023, the Company entered into a Sublease for a Single

Subleasee Agreement (the “Sublease”) with the landlord and a third party for the office and warehouse in Carlsbad California.

Pursuant to the Sublease agreement, the third party will be responsible for all of the Company’s lease obligations through May 31,

2026, the lease termination date.

The Company and the subleasee have agreed to work together regarding any existing Company inventory

in the facility .

adopting Topic 842, the Company has elected the ‘package of practical expedients’, which permit it not to reassess under

23 unchanged sentences

For the year ended December 31, 2026

present value discount

Lease liability

recorded $ 33,218 and $ 196,939 operating lease expense for the years ended December 31, 2023, and 2022, respectively.

14 – DISCONTINUED OPERATIONS

September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding (see Note 2) which meets the definition of

September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of

a discontinued operation.

10 unchanged sentences

A reconciliation

of the major classes of line items constituting the loss from discontinued operations, net of income taxes as is presented in the Consolidated

Statements of Comprehensive Loss for the years ended December 31, 2022, and 2021 are summarized below:

of the major classes of line items constituting the income (loss) from discontinued operations, net of income taxes as is presented in

the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023, and 2022 are summarized below:

SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS

ended December

of goods sold

on disposal of assets

from discontinued operations

$ ( 655,745 )

Year ended December 31,

Cost of goods sold

Operating expenses

Loss on disposal of assets

Interest expense

Income (loss) from discontinued operations

$ ( 655,745 )

assets and liabilities of discontinued operations are separately reported as “assets and liabilities held for disposal” as

of December 31, 2022, and 2021.

All asset and liabilities are classified as current, as the Company expects the liquidation to occur

in the short-term.

The following tables present the reconciliation of carrying amounts of major classes of assets and liabilities of

the Company classified as discontinued operations in the consolidated balance sheet at December 31, 2022, and 2021:

ended December

expenses and other assets

assets of discontinued operations

ended December

payable and accrued liabilities

portion of notes payable

lease liability

from customers

current liabilities of discontinued operations

are no assets as of December 31, 2023, and 2022, as the secured lender has taken possession.

Liabilities of discontinued operations are

separately reported as of December 31, 2023, and 2022.

All liabilities are classified

The following tables present the reconciliation of carrying amounts of the major classes of liabilities of the Company classified

as discontinued operations in the consolidated balance sheets at December 31, 2023, and 2022:

Year ended December 31,

Accounts payable and accrued liabilities

Current portion of notes payable

Operating lease liability

Deferred revenues

Total current liabilities of discontinued operations

May 16, 2022, Huntington National Bank (“Huntington”) filed a Complaint for Confession of Judgment (“COJ”) against

32 unchanged sentences

Accordingly, there is a full valuation allowance provided

against the Company’s deferred tax assets as of December 31, 2022.

against the Company’s deferred tax assets as of December 31, 2023, and 2022.

reconciliation of the provision for income taxes determined at the U.S.

22 unchanged sentences

Net deferred tax assets

assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the

realization of deferred tax assets.

Based upon the historical and anticipated future income, management has determined that the deferred

tax assets meet the more-likely-than-not threshold for realizability.

Accordingly, a full valuation allowance has been recorded against

the Company’s deferred tax assets as of December 31, 2022.

of December 31, 2023, the Company has approximately $ 23,489,000 net operating loss carryforwards available to reduce future taxable income.

As of December 31, 2022, and 2021, the Company has no material unrecognized tax benefits which would favorably affect the effective income

As of December 31, 2023, and 2022, the Company has no material unrecognized tax benefits which would favourably affect the effective income

tax rate in future periods and does not believe that there will be any significant increases or decreases of unrecognized tax benefits

2 unchanged sentences

ended December 31, 2023, and 2022, and no provision for interest and penalties is deemed necessary as of December 31, 2023, and 2022.

16 – LOSS ASSOCIATED WITH EARLY TERMINATION OF VENDOR AGREEMENT

November 2022, the Company issued a purchase order for 80 containers of solar panels to VSUN Solar USA, Inc.

(“VSUN”), based

solely on an order the Company received from a customer at that time.

The Company had remitted a deposit to VSUN of $ 2,395,768 in

November 2022.

Because of market conditions that began to deteriorate in early 2023 in the residential solar PV market and VSUN’s

refusal to negotiate a price that would enable Ozop to realize a profit on the order, the customer eventually cancelled the order in

VSUN had already shipped 40 containers out of total 80 containers to the US and the remaining 40 containers of products have

not been produced by September 30, 2023.

The general terms and conditions of the purchase order allowed Ozop 30 days free storage, and

to be charged storage fees after the 30 days.

November 6, 2023, the Company and VSUN entered into a Termination Agreement (the “TA”) after negotiation.

Pursuant to the

TA, the parties agreed to cancel the remaining unpaid and/or not fully executed purchase orders the Company issued to VSUN, and to apply

part of the vendor deposits (totaling $ 2,525,102 paid to VSUN) to unpaid storage fees of $ 556,884 and to a termination fee

of $ 1,198,198 .

The combined amount of storage fees and termination fee of $ 1,755,082 is classified separately as Loss associated

with early termination of vendor agreement on the consolidated statements of operations for the year ended December 31, 2023.

The remaining

balance of the deposit of $ 770,020 is received on November 17, 2023.

In addition, VSUN shall retain the above 40 containers of products

in storage as a result of the early termination.

The Company and VSUN shall not have any further obligations under the purchase orders

which shall be terminated, and the Company shall have no liability to VSUN and VSUN shall have no liability to the Company as a result

of or in connection with this termination.

17 – SUBSEQUENT EVENTS

January 1, 2023, through January 23, 2023, the Company sold GHS 51,087,628 shares of common stock for proceeds of $ 205,443 net of offering

These sales were under the February 23, 2022, GHS SPA.

As of January 23, 2023, the Company has sold in the aggregate the 200,000,000

shares of common stock registered in the April 4, 2022, GHS Securities Purchase Agreement.

January 18, 2023, the Company and GHS.

signed a Securities Purchase Agreement (the “2 nd GHS Purchase Agreement”)

for the sale of up to One Hundred Fifty Million ( 150,000,000 ) shares of the Company’s common stock to GHS.

The terms and conditions

of the 2 nd GHS Purchase Agreement are similar to the terms and conditions of the 1 st GHS Purchase Agreement.

of the date of this report the Company has sold GHS 63,698,905 shares of common stock for proceeds of $ 355,060 , net of offering costs.

February 22, 2023, with an effective date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the

“Sublease”) with the landlord and a third party for the office and warehouse in Carlsbad California (see Note 13).

to the Sublease agreement, the third party will be responsible for all of the Company’s lease obligations through May 31, 2026 ,

the lease termination date.

The Company and the subleasee have agreed to work together regarding any existing Company inventory in the

January 1, 2024, through April 16, 2024, the Company sold GHS 425,975,373 shares of common stock for proceeds of $ 416,696 net of offering

April 4, 2024, the Company executed a Settlement Agreement (the “Settlement”) with its former employees (see Note 10) and

Your Home Solutions Corp (“YHS”).

YHS and the former employees were all defendants (the “Defendants”) in the

Pursuant to the terms of the Settlement, the Defendants are to pay the Company $ 500,000 within 2 days of the Settlement (which

was received as of April 5, 2024) and $ 625,000 on or before sixty (60) days from the Settlement, In exchange, the Company agreed to release

all Defendants from the lawsuit upon the final and full payment of $ 1,125,000 and to deliver 11 containers of solar panels.

Company has evaluated subsequent events through the date the financial statements were issued.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures