OZOP ENERGY SOLUTIONS, INC. 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31 , 2025 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission file number 000-55976 OZOP ENERGY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 3841 35-2540672 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Number) (IRS Employer Identification Number) 55 Ronald Reagan Blvd. Warwick , NY 10990 (877) 785-6967 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Securities registered under Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicated by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. : Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use to the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2025, was $ 2,724,684 (computed using the closing price of the common stock on June 30, 2025, as reported by the OTC Markets on a post reverse split basis). As of May 14, 2026, 4,484,160 shares of common stock of the registrant were outstanding. Table of Contents Page PART I Item 1 Business 4 Item 1A Risk Factors 9 Item 1B Unresolved Staff Comments 9 Item 1C Cybersecurity 9 Item 2 Properties 10 Item 3 Legal Proceedings 10 Item 4 Mine Safety Disclosures 10 PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 11 Item 6 Selected Financial Data 12 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A Quantitative and Qualitative Disclosures About Market Risk 19 Item 8 Financial Statements and Supplementary Data 19 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 19 Item 9A Controls and Procedures 19 Item 9B Other Information 20 PART III Item 10 Directors, Executive Officers and Corporate Governance 21 Item 11 Executive Compensation 23 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 24 Item 13 Certain Relationships and Related Transactions, and Director Independence 25 Item 14 Principal Accountant Fees and Services 25 PART IV Item 15 Exhibits and Financial Statement Schedules 26 Signatures 28 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “project”, “believe”, “anticipate”, “plan”, “expect”, “estimate”, “intend”, “should”, “would”, “could”, or “may”, or other such words, verbs in the future tense and words and phrases that convey similar meaning and uncertainty of future events or outcomes to identify these forward–looking statements. There are a number of important factors beyond our control that could cause actual results to differ materially from the results anticipated by these forward–looking statements. While we make these forward–looking statements based on various factors and using numerous assumptions, you have no assurance the factors and assumptions will prove to be materially accurate when the events they anticipate actually occur in the future. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A, “Risk Factors” of this annual report on Form 10-K. The forward–looking statements are based upon our beliefs and assumptions using information available at the time we make these statements. We caution you not to place undue reliance on our forward–looking statements as (i) these statements are neither predictions nor guaranties of future events or circumstances, and (ii) the assumptions, beliefs, expectations, forecasts and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward–looking statement to reflect developments occurring after the date of this report. 3 PART I Item 1. Description of Business ORGANIZATION Ozop Energy Solutions, Inc. (the” Company,” “we,” “us” or “our”) was originally incorporated as Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada. Our corporate website is located at http://ozopenergy.com/, and the contents of our website are expressly not incorporated herein. On July 10, 2020, the Company entered into a Stock Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc., a Pennsylvania corporation (“PCTI”), and Catherine Chis (“Chis”), PCTI’s Chief Executive Officer (“CEO”) and its sole shareholder. Under the terms of the SPA, the Company acquired one thousand (1,000) shares of PCTI, which represents all of the outstanding shares of PCTI, from Chis in exchange for the issuance of 47,500 shares of the Company’s Series C Preferred Stock, 18,667 shares of the Company’s Series D Preferred Stock, and 500 shares of the Company’s Series E Preferred Stock to Chis. On October 29, 2020, the Company formed a new wholly owned subsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation (“Merger Sub”). The Merger Sub was formed under the Nevada Revised Statutes for the sole purpose and effect of changing the Company’s name to “Ozop Energy Solutions, Inc.” That same day the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Merger Sub and filed Articles of Merger (the “Articles of Merger”) with the Nevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020. As permitted by the Section 92.A.180 of the Nevada Revised Statutes, the sole purpose and effect of the filing of Articles of Merger was to change the name of the Company from Ozop Surgical Corp to “Ozop Energy Solutions, Inc.” On December 11, 2020, the Company formed Ozop Energy Systems, Inc. (“OES”), a Nevada corporation and a wholly owned subsidiary of the Company. OES was formed to be a manufacturer and distributor of renewable energy products. On August 19, 2021, the Company formed Ozop Capital Partners, Inc. (“Ozop Capital”), a Delaware corporation and a wholly owned subsidiary of the Company. Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital. On October 29, 2021, EV Insurance Company, Inc. (“EVCO”) was formed as a captive insurance company in the State of Delaware. EVCO is a wholly owned subsidiary of Ozop Capital. On January 7, 2022, EVCO filed with New Castle County, Delaware DBA OZOP Plus. On February 25, 2022, the Company formed Ozop Engineering and Design, Inc. (“OED”) a Nevada corporation, as a wholly owned subsidiary of the Company. OED was formed to become a premier engineering and lighting control design firm. OED offers product and design support for lighting and solar projects with a focus on fast lead times and technical support. OED and our partners are able to offer the resources needed for lighting, solar and electrical design projects. OED will provide customers systems to coordinate the understanding of electrical usage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs. We work 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 2023 “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 2023 Amendment with the State of Nevada on June 23, 2023. On June 4, 2024, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation (the “2024 Amendment”) to increase the authorized capital stock of the Company to 9,000,000,000 shares, of which 8,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the 2024 Amendment with the State of Nevada on July 22, 2024. On June 11, 2024, the Company formed Automated Room Controls, Inc. (“ARC”) a Nevada corporation, as a wholly owned subsidiary of the Company. ARC was created to address a significant need in the lighting controls industry. ARC’s personnel has extensive experience in lighting controls since 2012, bringing together IT specialists and lighting control experts. We believe that easy deployment and creative applications can transform lighting controls into essential tools for enhancing the utility and ambiance of any space. The Company’s mission is to deliver cutting-edge technology that simplifies complex control needs, ensuring seamless integration and exceptional performance. On March 4, 2025, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation (the “March 2025 Amendment”) to increase the authorized capital stock of the Company to 16,000,000,000 shares, of which 15,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the March 2025 Amendment with the State of Nevada on April 10, 2025. On May 21, 2025, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation (the “May 2025 Amendment”) to increase the authorized capital stock of the Company to 26,000,000,000 shares, of which 25,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the May 2025 Amendment with the State of Nevada on July 1, 2025. 4 Corporate Matters On July 7, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series C Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company’s preferred remain designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no conversion rights and no dividend rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. On July 10, 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 below). As of December 31, 2025, and 2024, there were 2,500 shares, respectively, of Series C Preferred Stock issued and outstanding, all owned by Mr. Conway. On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock. Under the terms of the Certificate of Designation of Series D Preferred Stock, 20,000 shares of the Company’s preferred stock have been designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled to receive dividends. The holders as a group may, at any time convert all of the shares of Series D Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 3. Except as provided in the Certificate of Designation or as otherwise required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights. On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 18,667 shares of Series D preferred Stock to Chis, and on August 28, 2020. Pursuant to Mr. Conway’s employment agreement, the Company issued 1,333 shares of Series D Preferred Stock to Mr. Conway. On July 13, 2021, the Company purchased 18,667 shares of the Company’s Series D Preferred Stock held by Chis (see below). On 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 agrees 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. On July 27, 2021, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation of Series D Preferred Stock (the “Series D Amendment”). Under the terms of the Series D Amendment, 4,570 shares of the Company’s preferred stock will be designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled to receive dividends. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of shares of Series D Convertible Preferred Stock being converted. Except as provided in the Series D Amendment or as otherwise required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights. On July 28, 2021, the Company closed on a Stock and Warrant Purchase Agreement (the “Series D SPA”). Pursuant to the terms of Series D SPA, an investor in exchange for $13,200,000 purchased one share of Series D Preferred Stock, and a warrant to acquire 3,236 shares of Series D Preferred Stock. As of December 31, 2025, and 2024, there were 1,334 shares, respectively, of Series D Preferred Stock issued and outstanding and warrants to purchase 3,236 shares of Series D Preferred Stock are outstanding as of December 31, 2025. Mr. Conway owns 1,333 shares of Series D Preferred Stock as of December 31, 2025, and 2024. On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock. Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock have been designated as Series E Preferred Stock. The holders of the Series E Convertible Preferred Stock shall not be entitled to receive dividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any time, the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1,000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not been registered under the Securities Act 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. As of December 31, 2025, and 2024, there were -0- shares, respectively, of Series E Preferred Stock issued and outstanding. 5 On May 2, 2023, the Company entered into an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“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. The 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 equaling more than 4.99% of the Company’s outstanding common stock. The 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 to GHS. No put will be made in an amount equaling 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, 2024, the Company sold GHS 29,304 post reverse split (146,517,693 prior to the reverse split) shares of common stock for proceeds of $172,117 net of offering costs. On January 26, 2024, the Company receive a Notice of Effectiveness for the sale of up to 200,000 post reverse split (1,000,000,000 prior to the reverse split) shares of the Company’s common stock to GHS, pursuant to the May 2, 2023, Financing Agreement and Registration Rights Agreement. The terms and conditions are similar to the terms and conditions of the July 19, 2023, registration statement. During the year ended December 31, 2024, the Company sold to GHS 200,000 post reverse split (1,000,000,000 prior to the reverse split) shares of common stock and received $760,160, net of offering costs. On July 30, 2024, the Company receive a Notice of Effectiveness for the sale of up to 400,000 post reverse split (2,000,000,000 prior to the reverse split) shares of the Company’s common stock to GHS, pursuant to the May 2, 2023, Financing Agreement and Registration Rights Agreement. The terms and conditions are similar to the terms and conditions of the July 19, 2023, registration statement. During the year ended December 31, 2025, the Company sold to GHS 272,919 post reverse split (1,364,594,180 prior to the reverse split) shares of common stock respectively for proceeds of $295,965 net of offering costs. During the year ended December 31, 2024, the Company sold to GHS 91,598 post reverse split (457,990,649 prior to the reverse split) shares of common stock and received $280,094, net of offering costs. On April 11, 2025, the Company entered into an Equity Financing Agreement (the “2025 Financing Agreement”) and Registration Rights Agreement (the “2025 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 (the “Commitment Amount”) of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement 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. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed three hundred percent (300%) 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 2025 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 equaling more than 4.99% of the Company’s outstanding common stock. The 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 iso GHS. No put will be made in an amount equaling less than $10,000 or greater than $1,000,000. Puts may be delivered by the Company to GHS until the earlier of thirty-six (36) 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. The Company also agreed to issue to the investor as an equity incentive shares (the “Commitment Shares”) equal to one quarter of one percent (0.25%) of the Commitment Amount, priced at a fixed price equaling ninety-five (95%) of the VWAP for the trading day preceding the execution of Agreements. This equates to $25,000, and as of the filing date of this quarterly report the shares have not been issued. On May 7, 2025, the Company receive a Notice of Effectiveness for the sale of up to 800,000 post reverse split (4,000,000,000 prior to the reverse split) shares of the Company’s common stock to GHS, pursuant to the April 11, 2025, Financing Agreement and Registration Rights Agreement. For the year ended December 31, 2025, the Company sold GHS 223,244 post reverse split (1,116,220,813 prior to the reverse split) shares of common stock for proceeds of $96,203, net of offering costs. Subsequent to December 31, 2025, the Company sold GHS 439,796 post reverse split shares of common stock for proceeds of $47,068 net of offering costs and $5,000 of note payables paid. 6 Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations , a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meet the criteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations. On 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 income from discontinued operations in the accompanying consolidated financial statements for the years ended December 31, 2025, and 2024. Business Overview Ozop Energy Systems OES 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. Equipment Distributor: In April 2021, the Company signed a five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for office and warehouse space to support the sales and distribution of our west coast operations. 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. Modular Energy Distribution System: The NeoVolt ™ System comprises 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. Our NeoVolt TM System offers (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. The Company has developed a business plan for NeoVolt™, a scalable battery storage solution that aims to relieve the stress on existing grid infrastructure by providing distributed energy storage. With the first stage of engineered technical drawings completed, we are advancing to stage two and preparing to construct the initial prototype or proof of concept (PoC). NeoVolt™ is designed with advanced features, including automatic adoption of connected devices and dynamic load balancing through a master-slave configuration. These capabilities enable NeoVolt™ to seamlessly integrate with and manage energy flows across multiple devices. Furthermore, the PoC is contingent upon recent advancements in EV charging and discharging standardizations, including on-board inverters and bi-directional capabilities, to ensure compatibility and efficiency in both residential and commercial applications. 7 OZOP Plus Ozop Plus markets vehicle service contracts (VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. EVCO has agreements with others whereby the battery premium associated with any EV VSC will be ceded to EVCO. OZOP Plus markets vehicle service contracts (“VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners’ concerns are the EV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear on additional components that EV vehicles experience. Management believes that the OZOP Plus marketed VSC’s will give “peace of mind” to the EV buyer. On October 23, 2024, Ozop Capital Partners, Inc. entered into an agreement with Empire Auto Protect (“Empire”). Under the agreement, Empire will white label Royal Administration’s Fully Charged VSC, to be marketed as Empire Plus. OZOP Plus will be ceded the battery premium portion of all of the Empire Plus VSC’s contracted. Ozop Engineering and Design OED was formed to become a premier engineering and lighting control design firm. OED offers product and design support for lighting and solar projects with a focus on fast lead times and technical support. OED and our partners are able to offer the resources needed for lighting, solar and electrical design projects. OED provides 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. OED specializes in lighting commissioning services. On September 27, 2024, OED signed an agreement with Leviton Manufacturing Co, Inc., to serve as a field service technician for their advanced lighting control systems. Automated Room Controls (ARC) ARC is developing products to be 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, 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. Sales and marketing The Company markets its products through its websites as well as attending industry-specific trade shows. Additionally, OZOP Plus markets the EV VSC in conjunction with Royal Administration Services, Inc. (“Royal”) through Royal’s agents and the Company also will begin marketing the product through various third-party websites and portals for additional direct to consumer marketing to EV owners. Competition We compete with many companies in the various application segments including larger, more established companies with substantial capabilities, personnel and financial resources. Many of our competitors have a larger presence in global markets. Employees As of the date of this filing, the Company employs 1 full time and 3 part-time employees. Ozop also has contracts with various independent contractors and consultants to fulfil additional needs, including accounting, investor relations, business development, permitting, and other corporate functions, and may increase staff further as we expand activities and bring new projects online. 8 ITEM 1A. RISK FACTORS We are a smaller reporting Company and are not required to include disclosures under this item. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 1C. CYBERSECURITY. Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure We recognize the importance of identifying, assessing and managing material risks associated with cybersecurity threats. We maintain an information technology and cybersecurity program appropriate for a company our size, taking into account our operations and risks. Risk Management and Strategy Our cybersecurity risk management approach includes: ● A flat network infrastructure powered by Ubiquiti (UBNT) equipment ● Unified firewall and security management through our UDM Pro device ● Remote access controlled via L2TP VPN with pre-shared key authentication ● Regular data backups using RoboCopy, scheduled daily at 2pm EST ● Physical security through UniFi Access control system and ADT security cameras covering the entire building We utilize third-party services for certain technology functions, including Microsoft 365 for email, GoDaddy for web hosting, and CodeTwo for email signatures. While we depend on the digital technologies of these third parties, we monitor our systems to protect against unauthorized access. Governance Our Board of Directors is responsible for overseeing cybersecurity risks. Management, led by our IT department, is responsible for the operational oversight of the company-wide cybersecurity strategy and standards. Administrative access to our critical systems is limited to authorized personnel and documented in our IT inventory. Given our size and operations, we maintain administrative controls including: ● Defined administrator accounts with appropriate access levels ● Documentation of system access credentials ● Regular updates to firmware on network infrastructure (current versions documented) ● Backup verification and monitoring 9 Cybersecurity Risks As of May 14, 2026, we are not aware of any cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected our business strategy, results of operations, or financial condition, or are reasonably likely to have such a material effect. However, like all organizations, we face potential risks from cybersecurity threats which could materially affect our operations or financial condition if they were to occur. Areas for potential improvement in our cybersecurity posture include upgrading our WiFi access points and implementing a cloud backup solution to complement our current on-site backup strategy. ITEM 2. PROPERTIES. On January 2, 2021, the Company entered into a ten (10) year lease for a 6-bay garage storage facility of approximately 2,500 square feet. Pursuant to the lease the Company agreed to issue 20,000 post reverse split (100,000,000 prior to the reverse split) shares of restricted common stock. The shares were certificated on March 8, 2021, with an effective date of January 2, 2021. The Company valued the shares at $31.50 post reverse split ($0.0063 prior to the reverse split) per share (the market value of the common stock on the date of the agreement) and had initially recorded $630,000 as a prepaid expense. On September 6, 2022, the Company was assigned the title to a property located at 55 Ronald Reagan Blvd, Warwick, NY 10990, in exchange for the 20,000 post reverse split (100,000,000 prior to the reverse split) shares of common stock that were issued to the building owner in January 2021. The Company also entered into a free one-year Maintenance Agreement. The Company allocated $30,000 of the prepaid expense to the Maintenance Agreement and amortized the $30,000 over the one-year term. The Deed was recorded in the name of the Company on October 4, 2022. The Company reclassed the remaining $600,000 as a fixed asset and credited prepaid expense. During the year ended December 31, 2025, the Company sold its building to an entity controlled by the Company’s CEO. The sale price was $600,000 and the Company received $100,000 in cash and the buyer forgave $500,000 of related party accrued and unpaid management fees owed to the CEO (see Note 8). The Company recorded a gain on the sale of the building to a related party of $86,250, which is included in the Statement of Operations for the year ended December 31, 2025. After the building was sold to the related party, the Company leased back the building from the same related party in September 2025 for a three-year lease with a monthly lease payment of $5,000 beginning on September 1, 2026, which was accounted for as a sale and leaseback transaction (see Note 12). On April 14, 2021, the Company entered into a five-year lease which began on June 1, 2021, for approximately 8,100 square feet of office and warehouse space in Carlsbad, California, expiring May 31, 2026. Initial lease payments of $13,148 began on June 1, 2021, and increase by approximately 2.4% annually thereafter. On February 22, 2023, with an effective date of March 1, 2023, the Company entered into a 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. ITEM 3. LEGAL PROCEEDINGS. We were involved as a plaintiff in a Complaint filed in the SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN DIEGO NORTH COUNTY (the “Complaint”) on November 14, 2022 . The Complaint alleges that former employees would place an order from a customer for purchase of product from OZOP with funds the exact source of which is presently unknown. OZOP alleges that next, the customer would sell that product to OZOP’s customers at a price marked up from the price for which the customer purchased from OZOP – to the benefit of Defendants and to the detriment of OZOP, their employer at the time. The Complaint further alleges that the former employees falsely represented that the price the customer was obtaining from other suppliers and therefore was willing to pay for OZOP product decreased, which allowed them to use the customer to then sell additional product to OZOP’s customers at increasingly larger margins, thus further wrongfully enriching themselves to the detriment of their employer, OZOP. The lawsuit also alleges that the employees were also making false statements to Ozop’s customers regarding the financial condition of Ozop and the lack of module inventory. On 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. Pursuant to the terms of the Settlement, the Defendants paid the Company $1,125,000 during the year ended December 31, 2024. In exchange, the Company agreed to release all Defendants from the lawsuit and to deliver 11 containers of solar panels. Upon the receipt of the $1,125,000 and the delivery of the 11 containers, and pursuant to the Settlement, the Company recorded sales of $728,640, a credit of $125,000 to legal expense and for the year ended December 31, 2024, recorded a gain on litigation settlement of $271,360. Other than the above, we know of no legal proceedings to which we are a party or to which any of our property is the subject, which are pending, threatened or contemplated or any unsatisfied judgments against the Company. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 10 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock began trading on May 8, 2017, and currently trades on the OTC Pink Market under the symbol “OZSC.” The closing price of our common stock on May 11, 2026, was $0.2995. Holders As of December 31, 2025, the Company had 2,665,555 post reverse split (13,327,772,365 prior to the reverse split) shares of our common stock issued and outstanding held by 75 holders of record. Recent Sales of Securities The following are all shares issued during the quarter ended December 31, 2025: On October 2, 2025, the Company issued 100,000 post reverse split (500,000,000 prior to the reverse split) shares to Growth Ventures at $0.50 post reverse split ($0.0001 prior to the reverse split) per share in payment of principal on a convertible note payable of $50,000. On October 14, 2025, the Company issued 119,225 post reverse split (596,122,600 prior to the reverse split) shares to Auctus at $0.20 post reverse split ($0.00004 prior to the reverse split) per share in payment of accrued interest on a promissory note of $23,095 and fees of $750. On October 27, 2025, the Company sold 30,372 post reverse split (151,857,500 prior to the reverse split) shares to GHS at $0.40 post reverse split ($0.00008 prior to the reverse split) per share and received net proceeds of $10,406, after deducting transaction and broker fees of $1,743. On December 2, 2025, the Company issued 126,689 post reverse split (633,446,800 prior to the reverse split) shares to Auctus at $0.20 post reverse split ($0.00004 prior to the reverse split) per share in payment of accrued interest on a promissory note of $24,588 and fees of $750. The Company issued the foregoing securities in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors and the transactions did not involve a public offering. Dividends We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends. 11 Securities authorized for issuance under equity compensation plans None Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. OTHER STOCKHOLDER MATTERS None. Item 6. Selected Financial Data Not applicable to smaller reporting companies . ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements. While our financial statements are presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time, our auditors have raised a substantial doubt about our ability to continue as a going concern. THE COMPANY Ozop Energy Solutions, Inc. (the “Company,” “we,” “us” or “our”) was originally incorporated as Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada. On October 29, 2020, the Company formed a new wholly owned subsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation (“Merger Sub”). The Merger Sub was formed under the Nevada Revised Statutes for the sole purpose and effect of changing the Company’s name to “Ozop Energy Solutions, Inc.” That same day the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Merger Sub and filed Articles of Merger (the “Articles of Merger”) with the Nevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020. As permitted by the Section 92.A.180 of the Nevada Revised Statutes, the sole purpose and effect of the filing of Articles of Merger was to change the name of the Company from Ozop Surgical Corp to “Ozop Energy Solutions, Inc.” On December 11, 2020, the Company formed Ozop Energy Systems, Inc. (“OES”), a Nevada corporation and a wholly owned subsidiary of the Company. OES was formed to be a manufacturer and distributor of renewable energy products. 12 On August 19, 2021, the Company formed Ozop Capital Partners, Inc. (“Ozop Capital”), a Delaware corporation and a wholly owned subsidiary of the Company. Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital. On October 29, 2021, EV Insurance Company, Inc. (“EVCO”) was formed as a captive insurance company in the State of Delaware. EVCO is a wholly owned subsidiary of Ozop Capital. On January 7, 2022, EVCO filed with New Castle County, Delaware DBA OZOP Plus. On February 25, 2022, the Company formed Ozop Engineering and Design, Inc. (“OED”) a Nevada corporation, as a wholly owned subsidiary of the Company. OED was formed to become a premier engineering and lighting control design firm. OED offers product and design support for lighting and solar projects with a focus on fast lead times and technical support. OED and our partners are able to offer the resources needed for lighting, solar and electrical design projects. OED will provide customers systems to coordinate the understanding of electrical usage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs. We work with architects, engineers, facility managers, electrical contractors and engineers. On June 11, 2024, the Company formed Automated Room Controls, Inc. (“ARC”) a Nevada corporation, as a wholly owned subsidiary of the Company. ARC was created to address a significant need in the lighting controls industry. We believe that easy deployment and creative applications can transform lighting controls into essential tools for enhancing the utility and ambiance of any space. The Company’s mission is to deliver cutting-edge technology that simplifies complex control needs, ensuring seamless integration and exceptional performance. OES 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. Equipment Distributor: In April 2021, the Company signed a five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for office and warehouse space to support the sales and distribution of our west coast operations. 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. Modular Energy Distribution System: The NeoVolt ™ System comprises 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. Our NeoVolt TM System offers (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. The Company has developed a business plan for NeoVolt™, a scalable battery storage solution that aims to relieve the stress on existing grid infrastructure by providing distributed energy storage. With the first stage of engineered technical drawings completed, we are advancing to stage two and preparing to construct the initial prototype or proof of concept (PoC). NeoVolt™ is designed with advanced features, including automatic adoption of connected devices and dynamic load balancing through a master-slave configuration. These capabilities enable NeoVolt™ to seamlessly integrate with and manage energy flows across multiple devices. Furthermore, the PoC is contingent upon recent advancements in EV charging and discharging standardizations, including on-board inverters and bi-directional capabilities, to ensure compatibility and efficiency in both residential and commercial applications. OED specializes in lighting commissioning services. On September 27, 2024, OED signed an agreement with Leviton Manufacturing Co, Inc., to serve as a field service technician for their advanced lighting control systems. Ozop Plus markets vehicle service contracts (VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners’ concerns are the EV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear on additional components that EV vehicles experience. Management believes that the Ozop Plus marketed VSC’s will give “peace of mind” to the EV buyer. On October 23, 2024, Ozop Capital Partners, Inc. entered into an agreement with Empire Auto Protect (“Empire”). Under the agreement, Empire will white label Royal Administration’s Fully Charged VSC, to be marketed as Empire Plus. OZOP Plus will be ceded the battery premium portion of all of the Empire Plus VSC’s contracted. 13 ARC has developed products to be 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, 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. Discontinued Operations On September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceedings which meets the definition of a discontinued operation. Accordingly, the operating results of PCTI are reported as income from discontinued operations in the accompanying consolidated financial statements for the years ended December 31, 2025, and 2024. Results of Operations for the years ended December 31, 2025, and 2024: Revenue For the year ended December 31, 2025, the Company generated revenue of $307,421 compared to $1,342,653 for the year ended December 31, 2024. Revenues from Ozop Energy Systems, Inc. (“OES”) and Automated Room Controls, Inc. (“ARC”) are classified as sourced and distributed products. Ozop Engineering and Design (“OED”) revenues are classified as design and installation. Sales are summarized as follows: Year ended December 31, 2025 2024 Sourced and distributed products $ 105,709 $ 1,042,022 Design and installation 201,712 300,631 Total $ 307,421 $ 1,342,653 Sales of sourced and distributed products for the year ended December 31, 2024, included $728,640, pursuant to the YHS Settlement. Excluding this, sales of sourced and distributed products (solar product) were significantly lower for the year ended December 31, 2025, compared to December 31, 2024. The Company believes the lower revenues were due to higher interest rates affecting homeowners’ ability and desire for residential rooftop solar installations as well as competitors lowering their selling prices to try to capture a part of the lower demand. These factors also resulted in our customers having excess inventory on hand. and our decision to not currently place additional orders for solar products. Sales of sourced and distributed products for the year ending December 31, 2025, also includes $93,613 of revenues from ARC, which started to generate revenue during 2025. Design and installation revenues decreased for the year ended December 31, 2025, compared to December 31, 2024, as the prior year included $162,000 for a one-time large installation job. Cost of sales and gross margin For the years ended December 31, 2025, and 2024, the Company recognized $220,765 and $1,187,180, respectively, of cost of sales. Year ended December 31, 2025 2024 Sourced and distributed products $ 80,454 $ 945,931 Design and installation 140,311 107,224 Inventory write down - 134,025 $ 220,765 $ 1,187,180 14 During the year ended December 31, 2024, the Company reviewed its inventory valuation to determine if the historical cost of its solar panels was less than their net realizable value. Management also considers, if applicable, other factors, including known trends, market conditions, 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 $134,025 (the “Inventory Adjustment”) to the historical cost of inventory purchased. Design and installation cost of sales is comprised of OED’s labor costs for each job. Year ended December 31, 2025 2024 Gross margin 28.2 % 11.6 % The increase in gross margin percentage is primarily related to the Inventory Adjustment of $134,025 during the year ended December 31, 2024, causing a lower gross margin that year. The Company recognized a gross margin on solar products (OES) of 11.8% for the year ended December 31, 2025, compared to (3.6%) for the year ended December 31, 2024. The gross margin on design and installation of 30.4% for the year ended December 31, 2025, compared to 64.3% for the year ended December 31, 2024, a result of a customer agreement effective October 1, 2024, who compensates the Company based on hourly rate for actual hours worked as compared to a higher daily rate the Company received from other customers during the year ended December 31, 2024. ARC products had a gross margin of 25.5% for the year ended December 31, 2025. Operating expenses Total operating expenses for the years ended December 31, 2025, and 2024, were $3,058,483 and $3,619,155, respectively. The operating expenses were comprised of: Year ended December 31, 2025 2024 Management fees, related parties $ 960,000 $ 960,000 Travel expenses 39,806 95,784 Stock compensation expense 40,000 - Salaries, taxes, and benefits 500,505 839,027 Professional and consulting fees 844,500 770,982 Advertising and marketing 68,194 106,705 Rent and office expenses 73,135 151,940 Research and development costs 46,832 183,897 Building repairs and maintenance 58,207 53,318 Insurance 193,524 202,668 General and administrative, Other 233,780 254,834 Total $ 3,058,483 $ 3,619,155 Effective January 1, 2022, the Company entered into an employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway 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. Currently, the subsidiaries of Ozop Capital, OES and OED, each compensates Mr. Conway $20,000 per month. Travel expenses decreased for the year ended December 31, 2025, compared to the year ended December 31, 2024, as the Company had lower travel expenses related to Systems and OED as a result of decreased sales. 15 Stock based compensation of $40,000 during the year ended December 31, 2025, related to the Company issuing an aggregate of 40,000 post reverse split (200,000,000 prior to the reverse split) shares of common stock pursuant to a Service Agreement (including amendments) with a third party. Salaries, taxes, and benefits decreased for the year ended December 31, 2025, compared to December 31, 2024. Ozop Energy Systems (“OES”) currently has 1 employee with an aggregate annual salary of $72,000 and focused on general and administrative functions. The solar distribution of this vertical is being managed by our financial consultant and the Company’s CEO. Effective July 1, 2025, OED has two part-time employees paid on an hourly basis for hours spent on travel to and from a job and hours spent on the job. Effective October 1, 2025, the hourly compensation of $40,323 was expensed to cost of sales. Prior to October 1, 2025, OED had full time employees and allocated $99,988 and $85,878 of salaries to cost of sales for the years ended December 31, 2025, and 2024, respectively.ARC is being managed by our financial consultant, our OES employee, and the Company’s CEO. During 2024, Ozop Capital Partners had one employee with annual compensation of $125,000 (terminated in July 2024), and hired a new employee on September 3, 2024, with an annual salary of $144,000. The Company allocates salaries and related expenses to the appropriate subsidiary for where their services are being performed. The expenses per subsidiary, included in operating expenses for the years ended December 31, 2025, and 2024, are as follows: Year ended December 31, 2025 2024 Ozop Energy Systems $ 134,234 $ 217,226 Ozop Engineering and Design 70,832 354,100 Ozop Capital Partners/EV Insurance Company 137,679 125,530 Automated Room Controls 157,760 142,171 Total $ 500,505 $ 839,027 Professional and consulting fees increased for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase is due to the Company received $125,000 pursuant to the YHS settlement, that was credited to legal fees for the year ended December 31, 2024. Advertising and marketing expenses decreased for the year ended December 31, 2025, compared to December 31, 2024, as result of the Company attending less trade shows in the current year compared to the prior year. Research and development costs decreased for the year ended December 31, 2025, compared to the year ended December 31, 2024, due to the development and testing of the ARC products substantially occurred during the year ending December 31, 2024. Insurance expenses decreased for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was the result of the Company not renewing the credit insurance policy for OES, which terminated April 30, 2024. The Company estimates that the monthly insurance expense to be approximately $15,000 per month. Rent and office expense (including storage, supplies, utilities, and internet costs) decreased for the year ended December 31, 2025, compared to the year ended December 31, 2024, because of $71,208 expenses incurred by OES for storage fees in the year ended December 31, 2024, (no such storage fees in the year ended December 31, 2025). During the year ended December 31, 2025, the Company sold their building and entered into a new lease agreement effective September 1, 2025. General and administrative expense other, decreased for the year ended December 31, 2025, compared to the year ended December 31, 2024. There were decreases in depreciation ($28,182), meals and entertainment ($16,891), investor relation expenses ($4,861) and other net decreases ($1,218), which were substantially offset by increases in merchant, credit card and bank fees $11,519, transfer agent and filing fees $15,562, freight expenses $3,017. 16 Other (Income) Expenses Other expense, net for the year ended December 31, 2025, was $5,740,716 compared to $2,738,052 for the year ended December 31, 2024, and were as follows. Year ended December 31, 2025 2024 Interest expense $ 4,205,938 $ 4,014,997 Loss (gain) on change in fair value of derivatives 1,621,028 (1,005,585 ) Gain on sale of building to a related party (86,250 ) - Gain on litigation settlement - (271,360 ) Total other expense, net $ 5,740,716 $ 2,738,052 The increase in interest expense for the year ended December 31, 2025, is primarily a result of new amortization related to the initial debt discounts for new convertible notes and new promissory notes issued, including the Exchange Agreement, partially offset by the amortization period of certain note discounts that were completed during the year ended December 31, 2024. For the year ended December 31, 2025, the Company recognized a loss on the change in the fair value of derivatives. For the year ended December 31, 2024, the Company recognized gains on the change in the fair value of derivatives. For the years ended December 31, 2025, and 2024, the Company recognized a gain of $86,250 for the sale of a building to a related party and a gain of $271,360 on the settlement with YHS, respectively. Net loss Net loss attributable to the Company for the year ended December 31, 2025, was $8,712,543 compared to $6,198,161, for the year ended December 31, 2024. Liquidity and Capital Resources The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2025, the Company had an accumulated deficit of $233,581,184 and a working capital deficit of $39,740,819. As of December 31, 2025, the Company was in default of $18,714,423 plus accrued interest on debt instruments due to non-payment upon maturity dates. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for one year from the date of the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Currently, our current capital and our other existing resources will not be sufficient to provide the working capital needed for our current business, and, additional capital will be required to meet our debt obligations, and to further expand our business. We may be unable to obtain the additional capital required. If we are unable to generate capital or raise additional funds when required, it will have a negative impact on our business development and financial results. These conditions raise substantial doubt about our ability to continue as a going concern as well as our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. This “going concern” could impair our ability to finance our operations through the sale of debt or equity securities. Management’s plans in regard to these factors are discussed in Note 2 to the consolidated financial statements filed herein. For the year ended December 31, 2025, we primarily funded our business operations with the existing cash on hand as of January 1, 2025, cash received from collection of accounts receivable, $573,000 from the issuances of convertible notes payable, $392,168 received from sales of common stock, $100,000 received in the sale of building to a related party, and $350,000 from the issuances of promissory notes payable. 17 As of December 31, 2025, we had cash of $266,431 as compared to $797,139 as of December 31, 2024. As of December 31, 2025, we had current liabilities of $40,178,567, compared to current assets of $437,748, which resulted in a working capital deficit of $39,740,819. The current liabilities are comprised of accounts payable and accrued expenses, related party liabilities, convertible debt, derivative liabilities, lease obligations, deferred liability, notes payable, and liabilities of discontinued operations. Operating Activities For the year ended December 31, 2025, net cash used in operating activities was $1,792,386 compared to $1,850,146 for the year ended December 31, 2024. For the year ended December 31, 2025, our net cash used in operating activities was primarily attributable to the net loss of $8,712,543, the gain on the sale of building to a related party of $86,250, adjusted by the loss on the change in fair value of derivatives of $1,621,028, non-cash interest expense of $1,166,614, stock based compensation of $40,000, and amortization and depreciation of $208,553. Net changes of $3,970,212 in operating assets and liabilities reduced the cash used in operating activities. For the year ended December 31, 2024, our net cash used in operating activities was primarily attributable to the net loss of $6,198,161, the gain on the change in fair value of derivatives of $1,005,585, adjusted by non-cash interest expense of $1,119,461, the inventory write-down of $134,025 and amortization and depreciation of $214,372. Net changes of $3,889,315 in operating assets and liabilities reduced the cash used in operating activities. Investing Activities For the year ended December 31, 2025, the net cash used in investing activities was $53,490, resulting from the sale of the building to a related party of $100,000, less a loan to related party of $150,000, and the purchase of office and computer equipment of $3,490. For the year ended December 31, 2024, the net cash used in investing activities was $11,114 primarily due to purchase of office and computer equipment. Financing Activities For the year ended December 31, 2025, the net cash provided by financing activities was $1,315,168 of which $573,000 was net proceeds received from issuance of convertible notes, $392,168 from the sales of common stock to GHS, net of issuance costs, and $350,000 from the issuances of promissory notes payable. For the year ended December 31, 2024, the net cash provided by financing activities was $1,212,370, from the sales of common stock to GHS, net of issuance costs. Critical Accounting Policies and Estimates The Company’s consolidated financial statements are prepared in accordance with GAAP in the United States. The preparation of its consolidated financial statements and related disclosures requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements. The Company bases its estimates on historical experience, known trends and events and various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are described in more details in Note 3 to our financial statements appearing elsewhere in this Annual Report on Form 10-K. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. The SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our management believes that given current facts and circumstances, there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies and estimates, except for following. 18 Convertible Instruments and Derivatives The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. If the instrument contains embedded conversion features or other terms that require bifurcation under ASC 815, these features are separated from the host contract and recorded as derivative liabilities at fair value. Derivative liabilities are remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. The Company accounts for derivative financial instruments in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. Under this guidance, the Company evaluates whether an embedded feature within a financial instrument is required to be accounted for separately as a derivative. Embedded derivatives that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that are not eligible for the scope exceptions under ASC 815, are bifurcated from the host instrument and accounted for as separate derivative financial instruments. These derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value, with changes in fair value recognized in the consolidated statements of operations in the period in which they occur. The Company uses the Monte Carlo simulation valuation method to estimate the fair value of (i) the embedded conversion feature that is required to be bifurcated from the debt host contract and (ii) warrants under certain circumstances (collectively, the derivative financial instruments). The Monte Carlo simulation valuation method requires the input or use of highly subjective assumptions, including the expected volatility of the Company’s common stock, which management estimates based on implied and/or historical volatility over a comparable period. Changes in this subjective input assumption could materially affect the fair value estimate of the derivative financial instruments. OFF BALANCE SHEET ARRANGEMENTS We 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. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required for smaller reporting companies. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Index to Financial Statements and Financial Statement Schedules appearing on pages F1-F27 of this annual report on Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures A review and evaluation was performed by the Company’s management, including the Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), as of the end of the period covered by this annual report on Form 10-K, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this annual report. Based on that review and evaluation, the CEO and CFO have concluded that as of December 31, 2025, disclosure controls and procedures were not effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of SEC rules and forms. 19 Management’s Report on Internal Controls over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of our assets; ● Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our CEO and CFO have evaluated the effectiveness of our internal control over financial reporting as described in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report based upon criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). As a result of this evaluation, we concluded that our internal control over financial reporting was not effective as of December 31, 2025, as described below. We assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses: Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. Inadequate Segregation of Duties : We have an inadequate number of personnel to properly implement control procedures. Lack of Audit Committee: We do not have a functioning audit committee, resulting in lack of independent oversight in the establishment and monitoring of required internal controls and procedures. We are committed to improving the internal controls and will (1) consider using third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing additional outside directors and audit committee members in the future. We have discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of these material weaknesses, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report. Changes in Internal Control over Financial Reporting There have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. ITEM 9B. OTHER INFORMATION None . OFF BALANCE SHEET ARRANGEMENTS 20 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Identification of directors and executive officers . The names and ages of our directors and executive officers are set forth below. Also included is their principal occupation(s). Our By-Laws provide for up to four directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified. Name Age Position Beginning Brian Conway 55 Chief Executive Officer and Interim Chief Financial Officer February 28, 2020 Brian P. Conway, the Chief Executive Officer and Interim Chief Financial Officer, brings 20 years of proven success in marketing and business development for both private and publicly traded companies. Starting off in database management and sales for Venture Direct on Madison Avenue, he crossed over to Wall Street as a co-founder of Waypoint Capital Partners. During this time, he was responsible for national sales, marketing, business and product development, national account customers, and new business relations with international and US companies while creating awareness for public companies with many of the nation’s top public relations firms. From October 1, 2014, through August 31, 2019, Mr. Conway was the CEO, CFO and Director of Ngen Technologies, Inc. (f/k/a/ Liberated Solutions, Inc.). His relationships and experience with investment bankers, non-dilutive financing, and public relations should be instrumental in moving the Company forward. Family Relationships None Involvement in Certain Legal Proceedings No director, executive officer, significant employee, or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years. Corporate Governance Our Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our Board. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance. Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees. As with most small, early-stage companies until such time as our Company further develops our business, achieves a greater revenue base, and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent, and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our Board. 21 Code of Ethics We adopted a Code of Ethics for Senior Financial Management to promote honest and ethical conduct and to deter wrongdoing. This Code applies to our Chief Executive Officer and Chief Financial Officer and other employees performing similar functions. The obligations of the Code of Ethics supplement, but do not replace, any other code of conduct or ethics policy applicable to our employees generally. Under the Code of Ethics, all members of the senior financial management shall: ● Act honestly and ethically in the performance of their duties at our company, ● Avoid actual or apparent conflicts of interest between personal and professional relationships, ● Provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submits to, the SEC and in other public communications by our company, ● Comply with rules and regulations of federal, state and local governments and other private and public regulatory agencies that effect the conduct of our business and our financial reporting, ● Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the member’s independent judgment to be subordinated ● Respect the confidentiality of information in the course of work, except when authorized or legally obtained to disclosure such information, ● Share knowledge and maintain skills relevant to carrying out the member’s duties within our company, ● Proactively promote ethical behavior as a responsible partner among peers and colleagues in the work environment and community, ● Achieve responsible use of and control over all assets and resources of our company entrusted to the member, and ● Promptly bring to the attention of the Chief Executive Officer any information concerning (a) significant deficiencies in the design or operating of internal controls which could adversely affect to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in our financial reporting or internal controls. Director Independence None of the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. In performing the functions of the audit committee, our board oversees our accounting and financial reporting process. In this function, our board performs several functions. Our board, among other duties, evaluates and assesses the qualifications of the Company’s independent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’s management and the independent auditors the results of the annual audit and the results of our quarterly financial statements. Our board as a whole will consider executive officer compensation, and our entire board participates in the consideration of director compensation. Our board as a whole oversees our compensation policies, plans and programs, reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers, if any, and administers our equity incentive and stock option plans, if any. 22 Each of our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for director, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs and the credentials of the candidate at the time the candidate is proposed. Such factors include relevant business and industry experience and demonstrated character and judgment. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, persons who beneficially own more than 10% of a registered class of the Company’s equity securities, and certain other persons to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms. The Company does not believe that all of its directors, executive officers and greater than 10% beneficial owners complied with all such filing requirements during 2025. ITEM 11. EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth information regarding compensation earned in or with respect to our fiscal years 2025 and 2024: (i) our principal executive officer or other individual serving in a similar capacity during the fiscal years 2025, and 2024; (ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at December 31, 2025, and 2024, whose compensation exceed $100,000; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2025. Compensation information is shown for the fiscal years ended December 31, 2025, and 2024: Name and Principal Position Year Salary Bonus Stock Awards Option Awards All Other Compensation Total Brian P Conway (1) 2025 $ 960,000 $ - $ - $ - $ - $ 960,000 2024 $ 960,000 $ - $ - $ - $ - $ 960,000 (1) On February 28, 2020, Mr. Conway was appointed as the Company’s Chief Executive Officer. Value of Initial Fixed $100 Investment Based on: Year Summary Compensation on Table Total for PEO Compensation Actually Paid to PEO Average Summary Compensation on Table Total for Non-PEO NEOs Average Compensation Actually Paid to Non-PEO NEOs Total Shareholder Return Total Shareholder Return of Peer Group Net Income (Loss) 2025 $ 960,000 $ 960,000 $ - $ - -89.0 % N/A $ (8,712,543 ) 2024 $ 960,000 $ 960,000 $ - $ - -47.1 % N/A $ (6,198,161 ) 2023 $ 960,000 $ 960,000 $ - $ - -66.0 % N/A $ (7,369,681 ) 2025 OPTION GRANTS There were no options to purchase shares of our Common Stock issued and outstanding as of December 31, 2025, or December 31, 2024. 23 OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END There were no outstanding equity awards for the years ended December 31, 2025, and 2024. EXECUTIVE EMPLOYMENT AGREEMENTS On July 10, 2020, pursuant to the PCTI transaction, the Company assumed an employment contract entered into on February 28, 2020, between the Company and Mr. Conway (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Conway received an initial annual salary of $120,000, for his position of CEO of the Company, payable monthly. Pursuant to the contract, Mr. Conway was issued 2,500 shares of Series C Preferred Stock, and on August 28, 2020, Mr. Conway was issued 1,333 shares of Series D Preferred stock and 500 shares of Series E Preferred Stock. Effective January 1, 2022, the Company entered into an employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway received a $250,000 contract renewal bonus 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. Currently, the subsidiaries of Ozop Capital, OES and OED, each compensates Mr. Conway $20,000 per month. Other than the foregoing, currently, we do not have any written employment agreement or other formal compensation agreements with our officers and directors. Compensation arrangements are the subject of ongoing development, and we will make appropriate additional disclosures as they are further developed and formalized. DIRECTOR COMPENSATION Director Compensation Policies We have not compensated our directors for their service on our Board from our inception through December 31, 2025. There are no arrangements currently in place pursuant to which directors will be compensated in the future for any services provided as a director. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows the beneficial ownership of the Company’s shares as of May 14, 2026, (unless otherwise noted) by (i) each person known by the Company to own beneficially more than 5% of the outstanding shares, (ii) each director and director nominee of the Company, (iii) each executive officer of the Company named in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”), and (iv) all executive officers and directors of the Company as a group. The table includes shares that may be acquired within 60 days of May 14, 2026, upon the exercise of stock options by employees or outside directors and shares of restricted stock. Unless otherwise indicated, each of the persons or entities listed below exercises sole voting and dispositive power over the shares that each of them beneficially owns. 24 For the beneficial ownership of the stockholders owning 5% or more of the shares, the Company relied on publicly available filings and representations of the stockholders. Name and Title: Class of Security Amount of beneficial ownership Percent of Class (1) Executive Officers and Directors: Brian P Conway, CEO and Director (2) Common Stock 1,961,943 30.4 % Series C Preferred Stock 2,500 100.0 % Series D Preferred Stock 1,333 99.9 % (1) Percentages are based on 4,484,160 post reverse split 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 May 14, 2026. The voting rights associated with the Series C Preferred Stock in the aggregate are equal to 67% of the total vote. Series C Preferred Stock has no conversion rights. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock multiplied by the number of Series D shares being converted. Series D Preferred Stock has no voting rights. (2) Includes 1,333 shares of Series D Preferred Stock convertible into 1,961,943 post reverse split shares of common stock. Item 13. Certain Relationships and Related Transactions For the years ended December 31, 2025, and 2024, the Company recorded expenses to its officers of $960,000 respectively. As of December 31, 2025, the Company owes Mr. Conway $281,600 for unpaid management fees. During the year ended December 31, 2025, the Company sold its building to an entity controlled by Mr. Conway. The sale price was $600,000 and the Company received $100,000 in cash and Mr. Conway forgave $500,000 of related party accrued and unpaid management fees owed. The Company recorded a gain on the sale of the building to a related party of $86,250, which is included in the Statement of Operations for the year ended December 31, 2025 (see Note 4). After the building was sold to the related party, the Company leased back the building from the same related party in September 2025 for a three-year lease with a monthly lease payment of $5,000 beginning on September 1, 2026, which was accounted for as a sale and leaseback transaction (see Note 12). Item 14. Principal Accountant Fees and Services The following is a summary of the fees billed to us by Prager Metis CPAs, LLC, our independent registered public accounting firm, for professional services rendered for the fiscal years ended December 31, 2025, and 2024. 2025 2024 Audit Fees (1) $ 142,000 $ 138,500 Total Fees $ 142,000 $ 138,500 (1) Audit Fees are fees paid for professional services rendered for the audit of the Company’s annual consolidated financial statements, reviews of the Company’s interim consolidated financial statements and statutory audit requirements at certain non-U.S. locations. 25 PART IV Item 15. Exhibits, Financial Statement Schedules (a) 1. Financial Statements The financial statements and Reports of Independent Registered Public Accounting Firms are listed in the “Index to Financial Statements and Schedules” on page F-1 and included on pages F-2 to F-35. 2. Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein. 3. Exhibits (including those incorporated by reference). Exhibit No. Description 2.1 Share Exchange Agreement dated April 5, 2018 by and among Newmarkt Corp., the shareholders of Ozop Surgical, Inc., Ozop Surgical, Inc. and Denis Razvodovskij (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on April 19, 2018). 2.2 Stock Purchase Agreement dated June 26, 2020, by and among Ozop Surgical Corp., Power Conversion Technologies, Inc. and Catherine Chis (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 29, 2020). 2.3 Merger Agreement and Plan of Merger between Ozop Surgical Corp. and Ozop Surgical Name Change Subsidiary, Inc. (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on November 13, 2020). 3.1 Articles of Incorporation (Incorporated by reference to our General Form for Registration of Securities on Form S-1 filed on August 1, 2016) 3.2 Bylaws (Incorporated by reference to our General Form for Registration of Securities on Form S-1 filed on August 1, 2016) 3.3 Certificate of Amendment of Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on May 8, 2018 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on May 14, 2018). 3.4 Certificate of Designations for Series B Preferred Stock. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on April 2, 2019). 3.5 Amended and Restated Bylaws of Ozop Surgical Corp. adopted on May 22, 2019. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on May 22, 2019). 3.6 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on July 25, 2019. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on July 30, 2019). 3.7 Certificate of Designation of Series C Preferred Stock. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on September 24, 2019). 3.8 Certificate of Withdrawal of Series B Preferred Stock. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on September 24, 2019). 3.9 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on October 29, 2019. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on October 31, 2019). 3.10 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on December 30, 2020, (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on December 31, 2019). 26 3.11 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on January 21, 2020. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on February 7, 2020). 3.12 Amended and Restated Certificate of Designation of Series C Preferred Stock. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on February 5, 2020). 3.13 Amendment to Certificate of Designation of Series C Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on July 10, 2020). 3.14 Certificate of Designation of Series D Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on July 10, 2020). 3.15 Certificate of Designation of Series E Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed on July 10, 2020). 3.16 Articles of Incorporation of Ozop Surgical Name Change Subsidiary, Inc. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on November 13, 2020). 3.17 Articles of Merger between Ozop Surgical Corp. and Ozop Surgical Name Change Subsidiary, Inc. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on November 13, 2020). 3.18 Amended and Restated Certificate of Designation Series D Preferred Stock dated July 27, 2021 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on August 2, 2021). 3.19 Advisory agreement between Ozop Capital and RMA dated September 1, 2021 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on September 2, 2021) 10.1 Binding Letter of Intent dated February 28, 2020, by and between Ozop Surgical Corp. and Power Conversion Technologies, Inc, and Catherine Chis, (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on February 28, 2020). 10.2+ Employment Agreement dated February 28, 2020, by and between Ozop Surgical Corp. and Brian Conway, (Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on February 28, 2020). 31.1* Certification of Chief Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. + Management contract or compensatory plan or arrangement. ITEM 16. FORM 10-K SUMMARY Not applicable. 27 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Ozop Energy Solutions, Inc. By: /s/ Brian P. Conway Brian P. Conway Chief Executive Officer Date: May 14, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Brian P. Conway Chairman and Chief Executive Officer (principal executive officer) May 14, 2026 Brian P. Conway 28 OZOP ENERGY SOLUTIONS, INC. COSOLIDATED FINANCIAL STATEMENTS Table of Contents Page Report of Independent Registered Public Accounting Firm (PCAOB ID # 273 ) F-2 Consolidated Balance Sheets as of December 31, 2025, and 2024 F-3 Consolidated Statements of Operations for the years ended December 31, 2025, and 2024 F-4 Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025, and 2024 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2025, and 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 REPORT 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, 2025, and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2025 and 2024, 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, 2025, and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024, 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, 2025, the Company had an accumulated deficit of $233,581,184 and a working capital deficit of $39,740,819. As of December 31, 2025, the Company was in default of $18,714,423 plus accrued interest on debt instruments due to non-payment upon maturity dates or failure to comply with the loan’s contractual payment terms. 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. 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. 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. We determined that there were no critical audit matters for the current period. /s/ Prager Metis CPAs, LLC We have served as the Company’s auditor since 2018 Hackensack, New Jersey May 14, 2026 F- 2 OZOP ENERGY SOLUTIONS, INC. CONSOLIDATED BALANCE SHEETS December 31, December 31, 2025 2024 ASSETS Current Assets Cash $ 266,431 $ 797,139 Prepaid expenses 32,058 64,851 Accounts receivable 21,579 80,003 Inventory 117,680 10,673 Total Current Assets 437,748 952,666 Operating lease right-of-use asset, net 161,677 226,692 Note receivable, related party 150,000 - Property and equipment, net 10,709 561,399 Other assets 13,408 13,408 TOTAL ASSETS $ 773,542 $ 1,754,165 LIABILITIES AND STOCKHOLDERS’ DEFICIT Liabilities Current Liabilities Accounts payable and accrued expenses $ 12,854,975 $ 10,947,676 Related party liabilities 281,600 60,000 Convertible notes payable, net of discounts 2,748,505 25,000 Current portion of notes payable, net of discounts 18,448,173 20,241,164 Derivative liabilities 4,193,434 210,493 Operating lease liability, current portion 84,644 163,727 Deferred liability 532,425 502,610 Liabilities of discontinued operations 1,034,811 1,034,811 Total Current Liabilities 40,178,567 33,185,481 Long Term Liabilities Operating lease liability, net of current portion 93,728 72,662 TOTAL LIABILITIES 40,272,295 33,258,143 COMMITMENTS AND CONTINGENCIES - - Stockholders’ Deficit Preferred stock ( 10,000,000 shares authorized, par value $ 0.001 ) Series C Preferred Stock ( 50,000 shares authorized and 2,500 shares issued and outstanding, par value $ 0.001 ) 3 3 Series D Preferred Stock ( 4,570 shares authorized and 1,334 shares issued and outstanding, par value $ 0.001 ) 1 1 Series E Preferred Stock ( 3,000 shares authorized, - 0 - shares issued and outstanding, par value $ 0.001 ) - - Preferred Stock value - - Common stock ( 25,990,000,000 shares authorized, par value $ 0.001 ; 2,665,555 and 1,417,204 shares issued and outstanding as of December 31, 2025 and 2024, respectively) * 2,665 1,417 Treasury stock, at cost, 47,500 shares of Series C Preferred Stock and 18,667 shares of Series D Preferred Stock ( 11,249,934 ) ( 11,249,934 ) Common stock to be issued; 128 shares * - - Additional paid in capital * 206,114,473 205,397,953 Accumulated deficit ( 233,581,184 ) ( 224,868,641 ) Total Ozop Energy Solutions, Inc. stockholders’ deficit ( 38,713,976 ) ( 30,719,201 ) Noncontrolling interest ( 784,777 ) ( 784,777 ) TOTAL STOCKHOLDERS’ DEFICIT ( 39,498,753 ) ( 31,503,978 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 773,542 $ 1,754,165 * Retroactively restated for five thousand-for-one share consolidation on January 21, 2026. The accompanying notes are an integral part of these consolidated financial statements. F- 3 OZOP ENERGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS 2025 2024 For the Year Ended December 31, 2025 2024 Revenue $ 307,421 $ 1,342,653 Cost of revenue 220,765 1,187,180 Gross profit 86,656 155,473 Operating expenses: General and administrative, related parties 960,000 960,000 General and administrative, other 2,098,483 2,659,155 Total operating expenses 3,058,483 3,619,155 Loss from continuing operations ( 2,971,827 ) ( 3,463,682 ) Other (income) expenses: Interest expense 4,205,938 4,014,997 Loss (gain) on change in fair value of derivatives 1,621,028 ( 1,005,585 ) Gain on litigation settlement - ( 271,360 ) Gain on sale of building to a related party ( 86,250 ) - Total Other Expenses 5,740,716 2,738,052 Loss from continuing operations before income taxes ( 8,712,543 ) ( 6,201,734 ) Income tax provision - - Net loss from continuing operations ( 8,712,543 ) ( 6,201,734 ) Discontinued Operations: Income from discontinued operations, net of tax - 3,573 Net loss $ ( 8,712,543 ) $ ( 6,198,161 ) Loss from continuing operations per share of common stock basic and fully diluted* $ ( 4.44 ) $ ( 4.89 ) Income from discontinued operations per share of common stock basic and fully diluted* $ 0.00 $ 0.00 Loss per share basic and fully diluted* $ ( 4.44 ) $ ( 4.88 ) Weighted average shares outstanding basic and diluted* 1,960,377 1,269,152 * Retroactively restated for five thousand-for-one share consolidation on January 21, 2026. The accompanying notes are an integral part of these consolidated financial statements. F- 4 OZOP ENERGY SOLUTIONS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 Shares* Amount * Shares Amount Shares Amount Shares* Amount * Stock Capital * Deficit Interest (Deficit) Common stock to be issued Series C Preferred Stock Series D Preferred Stock Common Stock Treasury Additional Paid-in Accumulated Noncontrolling Total Stockholders’ Equity Shares* Amount* Shares Amount Shares Amount Shares* Amount* Stock Capital* Deficit Interest (Deficit) Balances January 1, 2025 128 $ - 2,500 $ 3 1,334 $ 1 1,417,204 $ 1,417 $ ( 11,249,934 ) $ 205,397,953 $ ( 224,868,641 ) $ ( 784,777 ) $ ( 31,503,978 ) Issuance of shares of common stock sold, net of issuance costs of $ 27,005 - - - - - - 496,163 496 - 391,672 - - 392,168 Issuance of common stock for services - - - - - - 40,000 40 - 39,960 - - 40,000 Issuance of common stock for accrued interest and fees - - - - - - 512,188 512 - 131,169 - - 131,681 Issuance of common stock for conversion of convertible notes - - - - - - 200,000 200 - 153,719 - - 153,919 Net loss - - - - - - - - - - ( 8,712,543 ) - ( 8,712,543 ) Balances December 31, 2025 128 $ - 2,500 $ 3 1,334 $ 1 2,665,555 $ 2,665 $ ( 11,249,934 ) $ 206,114,473 $ ( 233,581,184 ) $ ( 784,777 ) $ ( 39,498,753 ) * Retroactively restated for five thousand-for-one share consolidation on January 21, 2026. The accompanying notes are an integral part of these consolidated financial statements. F- 5 OZOP ENERGY SOLUTIONS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2024 Shares* Amount * Shares Amount Shares Amount Shares* Amount * Stock Capital * Deficit Interest (Deficit) Common stock to be issued Series C Preferred Stock Series D Preferred Stock Common Stock Treasury Additional Paid-in Accumulated Noncontrolling Total Stockholders’ Equity Shares* Amount* Shares Amount Shares Amount Shares* Amount* Stock Capital* Deficit Interest (Deficit) Balances January 1, 2024 128 $ - 2,500 $ 3 1,334 $ 1 1,096,303 $ 1,096 $ ( 11,249,934 ) $ 204,185,904 $ ( 218,670,480 ) $ ( 784,777 ) $ ( 26,518,187 ) Balance 128 $ - 2,500 $ 3 1,334 $ 1 1,096,303 $ 1,096 $ ( 11,249,934 ) $ 204,185,904 $ ( 218,670,480 ) $ ( 784,777 ) $ ( 26,518,187 ) Issuance of shares of common stock sold, net of issuance costs of $ 43,569 - - - - - - 320,901 321 - 1,212,049 - - 1,212,370 Net loss - - - - - - - - - - ( 6,198,161 ) - ( 6,198,161 ) Balances December 31, 2024 128 $ - 2,500 $ 3 1,334 $ 1 1,417,204 $ 1,417 $ ( 11,249,934 ) $ 205,397,953 $ ( 224,868,641 ) $ ( 784,777 ) $ ( 31,503,978 ) Balance 128 $ - 2,500 $ 3 1,334 $ 1 1,417,204 $ 1,417 $ ( 11,249,934 ) $ 205,397,953 $ ( 224,868,641 ) $ ( 784,777 ) $ ( 31,503,978 ) * Retroactively restated for five thousand-for-one share consolidation on January 21, 2026. The accompanying notes are an integral part of these consolidated financial statements. F- 6 OZOP ENERGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 For the Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss from continuing operations $ ( 8,712,543 ) $ ( 6,201,734 ) Net income from discontinued operations - 3,573 Net loss ( 8,712,543 ) ( 6,198,161 ) Adjustments to reconcile net loss to net cash used in operating activities Non-cash interest expense 1,166,614 1,119,461 Amortization and depreciation 208,553 214,372 Loss (gain) on fair value change of derivatives 1,621,028 ( 1,005,585 ) Inventory write down - 134,025 Gain on sale of building to a related party ( 86,250 ) - Stock compensation expense 40,000 - Changes in operating assets and liabilities: Accounts receivable 58,424 88,767 Inventory ( 107,007 ) 945,281 Prepaid expenses 32,792 10,251 Accounts payable and accrued expenses 3,395,713 2,920,894 Related party liabilities 721,600 60,000 Deferred revenue 29,815 12,115 Operating lease liabilities ( 161,125 ) ( 147,993 ) Net cash used in continuing operations ( 1,792,386 ) ( 1,846,573 ) Net cash used in discontinued operations - ( 3,573 ) Net cash used in operating activities ( 1,792,386 ) ( 1,850,146 ) Cash flows from investing activities: Purchase of office and computer equipment ( 3,490 ) ( 11,114 ) Loan to a related party in exchange for a promissory note receivable ( 150,000 ) - Proceeds from sale of building to a related party 100,000 - Net cash used in investing activities ( 53,490 ) ( 11,114 ) Cash flows from financing activities: Proceeds from sale of common stock, net of costs 392,168 1,212,370 Proceeds from issuances of convertible notes payable, net 573,000 - Proceeds from issuances of promissory notes payable, net 350,000 - Net cash provided by financing activities 1,315,168 1,212,370 Net decrease in cash ( 530,708 ) ( 648,890 ) Cash, Beginning of year 797,139 1,446,029 Cash, End of year $ 266,431 $ 797,139 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - Schedule of non-cash Investing or Financing Activity: Right-of-use assets obtained in exchange for operating lease obligations $ 103,107 $ - Forgiveness of related party liabilities for sale of building to a related party $ 500,000 $ - Common stock issued for convertible note payable $ 153,919 $ - Common stock issued for accrued interest $ 131,681 $ - Convertible note in exchange for promissory note and accrued interest $ 3,558,229 $ - Debt discount related to derivative liability $ 2,415,831 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 7 NOTE 1 - ORGANIZATION Business Ozop Energy Solutions, Inc. (the” Company,” “we,” “us” or “our”) was originally incorporated as Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada. On July 10, 2020, the Company entered into a Stock Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc., a Pennsylvania corporation (“PCTI”), and Catherine Chis (“Chis”), PCTI’s Chief Executive Officer (“CEO”) and its sole shareholder. Under the terms of the SPA, the Company acquired one thousand ( 1,000 ) shares of PCTI, which represents all of the outstanding shares of PCTI, from Chis in exchange for the issuance of 47,500 shares of the Company’s Series C Preferred Stock, 18,667 shares of the Company’s Series D Preferred Stock, and 500 shares of the Company’s Series E Preferred Stock to Chis. On October 29, 2020, the Company formed a new wholly owned subsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation (“Merger Sub”). The Merger Sub was formed under the Nevada Revised Statutes for the sole purpose and effect of changing the Company’s name to “Ozop Energy Solutions, Inc.” That same day the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Merger Sub and filed Articles of Merger (the “Articles of Merger”) with the Nevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020. As permitted by the Section 92.A.180 of the Nevada Revised Statutes, the sole purpose and effect of the filing of Articles of Merger was to change the name of the Company from Ozop Surgical Corp to “Ozop Energy Solutions, Inc.” On December 11, 2020, the Company formed Ozop Energy Systems, Inc. (“OES”), a Nevada corporation and a wholly owned subsidiary of the Company. OES was formed to be a manufacturer and distributor of renewable energy products. On August 19, 2021, the Company formed Ozop Capital Partners, Inc. (“Ozop Capital”), a Delaware corporation and a wholly owned subsidiary of the Company. Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital. On October 29, 2021, EV Insurance Company, Inc. (“EVCO”) was formed as a captive insurance company in the State of Delaware. EVCO is a wholly owned subsidiary of Ozop Capital. On January 7, 2022, EVCO filed with New Castle County, Delaware DBA OZOP Plus. On February 25, 2022, the Company formed Ozop Engineering and Design, Inc. (“OED”) a Nevada corporation, as a wholly owned subsidiary of the Company. OED was formed to become a premier engineering and lighting control design firm. OED offers product and design support for lighting and solar projects with a focus on fast lead times and technical support. OED and our partners are able to offer the resources needed for lighting, solar and electrical design projects. OED will provide customers systems to coordinate the understanding of electrical usage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs. We work with architects, engineers, facility managers, electrical contractors and engineers. On June 11, 2024, the Company formed Automated Room Controls, Inc. (“ARC”) a Nevada corporation, as a wholly owned subsidiary of the Company. ARC was created to address a significant need in the lighting controls industry. ARC’s personnel has extensive experience in lighting controls since 2012, bringing together IT specialists and lighting control experts. We believe that easy deployment and creative applications can transform lighting controls into essential tools for enhancing the utility and ambiance of any space. The Company’s mission is to deliver cutting-edge technology that simplifies complex control needs, ensuring seamless integration and exceptional performance. F- 8 Reverse Stock Split On January 16, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company with the Nevada Secretary of State to effect a reverse stock split at a 1-for-5,000 ratio. On January 21, 2026 (the “Effective Time”), every 5,000 shares of issued and outstanding Common Stock automatically combined into one issued share of common stock, with no change in par value. No fractional shares were issued as a result of the Reverse Stock Split. Instead of issuing fractional shares, the Company rounded shares up or down to the nearest whole number as determined by DTC at the participant level. The Reverse Stock Split did not modify any voting rights or other terms of the Common Stock. The Company’s Common Stock began trading on a reverse stock split-adjusted basis at the open of the markets on February 21, 2026. As a result, the number of shares of Common Stock outstanding was reduced from 13,327,772,635 shares to 2,665,555 shares, exclusive of 58,309 whole shares issued for rounding up fractional shares (which were issued in January 2026), and the number of authorized shares of Common Stock remains 25,990,000,000 shares. Unless otherwise indicated, all issued and outstanding stock and per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect the 1-for-5,000 Reverse Stock Split for all prior periods presented. Proportionate adjustments were made to the exercise prices and the number of shares underlying outstanding warrants and any convertible instruments, as applicable. The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance, less the number of rounded whole shares issued for fractional shares. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding. The following table illustrates changes in equity, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: SCHEDULE OF CHANGES OF EQUITY TO THE IMPACT OF REVERSE STOCK SPLIT As Previously Reported Impact of Reverse Stock Split As Revised December 31, 2024 As Previously Reported Impact of Reverse Stock Split As Revised Common stock - shares 7,086,021,742 ( 7,084,604,538 ) 1,417,204 Common stock - amount $ 7,086,021 $ ( 7,084,604 ) $ 1,417 Common stock to be issued - shares 637,755 ( 637,627 ) 128 Common stock to be issued - amount $ 638 $ ( 638 ) $ - Additional paid-in capital $ 198,312,711 $ 7,085,242 $ 205,397,953 As Previously Reported Impact of Reverse Stock Split As Revised December 31, 2023 As Previously Reported Impact of Reverse Stock Split As Revised Common stock - shares 5,481,513,400 ( 5,480,417,097 ) 1,096,303 Common stock - amount $ 5,481,513 $ ( 5,480,417 ) $ 1,096 Common stock to be issued - shares 637,755 ( 637,627 ) 128 Common stock to be issued - amount $ 638 $ ( 638 ) $ - Additional paid-in capital $ 198,704,849 $ 5,481,055 $ 204,185,904 F- 9 The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for periods presented: SCHEDULE OF CHANGE IN LOSS PER SHARE AND WEIGHTED AVERAGE SHARES As Previously Reported Impact of Reverse Stock Split As Revised Year ended December 31, 2024 As Previously Reported Impact of Reverse Stock Split As Revised Loss attributable to common shareholders $ ( 6,198,161 ) $ — $ ( 6,198,161 ) Weighted average shares used to compute basic and diluted EPS 6,345,758,683 ( 6,344,489,531 ) 1,269,152 Loss from continuing operations per share - basic and diluted $ ( 0.00 ) $ ( 4.89 ) $ ( 4.89 ) Income from discontinued operations per share - basic and diluted $ 0.00 $ - $ 0.00 Loss per share - basic and diluted $ ( 0.00 ) $ ( 4.88 ) $ ( 4.88 ) The following shares of common stock exercisable or issuable from outstanding stock warrants and convertible instruments were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: SCHEDULE OF COMMON STOCK EXERCISABLE OR ISSUABLE FROM OUTSTANDING STOCK WARRANTS As Previously Reported Impact of Reverse Stock Split As Revised December 31, 2024 As Previously Reported Impact of Reverse Stock Split As Revised Unexercised common stock purchase warrants 732,024,518 ( 731,878,113 ) 146,405 Convertible preferred stock 10,629,032,613 ( 10,626,906,806 ) 2,125,807 Convertible notes payable 128,575,444 ( 128,549,729 ) 25,715 Promissory notes payable 1,225,410,959 ( 1,225,165,877 ) 245,082 NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2025, the Company had an accumulated deficit of $ 233,581,184 and a working capital deficit of $ 39,740,819 . As of December 31, 2025, the Company was in default of $ 18,714,423 plus accrued interest on debt instruments due to non-payment upon maturity dates or failure to comply with the loan’s contractual payment terms. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for one year from the date of the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Management’s Plans As 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. market. Subsequent to December 31, 2025, the Company has received $ 290,000 in new promissory notes, and 215,000 in new convertible notes (See subsequent event footnote). F- 10 On 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. The 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 equaling more than 4.99% of the Company’s outstanding common stock. The 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 to GHS. No put will be made in an amount equaling 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, 2024, the Company sold to GHS 29,304 post reverse split ( 146,517,693 prior to the reverse split) shares of common stock for proceeds of $ 172,117 net of offering costs. On January 26, 2024, the Company receive a Notice of Effectiveness for the sale of up to 200,000 post reverse split ( 1,000,000,000 prior to the reverse split) shares of the Company’s common stock to GHS, pursuant to the May 2, 2023, Financing Agreement and Registration Rights Agreement. The terms and conditions are similar to the terms and conditions of the July 19, 2023, registration statement. During the year ended December 31, 2024, the Company sold to GHS 200,000 post reverse split ( 1,000,000,000 prior to the reverse split) shares of common stock and received $ 760,160 , net of offering costs. On July 30, 2024, the Company receive a Notice of Effectiveness for the sale of up to 400,000 post reverse split ( 2,000,000,000 prior to the reverse split) shares of the Company’s common stock to GHS, pursuant to the May 2, 2023, Financing Agreement and Registration Rights Agreement. The terms and conditions are similar to the terms and conditions of the July 19, 2023, registration statement. During the year ended December 31, 2024, the Company sold to GHS 91,598 post reverse split ( 457,990,649 prior to the reverse split) shares of common stock and received $ 280,094 , net of offering costs. During the year ended December 31, 2025, the Company sold to GHS 272,919 post reverse split ( 1,364,594,180 prior to the reverse split) shares of common stock respectively for proceeds of $ 295,965 , net of offering costs. On April 11, 2025, the Company entered into an Equity Financing Agreement (the “2025 Financing Agreement”) and Registration Rights Agreement (the “2025 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 (the “Commitment Amount”) of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement 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. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed three hundred percent (300%) 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 2025 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 equaling more than 4.99% of the Company’s outstanding common stock. The 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 iso GHS. No put will be made in an amount equaling less than $10,000 or greater than $1,000,000. Puts may be delivered by the Company to GHS until the earlier of thirty-six (36) 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. The Company also agreed to issue to the investor as an equity incentive shares (the “Commitment Shares”) equal to one quarter of one percent (0.25%) of the Commitment Amount, priced at a fixed price equaling ninety-five (95%) of the VWAP for the trading day preceding the execution of Agreements. This equates to $25,000, and as of the filing date of this quarterly report the shares have not been issued. On May 7, 2025, the Company receive a Notice of Effectiveness for the sale of up to 800,000 post reverse split ( 4,000,000,000 prior to the reverse split) shares of the Company’s common stock to GHS, pursuant to the April 11, 2025, Financing Agreement and Registration Rights Agreement. For the year ended December 31, 2025, the Company sold GHS 223,244 post reverse split ( 1,116,220,813 prior to the reverse split) shares of common stock for proceeds of $ 96,203 , net of offering costs. Subsequent to December 31, 2025, the Company sold GHS 439,796 post reverse split shares of common stock for proceeds of $ 47,068 net of offering costs and $ 5,000 of note payables paid. OES 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. F- 11 Equipment Distributor: In April 2021, the Company signed a 5 five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for office and warehouse space to support the sales and distribution of our west coast operations. 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. Modular Energy Distribution System: The NeoVolt ™ System comprises 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. Our NeoVolt TM System offers (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. The Company has developed a business plan for NeoVolt™, a scalable battery storage solution that aims to relieve the stress on existing grid infrastructure by providing distributed energy storage. With the first stage of engineered technical drawings completed, we are advancing to stage two and preparing to construct the initial prototype or proof of concept (PoC). NeoVolt™ is designed with advanced features, including automatic adoption of connected devices and dynamic load balancing through a master-slave configuration. These capabilities enable NeoVolt™ to seamlessly integrate with and manage energy flows across multiple devices. Furthermore, the PoC is contingent upon recent advancements in EV charging and discharging standardizations, including on-board inverters and bi-directional capabilities, to ensure compatibility and efficiency in both residential and commercial applications. OED specializes in lighting commissioning services. On September 27, 2024, OED signed an agreement with Leviton Manufacturing Co, Inc., to serve as a field service technician for their advanced lighting control systems. Ozop Plus markets vehicle service contracts (“VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners’ concerns are the EV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear on additional components that EV vehicles experience. Management believes that the Ozop Plus marketed VSC’s will give “peace of mind” to the EV buyer. On October 23, 2024, Ozop Capital Partners, Inc. entered into an agreement with Empire Auto Protect (“Empire”). Under the agreement, Empire will white label Royal Administration’s Fully Charged VSC, to be marketed as Empire Plus. OZOP Plus will be ceded the battery premium portion of all of the Empire Plus VSC’s contracted. ARC has developed products to be 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, 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. NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“US GAAP”). The consolidated financial statements include the accounts of the Company and the Company’s wholly owned subsidiaries Ozop Energy Systems, Inc. (“OES”), Ozop Capital Partners, Inc. (“Ozop Capital”), Ozop Engineering and Design, Inc. (“OED), Automated Room Controls, Inc. (“ARC”), Power Conversion Technologies, Inc. (“PCTI”), Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation. F- 12 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash is maintained at a major financial institution. Accounts held at U.S. financial institutions are insured by the FDIC up to $ 250,000 . The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. Cash and cash equivalent balances may, at certain times, exceed federally insured limits. The Company has no cash equivalents at December 31, 2025, and 2024. The amount in excess of the FDIC insurance as of December 31, 2025, and 2024, was approximately $- 0 -, and $ 223,000 , respectively. The Company has not experienced any losses on these accounts and management believes, based upon the quality of this major financial institution, that the credit risk with regard to these deposits is not significant. Sales Concentration and credit risk Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the years ended December 31, 2025, and 2024, and their accounts receivable balance as of December 31, 2025: SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR Sales % Year Ended December 31, 2025 Sales % Year Ended December 31, 2024 Accounts receivable balance December 31, 2025 Customer A 59 % - % $ 14,338 Customer B 11 % - % $ - Customer C - % 64 % $ - Customer D - % 18 % $ - Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. As of December 31, 2025, two customers represented 66 %, and 28 %, respectively of our outstanding accounts receivable. As of December 31, 2024, two customers represented approximately 60 % and 22 %, respectively of our outstanding accounts receivable. Inventory Inventories 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. Based on market conditions during the year ended December 31, 2024, 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 $ 134,025 to the historical cost of inventory purchases for the year ended December 31, 2024. F- 13 There is no inventory markdown for the year ended December 31, 2025. Finished goods inventories as of December 31, 2025, and 2024 were $ 117,680 and $ 10,673 , respectively. Purchase concentration ARC began purchasing inventory during the year ended December 31, 2025, and purchased $ 204,451 of product, which accounts for all the inventory purchases for the year ended December 31, 2025. For the year ended December 31, 2025, two vendors represented 76 %, and 17 %, respectively. OES purchases finished renewable energy products from its’ suppliers. For the years ended December 31, 2025, and 2024, the Company made no purchases. Property, plant, and equipment Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows: SCHEDULES OF ESTIMATED LIVES OF PROPERTY AND EQUIPMENT Building 10 - 25 years Office furniture and equipment 3 - 5 years Warehouse equipment 7 years Revenue Recognition The Company recognizes revenue in accordance with ASC 606, from the commercial sales of products or providing services by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. The Company has no outstanding contracts with any of its’ customers. The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on the applicable shipping terms for product sales or upon delivery of service to the customer for installation services. Any advance payments are recorded as current liability until revenue is recognized. For product sales contracts with customers, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the product by the customer and without significant judgments. For the periods covered herein, we did not have post shipment obligations such as training or installation, customer acceptance provisions, credits and discounts, rebates and price protection, or other similar privileges. For installation services contracts with customers, the Company invoices the customer upon completion of the job and recognizes revenue based on the invoiced amount. The following table disaggregates our revenue by major source for the years ended December 31, 2025, and 2024: SCHEDULE OF DISAGGREGATION OF REVENUE 2025 2024 Years ended December 31, 2025 2024 Sourced and distributed products $ 105,709 $ 1,042,022 OED Installations 201,712 300,631 Total $ 307,421 $ 1,342,653 F- 14 Advertising and Marketing Expenses The Company expenses advertising and marketing costs as incurred. For the years ended December 31, 2025, and 2024, the Company recorded advertising and marketing expenses of $ 68,194 and $ 106,705 , respectively. The Company includes trade show expenses in advertising and marketing. Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the years ended December 31, 2025, and 2024, the Company recorded $ 46,832 and $ 183,897 of research and development expenses, respectively. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized using the effective interest method. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the conversion method with immediate expense of unamortized discount. Upon conversion, the remaining unamortized discount on the debt host (the conversion portion) is immediately recognized in earnings, and the carrying amounts of the debt host and the bifurcated conversion option liability (measured at fair value on the conversion date) is derecognized, and equity is recognized for the same amount, with no additional gain or loss recognized in earnings upon conversion. Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations , a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meet the criteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations. On 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 net income (loss) from discontinued operations in the accompanying consolidated financial statements for the years ended December 31, 2025, and 2024. For additional information, see Note 13- Discontinued Operations. F- 15 Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity , to classify certain redeemable and/or convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares. Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Our CEO and Chairman holds sufficient shares of the Company’s voting preferred stock that give sufficient voting rights under the articles of incorporation and bylaws of the Company such that the CEO and Chairman can at any time unilaterally vote to increase the number of authorized shares of common stock of the Company, without the need to call a general meeting of common shareholders of the Company. Initial Measurement The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement – Financial Instruments Classified as Liabilities The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in the fair value of its financial instruments classified as liabilities are recorded as other income (expenses). Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. From time to time, certain of the Company’s embedded conversion features on debt and outstanding warrants have been treated as derivative liabilities for accounting purposes under ASC 815 due to insufficient authorized shares to fully settle conversion features of the instruments if exercised. In this case, the Company utilized the latest inception date sequencing method to reclassify outstanding instruments as derivative instruments. These contracts were recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled. F- 16 The 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. The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of December 31, 2025, and 2024, for each fair value hierarchy level: SCHEDULE OF DERIVATIVE INSTRUMENTS December 31, 2025 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 4,193,434 $ 4,193,434 December 31, 2024 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 210,493 $ 210,493 Leases The Company accounts for leases under ASU 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company used an incremental borrowing rate of 7.5 %, for the existing lease, based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized pursuant to on a straight-line basis over the lease term and is included in rent in the consolidated statements of operations. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. F- 17 Segment Policy The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”), who is our chief executive officer, for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operating results solely by monthly revenue and operating results of the Company and, as such, the Company has determined that the Company has one operating segment (renewable energy) as defined by ASC Topic 280 “Segment Reporting”. Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of December 31, 2025, and 2024, the Company’s dilutive securities are convertible into approximately 905,099,490 post reverse split ( 4,525,497,450,722 prior to the reverse split) and 2,543,009 post reverse split ( 12,715,043,534 prior to the reverse split) shares of common stock, respectively. The following table represents the classes of dilutive securities as of December 31, 2025, and 2024: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2025 December 31, 2024 Convertible preferred stock (1) 3,998,332 2,125,807 Unexercised common stock purchase warrants (1) 1,271,405 146,405 Convertible notes payable (1) 740,050,588 25,715 Promissory notes payable (1) 159,779,165 245,082 Total 905,099,490 2,543,009 (1) The 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. Recent Accounting Pronouncements From time-to-time new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that may have an impact on the Company’s accounting and reporting. Unless otherwise discussed, the Company believes that other recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented. Recently adopted accounting pronouncements Income Taxes In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others. ASU 2023-09 was effective for annual reporting periods beginning after December 15, 2024. We adopted this ASU on a prospective basis effective January 1, 2025. The adoption of ASU 2023-09 did not have a significant impact on the Company’s consolidated financial statements and related disclosures. Refer to Note 14, Income Taxes for the inclusion of new disclosures required. F- 18 Segment Reporting In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the CODM and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this ASU retrospectively on December 31, 2024. The adoption of ASU 2023-07 did not have a significant impact on the Company’s consolidated financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. The prescribed categories include, among other things, purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Additionally, entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within fiscal years beginning after December 15, 2027. The guidance can be applied prospectively with an option for retrospective application. Early adoption is also permitted. We are currently evaluating the provisions of this ASU. Financial Instruments – Measurement of Credit Losses for Accounts Receivable and Contract Assets In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2025-05 will have on the consolidated financial statements. NOTE 4 – PROPERTY AND EQUIPMENT The following table summarizes the Company’s property and equipment: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2025 December 31, 2024 Office equipment $ 239,336 $ 235,846 Building and building improvements - 600,000 Less: Accumulated depreciation ( 228,627 ) ( 274,447 ) Property and Equipment, Net $ 10,709 $ 561,399 During the year ended December 31, 2025, the Company sold its building to an entity controlled by the Company’s CEO. The sale price was $ 600,000 and the Company received $ 100,000 in cash and the buyer forgave $ 500,000 of related party accrued and unpaid management fees owed to the CEO (see Note 8). The Company recorded a gain on the sale of the building to a related party of $ 86,250 , which is included in the Statement of Operations for the year ended December 31, 2025. After the building was sold to the related party, the Company leased back the building from the same related party in September 2025 for a three-year lease with a monthly lease payment of $ 5,000 beginning on September 1, 2026, which was accounted for as a sale and leaseback transaction (see Note 12). Depreciation expense was $ 40,430 and $ 68,613 for the years ended December 31, 2025, and 2024, respectively. F- 19 NOTE 5 - CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES Convertible Promissory Notes are categorized as equity or debt based on the terms of the notes and the guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. Convertible notes that meet the criteria for equity classification (e.g., conversion into a fixed number of shares with no obligation to deliver cash) are recorded in equity at issuance. Instruments classified as equity are not subsequently remeasured, and no interest expense is recognized. Convertible notes that include a contractual obligation to deliver cash or other financial assets, or that do not meet the criteria for equity classification, are recorded as debt. These notes are initially recognized at the proceeds received, net of discounts and issuance costs in accordance with ASC 480-10-55-44 on the consolidated balance sheets, and subsequently measured at amortized cost using the effective interest method. Interest expense is recognized in the statement of operations. If the instrument contains embedded conversion features or other terms that require bifurcation under ASC 815, these features are separated from the host contract and recorded as derivative liabilities at fair value. Derivative liabilities are remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. The Company accounts for derivative financial instruments in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. Under this guidance, the Company evaluates whether an embedded feature within a financial instrument is required to be accounted for separately as a derivative. Embedded derivatives that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that are not eligible for the scope exceptions under ASC 815, are bifurcated from the host instrument and accounted for as separate derivative financial instruments. These derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value, with changes in fair value recognized in the consolidated statements of operations in the period in which they occur. When the Company issues convertible debt instruments that contain embedded conversion features with variable settlement terms or other features that result in a potential issuance of a variable number of shares, the embedded conversion feature is assessed under ASC 815 -15-25 and ASC 815-10-15-83. If the conversion feature requires bifurcation, it is separated from the debt host and accounted for as a derivative liability. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 15 % convertible note issued by the Company on September 13, 2017. As of December 31, 2025, and 2024, the outstanding principal balance of this note was $ 25,000 . F- 20 On May 28, 2025 (the “Issue Date”), the Company entered into a 12 %, $ 200,000 face value promissory note (the “May 2025 Note”), with a third-party (the “Holder”) due May 28, 2026 (the “Maturity Date”). The Holder shall have the right from time to time, and at any time following, convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”) shall equal the Market Price (as defined in the Note), subject to adjustment as provided in this Note. “Market Price” shall mean 70% of the lowest Trading Price (as defined below) for the Common Stock during the five (5) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the volume weighted average price on the Principal Market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Quotestream or Bloomberg). The Company received proceeds of $ 191,000 on June 3, 2025, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 9,000 . Pursuant to ASC 815, the Company determined that the conversion feature is embedded in the debt host and accounted for the conversion feature as a derivative liability with an initial fair value of $ 179,173 by the Monte Carlo simulation valuation method (with assumptions of volatility of 236.61 % and risk free rate of 4.16 %). In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 200,000 post reverse split ( 1,000,000,000 prior to the reverse split) shares of common stock at an exercise price of $ 1.00 post reverse split ($ 0.0002 prior to the reverse split) per share, subject to adjustments and expires on the five-year anniversary of the Issue Date. At issuance, the Company had insufficient authorized shares available to settle these outstanding warrants, these warrants are classified and recorded as a derivative liability. The warrants were valued at $ 969,039 at issuance, by the Monte Carlo simulation valuation method (with assumptions of volatility of 187.76 % and risk free rate of 4.05 %). The derivative liabilities from the embedded conversion feature and liability-classified warrants resulted in a debt discount of $ 191,000 , and a derivative expense of $ 957,212 at issuance. For the year ended December 31, 2025, amortization of the debt discount (including debt issuance costs) of $ 32,526 based on the effective interest method was charged to interest expense. As of December 31, 2025, the outstanding principal balance of the convertible note was $ 200,000 , with a carrying value of $ 32,526 , net of unamortized discounts of $ 167,474 as of December 31, 2025. The derivative liability will be remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. As of November 28, 2025, the Company was in default of this note due to violation of the “Amortization Payments” term as specified in the note agreement, which requires the Company to make monthly repayment instalment of $ 37,300 over a six-month period starting from November 28, 2025 , and repay all remaining outstanding amounts under this note on May 28, 2026 , the Maturity Date. On July 15, 2025 (the “Issue Date”), the Company entered into a 12 %, $ 200,000 face value promissory note (the “July 2025 Note”) with a third-party (the “Holder”) due July 14, 2026 (the “Maturity Date”). The July 2025 Note is with the same lender and the same terms as the May 2025 Note. The Company received proceeds of $ 191,000 on July 15, 2025, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 9,000 . Pursuant to ASC 815, the Company determined that the conversion feature is embedded in the debt host and accounted for the conversion feature as a derivative liability with an initial fair value of $ 187,309 by the Monte Carlo simulation valuation method (with assumptions of volatility of 257.88 % and risk free rate of 4.11 %). In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 200,000 post reverse split ( 1,000,000,000 prior to the reverse split) shares of common stock at an exercise price of $ 1.00 post reverse split ($ 0.0002 prior to the reverse split) per share, subject to adjustments and expires on the five-year anniversary of the Issue Date. At issuance, the Company had insufficient authorized shares available to settle these outstanding warrants, these warrants are classified and recorded as a derivative liability. The warrants were valued at $ 836,069 at issuance, by the Monte Carlo simulation valuation method (with assumptions of volatility of 185.97 % and risk free rate of 4.05 %). The derivative liabilities from the embedded conversion feature and liability-classified warrants resulted in a debt discount of $ 191,000 , and a derivative expense of $ 832,378 at issuance. For the year ended December 31, 2025, amortization of the debt discount (including debt issuance costs) of $ 35,814 based on the effective interest method was charged to interest expense. As of December 31, 2025, the outstanding principal balance of the convertible note was $ 200,000 , with a carrying value of $ 35,814 , net of unamortized discounts of $ 164,186 as of December 31, 2025. The derivative liability will be remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. As of November 28, 2025, the Company was in default of this note due to the cross default provisions in this note in connection with the default of the May 28, 2025 note. On September 24, 2025 (the “Issue Date”), the Company entered into a 12 %, $ 200,000 face value promissory note (the “September 2025 Note”) with a third-party (the “Holder”) due September 23, 2026 (the “Maturity Date”). The September 2025 Note is with the same lender and the same terms as the May 2025 Note. The Company received proceeds of $ 191,000 on September 24, 2025, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 9,000 . Pursuant to ASC 815, the Company determined that the conversion feature is embedded in the debt host and accounted for the conversion feature as a derivative liability with an initial fair value of $ 176,598 by the Monte Carlo simulation valuation method (with assumptions of volatility of 212.92 % and risk free rate of 3.63 %). In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 200,000 post reverse split ( 1,000,000,000 prior to the reverse split) shares of common stock at an exercise price of $ 1.00 post reverse split ($ 0.0002 prior to the reverse split) per share, subject to adjustments and expires on the five-year anniversary of the Issue Date. At issuance, the Company had insufficient authorized shares available to settle these outstanding warrants, these warrants are classified and recorded as a derivative liability. The warrants were valued at $ 332,395 at issuance, by the Monte Carlo simulation valuation method (with assumptions of volatility of 259.75 % and risk free rate of 3.70 %). The derivative liabilities from the embedded conversion feature and liability-classified warrants resulted in a debt discount of $ 191,000 , and a derivative expense of $ 317,993 at issuance. For the year ended December 31, 2025, amortization of the debt discount (including debt issuance costs) of $ 11,574 based on the effective interest method was charged to interest expense. As of December 31, 2025, the outstanding principal balance of the convertible note was $ 200,000 , with a carrying value of $ 11,574 , net of unamortized discounts of $ 188,426 as of December 31, 2025. The derivative liability will be remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. As of November 28, 2025, the Company was in default of this note due to the cross default provisions in this note in connection with the default of the May 28, 2025 note. F- 21 On July 31, 2025, the Company entered into an Exchange Agreement, whereby, the Company agreed that the holder may exchange any part or all of the outstanding principal and interest (the Exchange Amount) of the promissory note entered into on February 9, 2021 (see Note 7) at any time and from time to time into the number of common shares equal to the Exchange Amount divided by the lowest trading price from the previous ten (10) trading days, and to extend the maturity date of the note to March 31, 2026. The Company determined the Exchange Agreement represented a substantial modification to the existing debt. Accordingly, the Company extinguished the promissory note dated February 9, 2021, as well as the accrued interest as of July 31, 2025, and recorded two convertible notes, one for the principal amount of $ 2,200,000 with an annual interest rate of 15 % and one for the accrued interest of $ 1,358,229 with no additional interest in the future. The embedded conversion features for these convertible notes were accounted for as derivatives, which were valued at an initial amount of $ 1,842,831 on July 31, 2025 by the Monte Carlo simulation valuation method (with assumptions of volatility of 321 % and risk free rate of 4.24 %), and were recorded as debt discount that will be amortized based on the effective interest rate through the new maturity date of the note of March 31, 2026. For the year ended December 31, 2025, amortization of the debt discount of $980,262 based on the effective interest method was charged to interest expense. During the year ended December 31, 2025, the holder converted principal of $ 100,000 of the note into 200,000 post reverse split ( 1,000,000,000 prior to the reverse split) shares of common stock at a conversion price of $ 0.50 post reverse split ($ 0.0001 prior to the reverse split). The Company reduced derivative liabilities by $ 53,919 for the conversions and amortized as interest expense $ 47,932 in reducing the debt discount. As of December 31, 2025, the outstanding principal balance of the two convertible notes was $ 3,458,229 , with a carrying value of $ 2,643,592 , net of unamortized discount of $ 814,637 as of December 31, 2025. The following table summarizes the Company’s convertible notes payable: SCHEDULE OF CONVERTIBLE NOTES PAYABLE Year ended December 31, 2025 Year ended December 31, 2024 Beginning balance $ 25,000 $ 25,000 New convertible note issuances 600,000 - Convertible notes issued in exchange for promissory note and accrued interest as a result of loan modification (see Note 6) 3,558,229 - Less: conversion ( 100,000 ) - Less: unamortized discounts ( 1,334,724 ) - Ending balance, net of discounts $ 2,748,505 $ 25,000 The Company valued the derivative liabilities at December 31, 2025, and 2024, at $ 4,193,434 and $ 210,493 respectively. (1) For the derivative liabilities associated with the embedded conversion feature of convertible notes, the Company used the Monte Carlo simulation valuation method with the following assumptions as of December 31, 2025, and 2024, risk free rate at 3.54 % to 3.67 %, and 4.24 %, respectively, and volatility of 300.23 % to 347 %, and 101 %, respectively. (2) For the derivative liabilities associated with the new warrants issued in 2025 with the convertible notes, the Company used the Monte Carlo simulation valuation method with the following assumptions as of December 31, 2025, risk free rate at 3.68 % to 3.71 %, and volatility of 254.9 % to 262.04 %. (3) For the derivative liabilities associated with the remaining outstanding warrants which were primarily issued in prior years, the following assumptions were utilized in the Black-Scholes valuation method as of December 31, 2025, and 2024, risk free interest rate of 3.54 % to 3.59 % and 4.18 % to 4.25 %, respectively, volatility of 347 %, and 121 % to 146 %, respectively, and exercise prices of $ 9.50 to $ 40.00 post reverse split ($ 0.0019 to $ 0.008 prior to the reverse split) per share for both years. F- 22 A summary of the activity related to derivative liabilities for the years ended December 31, 2025, and 2024, is as follows: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Derivative liabilities associated with warrants Derivative liabilities associated with convertible notes Total derivative liabilities Balance January 1, 2025 $ 176,103 $ 34,390 $ 210,493 Fair value of issuances during the year 2,137,502 2,385,913 4,523,415 * Change in fair value ( 668,867 ) 182,312 ( 486,555 ) Write off for conversions - ( 53,919 ) ( 53,919 ) Balance December 31, 2025 $ 1,644,738 $ 2,548,696 $ 4,193,434 * The amount included $ 2,107,583 that was charged to derivative expense at issuance due to fair value of the derivative instruments exceeding the carrying amount of the debt host. Derivative liabilities associated with warrants Derivative liabilities associated with convertible notes Total derivative liabilities Balance January 1, 2024 $ 1,187,076 $ 29,002 $ 1,216,078 Change in fair value ( 1,010,973 ) 5,388 ( 1,005,585 ) Balance December 31, 2024 $ 176,103 $ 34,390 $ 210,493 NOTE 6 – NOTES PAYABLE The Company has the following notes payable outstanding: SCHEDULE OF NOTES PAYABLE December 31, 2025 December 31, 2024 Note payable, interest at 8 % or 20 % (if default), matured January 5, 2020 , in default $ 45,000 $ 45,000 Other, due on demand, interest at 6 %, currently in default 50,000 50,000 Note payable $ 750,000 face value, interest at 12 % or 24 % (if default), matured August 24, 2021 , in default 375,000 375,000 Note payable $ 389,423 face value, interest at 15 %, matured November 6, 2025 , net of discount of $ 0 (2025) and $ 48,259 (2024) respectively, in default 389,423 341,164 Note payable $ 1,000,000 face value, interest at 12 % or 24 % (if default), matured November 13, 2021 , in default 1,000,000 1,000,000 Note payable $ 2,200,000 face value, interest at 15 %, matures March 31, 2026 , the December 31, 2025 balance of $ 2,100,000 was included and presented under convertible notes payable as a result of loan modification (see Note 5) - 2,200,000 Note payable $ 11,110,000 face value, interest at 15 %, matured October 31, 2024 , in default 11,110,000 11,110,000 Note payable $ 3,300,000 face value, interest at 15 %, matured October 31, 2024 , in default 3,300,000 3,300,000 Note payable $ 3,020,000 face value, matured March 31, 2023 , in default 1,820,000 1,820,000 Note payable $ 165,000 face value, interest at 15 %, matures August 13, 2026 , net of discount of $ 9,375 155,625 - Note payable $ 250,000 face value, interest at 15 %, matures November 21, 2026 , net of discount of $ 46,875 203,125 - Sub-total notes payable, net of discount 18,448,173 20,241,164 Less long-term portion, net of discount - - Current portion of notes payable, net of discount $ 18,448,173 $ 20,241,164 F- 23 On November 21, 2025, the Company entered into a 15 % Secured Promissory Note for $ 250,000 with a third-party lender and a maturity date of November 21, 2026 . The Company received proceeds of $ 200,000 on December 9, 2025, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 50,000 (original issue discount or “OID”). This note shall be senior secured by any and all assets of the Company. For the year ended December 31, 2025, $ 3,125 was charged to interest expense. As of December 31, 2025, the outstanding principal balance of this note was $ 250,000 with a carrying value of $ 203,125 , net of unamortized discounts of $ 46,875 as of December 31, 2025. On August 13, 2025, the Company entered into a 15 % Secured Promissory Note for $ 165,000 with a third-party lender and a maturity date of August 13, 2026 . The Company received proceeds of $ 150,000 on August 14, 2025, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 15,000 (original issue discount or “OID”). This note shall be senior secured by any and all assets of the Company. For the year ended December 31, 2025, $ 5,625 was charged to interest expense. As of December 31, 2025, the outstanding principal balance of this note was $ 165,000 with a carrying value of $ 155,625 , net of unamortized discounts of $ 9,375 as of December 31, 2025. On November 11, 2022, the Company entered into a non-interest bearing, $ 3,020,000 face value promissory note with a third-party lender with scheduled weekly payments and a maturity date of March 31, 2023 . In exchange for the issuance of the $ 3,020,000 note, inclusive of an original issue discount of $ 250,000 , and the reclass of $ 260,000 from accounts payable and accrued expenses the Company received proceeds of $ 2,510,000 on November 11, 2022, from the lender. Through December 31, 2025, the Company has repaid $ 1,200,000 of the principal of the note. As of December 31, 2025, and 2024, the outstanding principal balance of this note was 1,820,000 . The Company is in default on the weekly payments. The Company is currently in discussions with the lender regarding an extension of the maturity date. On December 7, 2021, the Company entered into a 12 %, $ 3,300,000 face value promissory note with a third- party lender with a maturity date of December 7, 2022 . In exchange for the issuance of the $ 3,300,000 note, inclusive of an original issue discount of $ 300,000 , the Company received proceeds of $ 3,000,000 on December 13, 2021, from the lender. In conjunction with the note, the Company issued a warrant to purchase 15,000 post reverse split ( 75,000,000 prior to the reverse split) shares of common stock at $ 195 post reverse split ($ 0.039 prior to the reverse split) per share (subject to adjustments) with an expiry date on the three- year anniversary of the note. 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 warrants to purchase 15,000 post reverse split ( 75,000,000 prior to the reverse split) shares of common stock at an exercise price of $ 33.50 post reverse split ($ 0.0067 prior to the reverse split) per share 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 have been 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, 2025, there was no charge to interest expense, and for the year ended December 31, 2024, $ 212,500 was charged to interest expense. As of December 31, 2025, and 2024, the outstanding principal balance of this note was $ 3,300,000 . The Company is currently in discussions with the lender regarding an extension of the maturity date. F- 24 On March 17, 2021, the Company entered into a 12 %, $ 11,110,000 face value promissory note with a third- party lender with a maturity date of March 17, 2022 . In exchange for the issuance of the $ 11,110,000 note, inclusive of an original issue discount of $ 1,000,000 and lender costs of $ 110,000 , the Company received proceeds of $ 10,000,000 on March 23, 2021, from the lender. In conjunction with the note, the Company issued a warrant to purchase 50,000 post reverse split ( 250,000,000 prior to the reverse split) shares of common stock at $ 650 post reverse split ($ 0.13 prior to the reverse split) per share (subject to adjustments) with an expiry date on the three- year anniversary of the note. 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 warrants to purchase 50,000 post reverse split ( 250,000,000 prior to the reverse split) shares of common stock at an exercise price of $ 33.50 post reverse split ($ 0.0067 prior to the reverse split) per share 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 have been 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, 2025, there was no charge to interest expense, and for the year ended December 31, 2024, $ 708,333 was charged to interest expense. As of December 31, 2025, and 2024, the outstanding principal balance of this note was $ 11,110,000 . The Company is currently in discussions with the lender regarding an extension of the maturity date. On February 9, 2021, the Company entered into a 12 %, $ 2,200,000 face value promissory note with a third- party lender with a maturity date of February 9, 2022 . In exchange for the issuance of the $ 2,200,000 note, inclusive of an original issue discount of $ 200,000 , the Company received proceeds of $ 2,000,000 on February 16, 2021, from the lender. In conjunction with the note, the Company issued a warrant to purchase 10,000 post reverse split ( 50,000,000 prior to the reverse split) shares of common stock at $ 750 post reverse split ($ 0.15 prior to the reverse split) per share (subject to adjustments) with an expiry date on the three- year anniversary of the note. 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 warrants to purchase 10,000 post reverse split ( 50,000,000 prior to the reverse split) shares of common stock at an exercise price of $ 33.50 post reverse split ($ 0.0067 prior to the reverse split) per share 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 have been amortized through the new maturity date of the note. The Company determined that this transaction was a modification of the existing note. On July 31, 2025, the Company entered into an Exchange Agreement (see Note 5), whereby, the Company agreed that the holder may exchange any part or all of the outstanding principal and interest (the Exchange Amount) at any time and from time to time into the number of common shares equal to the Exchange Amount divided by the lowest trading price from the previous ten (10) trading days, and to extend the maturity date of the note to March 31, 2026. As a result, this note (with all of its outstanding principal and accrued interest as of July 31, 2025) was exchanged into a convertible note. The Company determined the Exchange Agreement represented a substantial modification to the existing debt. Accordingly, the Company extinguished the promissory note dated February 9, 2021, as well as the accrued interest as of July 31, 2025, and recorded two convertible notes, one for the principal amount of $ 2,200,000 (at an annual interest rate of 15 %) and one for the accrued interest of $ 1,358,229 (with no additional interest in the future). For the year ended December 31, 2024, $ 141,667 was charged to interest expense. As of December 31, 2025, the outstanding principal balance of this note of $ 2,100,000 was included and presented under convertible notes payable. As of December 31, 2024, the outstanding principal balance of this note was $ 2,200,000 . On November 13, 2020, the Company entered into a 12 %, $ 1,000,000 face value promissory note with a third-party due November 13, 2021 . Principal payments shall be made in six instalments of $166,667 commencing 180 days from the issue date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the maturity date. The Company received proceeds of $ 890,000 on November 20, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 110,000 . In conjunction with this note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 25,000 post reverse split ( 125,000,000 prior to the reverse split) shares of common stock at an exercise price of $ 40 post reverse split ($ 0.008 prior to the reverse split) per share, subject to adjustments and expires on the five-year anniversary of the issue date. 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, 2025, and 2024, the outstanding principal balance of this note was $ 1,000,000 . As of December 31, 2025, and 2024, the accrued interest is $ 1,095,452 and $ 855,452 , respectively. The Company is in discussions with the lender regarding the extension of the maturity date of this note. F- 25 On November 6, 2020, the Company entered into a Settlement Agreement with the holder of $ 120,000 of convertible notes with accrued and unpaid interest of $ 8,716 and a $ 210,000 Promissory Noted dated June 23, 2020, with accrued and unpaid interest of $ 15,707 . The Company issued a new 12 % Promissory Note with a face value of $ 389,423 and a maturity date of November 6, 2023 , and was in default. In conjunction with this settlement, the Company issued a warrant to purchase 12,000 post reverse split ( 60,000,000 prior to the reverse split) shares of common stock at an exercise price of $ 37.50 post reverse split ($ 0.0075 prior to the reverse split) per share, 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 warrants to purchase 12,000 post reverse split ( 60,000,000 prior to the reverse split) shares of common stock at an exercise price of $ 9.50 post reverse split ($ 0.0019 prior to the reverse split) per share, 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 have been 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, 2025, and 2024, $ 48,259 and $ 56,961 , respectively, were charged to interest expense. As of December 31, 2025, and 2024, the outstanding principal balance of this note was $ 389,423 with a carrying value of $ 389,423 and $ 341,164 , respectively, net of unamortized discounts of $- 0 - and $ 48,259 , respectively, as of December 31, 2025, and 2024. On August 24, 2020 (the “Issue Date”), the Company entered into a 12 %, $ 750,000 face value promissory note with a third-party (the “Holder”) due August 24, 2021 (the “Maturity Date”). Principal payments shall be made in six instalments of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. The Company received proceeds of $ 663,000 on August 25, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 87,000 . In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 24,590 post reverse split ( 122,950,819 prior to the reverse split) shares of common stock at an exercise price of $ 30.50 post reverse split ($ 0.0061 prior to the reverse split) per share, subject to adjustments and expires on the five-year anniversary of the Issue Date. On July 15, 2025, the warrants were extended to have a maturity date of the eighth-year anniversary of the Issue Date. As of December 31, 2025, and 2024, 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. During the year ended December 31, 2025, the Holder converted $ 131,681 of accrued interest (plus conversion fees) into 512,188 post reverse split ( 2,560,935,900 prior to the reverse split) shares of common stock at a conversion price of $ 0.20 to $ 0.40 post reverse split ($ 0.00004 to $ 0.00008 prior to the reverse split). As of December 31, 2025, and 2024, the accrued interest is $ 423,896 and $ 360,247 , respectively. The Company is in discussions with the lender regarding the extension of the maturity date of this note. NOTE 7 – DEFERRED LIABILITY On September 2, 2020, PCTI entered into an agreement with a third- party. Pursuant to the terms of the agreement, in exchange for $ 750,000 , PCTI agreed to pay the third-party a perpetual three percent ( 3 % ) payment of revenues, as defined in the agreement. Payments are due ninety (90) days after each calendar quarter, with the first payment due on or before March 31, 2021, for revenues for the quarter ending December 31, 2020. On February 26, 2021, the agreement was assigned to Ozop and on March 4, 2021, the note was amended, whereby in exchange for 35,000 post reverse split ( 175,000,000 prior to the reverse split) shares of common stock, the royalty percentage was amended to 1.8 % . No 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. EV Insurance Company records premiums received from the issuance of Vehicle Service Contracts (“VSC’s”) as a deferred liability. The Company will analyze the deferred liability to determine if any amounts can be recorded as income with the balance remaining in deferred liabilities for potential future claims. As of December 31, 2025, and 2024, the Company has recorded $ 42,425 and $ 12,610 as deferred liabilities related to VSC’s. The deferred liability as of December 31, 2025, and 2024, on the consolidated balance sheets is $ 532,425 and $ 502,610 , respectively. F- 26 NOTE 8 – RELATED PARTY TRANSACTIONS AND BALANCES Employment Agreement On July 10, 2020, pursuant to the PCTI transaction, the Company assumed an employment contract entered into on February 28, 2020, between the Company and Mr. Conway (the “Employment Agreement”). Mr. Conway’s compensation as adjusted was $ 20,000 per month. Effective January 1, 2022, the Company entered into a new employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway 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. Currently, the subsidiaries of Ozop Capital, OES and OED, each compensates Mr. Conway $ 20,000 per month. Management Fees, Sale of Building and Related Party Payables For the years ended December 31, 2025, and 2024, the Company recorded expenses to Mr. Conway of $ 960,000 , respectively. During the year ended December 31, 2025, the Company sold its building to an entity controlled by Mr. Conway. The sale price was $ 600,000 and the Company received $ 100,000 in cash and Mr. Conway forgave $ 500,000 of related party accrued and unpaid management fees owed. The Company recorded a gain on the sale of the building to a related party of $ 86,250 , which is included in the Statement of Operations for the year ended December 31, 2025 (see Note 4). After the building was sold to the related party, the Company leased back the building from the same related party in September 2025 for a three-year lease with a monthly lease payment of $ 5,000 beginning on September 1, 2026, which was accounted for as a sale and leaseback transaction (see Note 12). As of December 31, 2025, and 2024, the Company owes Mr. Conway $ 281,600 and $ 60,000 for unpaid management fees, which is included in related party liabilities on the consolidated balance sheets presented herein. Note receivable, related party During the year ended December 31, 2025, the Company loaned 14464664 Canada Inc. (“Bluezone Beverages”) $ 150,000 in exchange for a promissory note issued on December 9, 2025, that bears interest at 5% and has a maturity date of December 8, 2027. The Company had a binding letter of intent with Bluezone Beverages (see Note 15 - subsequent events). NOTE 9 – COMMITMENTS AND CONTINGENCIES Agreements On September 1, 2021, Ozop Capital entered into an advisory agreement (the “RMA Agreement”) with Risk Management Advisors, Inc. (“RMA”). Pursuant to the terms of the RMA Agreement, RMA will assist Ozop Capital in analyzing, structuring, and coordinating Ozop Capital’s participation in a captive insurance company. RMA will coordinate legal, accounting, tax, actuarial and other services necessary to implement the Company’s participation in a captive insurance company, including, but not limited to, the preparation of an actuarial feasibility study, filing of all required regulatory applications, domicile selection, structural selection, and coordination of the preparation of legal documentation. The fee for these services was $ 100,000 . Ozop Capital agreed to pay $ 50,000 and to issue $ 50,000 of shares of restricted common stock. The parties agreed to a reduced fee of $ 48,000 for the years ended December 31, 2025, and 2024, which has been accrued as of December 31, 2025 ($ 144,000 ), and December 31, 2024 ($ 96,000 ), and is included in accounts payable and accrued expenses on the consolidated balance sheets presented herein. As of December 31, 2025, and 2024, the Company has recorded 128 post reverse split ( 637,755 prior to the reverse split) shares of common stock to be issued for the balance owed, in addition to the $ 48,000 . On March 4, 2019, the Company entered into a Separation Agreement (the “Separation Agreement”) with Salman J. Chaudhry, pursuant to which the Company agreed to pay Mr. Chaudry $ 227,200 (the “Outstanding Fees”) in certain increments as set forth in the Separation Agreement. As of December 31, 2025, and 2024, the balance owed Mr. Chaudhry is $ 162,085 . F- 27 On September 2, 2020, PCTI entered into an Agreement with a third-party. Pursuant to the terms of the agreement, in exchange for $ 750,000 , PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement . On February 26, 2021, the agreement was assigned to Ozop and on March 4, 2021, the agreement was amended, whereby in exchange for 35,000 post reverse split ( 175,000,000 prior to the reverse split) shares of common stock, the royalty percentage was amended to 1.8 % (see Note 7). As of December 31, 2025, and 2024, the Company has recorded $ 243,272 , respectively, and is included in accounts payable and accrued expenses on the consolidated balance sheets presented herein. Legal matters We know of no material, existing or pending legal proceedings against our Company. We were involved as a plaintiff in a Complaint filed in the SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN DIEGO NORTH COUNTY (the “Complaint”) on November 14, 2022 . The Complaint alleges that former employees would place an order from a customer for purchase of product from OZOP with funds the exact source of which is presently unknown. OZOP alleges that next, the customer would sell that product to OZOP’s customers at a price marked up from the price for which the customer purchased from OZOP – to the benefit of Defendants and to the detriment of OZOP, their employer at the time. The Complaint further alleges that the former employees falsely represented that the price the customer was obtaining from other suppliers and therefore was willing to pay for OZOP product decreased, which allowed them to use the customer to then sell additional product to OZOP’s customers at increasingly larger margins, thus further wrongfully enriching themselves to the detriment of their employer, OZOP. The lawsuit also alleges that the employees were also making false statements to Ozop’s customers regarding the financial condition of Ozop and the lack of module inventory. On 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. Pursuant to the terms of the Settlement, the Defendants paid the Company $ 1,125,000 during the year ended December 31, 2024. In exchange, the Company agreed to release all Defendants from the lawsuit and to deliver 11 containers of solar panels. Upon the receipt of the $ 1,125,000 and the delivery of the 11 containers, and pursuant to the Settlement, the Company recorded sales of $ 728,640 , a credit of $ 125,000 to legal expense and for the year ended December 31, 2024, recorded a gain on litigation settlement of $ 271,360 . There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. NOTE 10– STOCKHOLDERS’ EQUITY Common stock During the year ended December 31, 2025, the Company issued an aggregate of 496,163 post reverse split ( 2,480,814,993 prior to the reverse split) shares of common stock respectively and received net proceeds of $ 392,168 after issuance costs of $ 27,005 . During the year ended December 31, 2025, the Company issued an aggregate of 40,000 post reverse split ( 200,000,000 prior to the reverse split) shares of common stock pursuant to a Service Agreement (including amendments) with a third party and recorded a stock based compensation of $ 40,000 . During the year ended December 31, 2025, the Company issued 512,188 post reverse split ( 2,560,935,900 prior to the reverse split) shares of common stock in payment of accrued interest of $ 130,181 and fees of $ 1,500 . During the year ended December 31, 2025, a convertible note holder converted principal of $ 100,000 into 200,000 post reverse split ( 1,000,000,000 prior to the reverse split) shares of common stock at a conversion price of $ 0.50 post reverse split ($ 0.0001 prior to the reverse split). The equity recorded is the sum of the carrying amounts of the debt host and the bifurcated conversion option liability, which is valued at $ 153,919 . F- 28 During the year ended December 31, 2024, the Company issued an aggregate of 320,901 post reverse split ( 1,604,508,342 prior to the reverse split) shares of common stock and received net proceeds of $ 1,212,370 after issuance costs of $ 43,569 . Increase in Authorized Shares On June 4, 2024, the Board of Directors (the “BOD’’) of the Company approved to amend the Company’s Articles of Incorporation (the “2024 Amendment”) to increase the authorized capital stock of the Company to 9,000,000,000 shares, of which 8,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the 2024 Amendment with the State of Nevada on July 22, 2024. On March 4, 2025, the BOD of the Company approved to amend the Company’s Articles of Incorporation (the “March 2025 Amendment”) to increase the authorized capital stock of the Company to 16,000,000,000 shares, of which 15,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the March 2025 Amendment with the State of Nevada on April 10, 2025. On May 21, 2025, the BOD of the Company approved to amend the Company’s Articles of Incorporation (the “May 2025 Amendment”) to increase the authorized capital stock of the Company to 26,000,000,000 shares, of which 25,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the May 2025 Amendment with the State of Nevada on July 1, 2025. Preferred stock As of December 31, 2025, and 2024, 10,000,000 shares have been authorized as preferred stock, par value $ 0.001 (the “Preferred Stock”), which such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors may determine from time to time. Series C Preferred Stock On July 7, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series C Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company’s preferred remain designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no conversion rights and no dividend rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote . As of December 31, 2025, and 2024, there were 2,500 shares of Series C Preferred Stock issued and outstanding and the shares are held by Mr. Conway. Series D Preferred Stock On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock. On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 18,667 shares of Series D preferred Stock to Chis, and on August 28, 2020, pursuant to Mr. Conway’s employment agreement, the Company issued 1,333 shares of Series D Preferred Stock to Mr. Conway. On July 13, 2021, the Company purchased 18,667 shares of the Company’s Series D Preferred Stock held by Chis. On July 27, 2021, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation of Series D Preferred Stock (the “Series D Amendment”). Under the terms of the Series D Amendment, 4,570 shares of the Company’s preferred stock will be designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled to receive dividends. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock and multiply that result by the number of shares of Series D Convertible Preferred Stock being converted. Except as provided in the Series D Amendment or as otherwise required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights. On July 28, 2021, the Company closed on a Stock and Warrant Purchase Agreement (the “Series D SPA”). Pursuant to the terms of Series D SPA, an investor in exchange for $ 13,200,000 purchased one share of Series D Preferred Stock, and a warrant to acquire 3,236 shares of Series D Preferred Stock. As of December 31, 2025, and 2024, there were 1,334 shares, respectively, of Series D Preferred Stock issued and outstanding and a warrant to purchase 3,236 shares of Series D Preferred Stock are outstanding as of December 31, 2025, and 2024. F- 29 The warrant has a 15 - year term and Partial Warrant Lock Up and Leak-Out Period. The Holder may only exercise the Warrant and purchase Warrant Shares as follows: i. Up to 162 (one hundred and sixty-two) Warrant Shares, at any time or times on or after five (5) business days from the closing of the Series D SPA (“the Initial Exercise Date”) subject to up to a maximum number of Warrant Shares that, if converted, would be equal to no more than a maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company and no later than on or before the 15 th year anniversary of the Initial Exercise Date (“the Termination Date”); and ii. The Remainder of the Warrant representing up to 3,074 (three thousand and seventy-four) Warrant Shares (“Remaining Warrant Shares”) shall be locked up for a period of 36 (thirty-six) months from the Initial Exercise Date (“Lock Up Period”) and shall become exercisable at any time or times from the date that is the 36 (thirty-six) month anniversary of the Initial Exercise Date (“Lock Up Period Termination Date”) and no later than on or before the Termination Date, as follows: a. During every 1 (one) year period, starting on the day that is the Lock Up Period Termination Date, the Holder shall have the right to exercise the Remainder of the Warrant up to a maximum number of Remaining Warrant Shares that, if converted, would be equal to no more than a maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company during such given year (“Leak-Out Period”). The Leak-Out Period shall come into effect on the day that is the Lock Up Period Termination Date and remain effective on a yearly basis, for a period of 10 (ten) years thereafter, after which the Leak-Out Period will automatically terminate and become null and void. For clarity purposes the Remainder of the Warrant shall become freely exercisable at any time or times beginning on June 29, 2034, and until the Termination Date . Series E Preferred Stock On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock. Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock have been designated as Series E Preferred Stock. The holders of the Series E Convertible Preferred Stock shall not be entitled to receive dividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any time, the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $ 1,000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not been registered under the Securities Act 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. As of December 31, 2025, and 2024, there were - 0 - shares of Series E Preferred Stock issued and outstanding, respectively. NOTE 11 – NONCONTROLLING INTEREST On August 19, 2021, the Company formed Ozop Capital. The Company initially owned 51 % with PJN Holdings, LLC (“PJN”) owning 49 % . Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital. The Company presents interest held by noncontrolling interest holders within noncontrolling interest in the consolidated financial statements. On September 13, 2022, there was a change in the ownership percentages, as PJN returned 490,000 shares, representing their 49 % ownership. As of that date, Ozop Capital is a wholly owned subsidiary of the Company. As of December 31, 2025, and 2024, the accumulative noncontrolling interest is $ 784,777 , respectively. F- 30 NOTE 12 - OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES On April 14, 2021, the Company entered into a 5 five-year lease which began on June 1, 2021, for approximately 8,100 square feet of office and warehouse space in Carlsbad, California, expiring May 31, 2026. Initial lease payments of $ 13,148 begin on June 1, 2021, and increase by approximately 2.4 % annually thereafter. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 7.5 %, as the interest rate implicit in most of our leases is not readily determinable. During the year ended December 31, 2021, 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. Sale-Leaseback Transaction In August 2025, the Company sold its building in Warwick, New York to a related party (see Note 4 and Note 8) with the related party obtained full control of the real property and no “continuing involvement” of the Company after the sale. On September 1, 2025, the Company entered into a three-year lease with the same related party to lease back the previously sold building for office space, expiring August 31, 2028. Lease payments of $ 5,000 begin on September 1, 2026, on a monthly basis. The Company determined that the sale and leaseback transaction qualified as a sale, and the sale and the leaseback were accounted for separately, with the lease being accounted for in accordance with ASC 842. This three-year lease agreement is determined to be an operating lease. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 7.5 %, as the interest rate implicit in most of our leases is not readily determinable. During the year ended December 31, 2025, the Company recorded right-of-use assets and lease liabilities of $ 103,107 for this lease. In adopting Topic 842, the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Right-of-use assets are summarized below: SCHEDULE OF RIGHT-OF-USE ASSETS December 31, 2025 December 31, 2024 Office and warehouse lease $ 805,995 $ 702,888 Less: Accumulated amortization ( 644,318 ) ( 476,196 ) Right-of-use assets, net $ 161,677 $ 226,692 Operating lease liabilities are summarized as follows: SCHEDULE OF OPERATING LEASE LIABILITIES December 31, 2025 December 31, 2024 Lease liability $ 178,372 $ 236,389 Less current portion ( 84,644 ) ( 163,727 ) Long term portion $ 93,728 $ 72,662 Maturity of lease liabilities are as follows: SCHEDULE OF MATURITY OF LEASE LIABILITIES Amount For the year ending December 31, 2026 $ 94,030 For the year ending December 31, 2027 60,000 For the year ending December 31, 2028 40,000 Total $ 194,030 Less: present value discount ( 15,658 ) Lease liability $ 178,372 For the years ended December 31, 2025, and 2024 the Company recorded a debit of $ 6,997 and a credit of $ 2,234 , respectively, to operating lease expense (after netting off the sublease income). F- 31 NOTE 13 – DISCONTINUED OPERATIONS On 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 income from discontinued operations in the accompanying consolidated financial statements for the years ended December 31, 2025, and 2024. On October 3, 2022, PCTI filed a Voluntary Petition for Non- Individuals Filing for Bankruptcy. On November 30, 2022, the Trustee filed a Notice of Abandonment of Estate Property, as it is over encumbered by the secured creditors. No objections were filed, and as such the inventory and equipment is now considered abandoned to the secured creditors to do with what they wish. In March 2023, the Trustee declared this a no-asset case and closed the bankruptcy. The results of operations of this component, for all periods, are separately reported as “discontinued operations”. A reconciliation 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 Operations for the years ended December 31, 2025, and 2024 are summarized below: SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS 2025 2024 Year ended December 31, 2025 2024 Revenues $ - $ 3,573 Cost of goods sold - - Gross profit - 3,573 Operating expenses - - Income from discontinued operations $ - $ 3,573 There are no assets as of December 31, 2025, and 2024, as the secured lender has taken possession. Liabilities of discontinued operations are separately reported as of December 31, 2025, and 2024. All liabilities are classified as current. 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, 2025, and 2024: Current liabilities December 31, 2025 December 31, 2024 Accounts payable and accrued liabilities $ 445,565 $ 445,565 Current portion of notes payable 589,246 589,246 Total current liabilities of discontinued operations $ 1,034,811 $ 1,034,811 On May 16, 2022, Huntington National Bank (“Huntington”) filed a Complaint for Confession of Judgment (“COJ”) against Catherine Chis (“Chis”). Chis was the former CEO of PCTI and a Guarantor on Huntington’s Letter of Credit financing (“LOC”) and a Term Loan (“Term Loan”). The Chis COJ for the LOC was for $ 352,415 and accrues per diem interest of $ 63.65 , and the Chis COJ for the Term Loan was for $ 141,415 and accrues per diem interest of $ 28.60 . On June 24, 2022, Huntington filed a COJ against Power Conversion Technologies, Inc (“PCTI”). The PCTI COJ for the LOC was for $ 354,774 and accrues per diem interest of $ 63.65 and the PCTI COJ for the LOC was for $ 142,473 and accrues per diem interest of $ 28.60 . On July 20, 2022, Huntington assigned the PCTI judgment against PCTI to Meraki Advisors, LLC. (“Meraki”). The Company’s understanding is Meraki is a Pennsylvania limited liability company, controlled by Chis. Included in the Current portion of notes payable are the principal balances of Huntington’s LOC of $ 344,166 and Term Loan of $ 134,681 . Accrued interest and fees on the LOC and Term Loan debt $ 54,256 is included in accounts payable and accrued liabilities. F- 32 NOTE 14 - INCOME TAXES Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 3, Summary of Significant Accounting Policies , our loss before provision for income taxes for the year ended December 31, 2025, was as follows: SCHEDULE OF INCOME BEFORE PROVISION FOR INCOME TAXES Year Ended December 31, 2025 Domestic $ ( 8,712,543 ) Foreign - Loss before provision for income taxes $ ( 8,712,543 ) Loss before provision for income taxes for the year ended December 31, 2024, was $ 6,198,161 . Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 3, Summary of Significant Accounting Policies , the reconciliation of taxes at the federal statutory rate to our provision for income taxes for the year ended December 31, 2025, was as follows: SCHEDULE OF RECONCILIATION OF TAXES AT THE FEDERAL STATUTORY RATE FOR INCOME TAXES Year Ended December 31, 2025 Amount % Statutory U.S. Federal Income Tax rate $ ( 1,829,634 ) ( 21.0 ) % State income taxes, net of federal income tax benefit - - Tax effect of expenses that are not deductible for income tax purposes: Stock based compensation 8,400 0.1 Change in fair value derivatives of notes payable and warrants 340,416 3.9 Amortization of discounts on notes payable and warrants 244,989 2.8 Change of valuation allowance 1,235,829 14.2 Effective tax expense $ — — % The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the year ended December 31, 2024, in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows: Year Ended December 31, 2024 Statutory U.S. federal income tax rate ( 21.0 )% State income taxes, net of federal income tax benefit ( 0.0 ) Tax effect of expenses that are not deductible for income tax purposes: Change in fair value derivatives of notes payable and warrants ( 3.4 ) Amortization of discounts on notes payable and warrants 3.8 Change in Valuation Allowance 20.6 Effective tax rate - % F- 33 The significant components of the deferred tax assets (liabilities) for the years ended December 31, 2025, and 2024, are summarized below: SCHEDULE OF DEFERRED TAX ASSETS 2025 2024 Deferred tax assets: Net operating loss $ 7,418,097 $ 6,182,268 Total deferred tax assets 7,418,097 6,182,268 Deferred tax liabilities - - Valuation Allowance ( 7,418,097 ) ( 6,182,268 ) Net deferred tax assets $ - $ - As of December 31, 2025, the Company had federal net operating loss carryforwards of approximately $ 35.3 million which may be carried forward indefinitely. These net operating loss carryforwards may be used to offset future taxable income and thereby reduce the Company’s U.S. federal income taxes. The net operating losses may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% change in ownership as determined under the regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. In accordance with ASC 740, a valuation allowance must be established if it is more likely than not that the deferred tax assets will not be realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses in recent years, a full valuation allowance against the Company’s deferred tax assets as of December 31, 2025, and 2024, respectively has been established as Management believes that the Company will not more likely than not realize the benefit of those deferred tax assets. Therefore, no tax provision has been recorded for the years ended December 31, 2025, and 2024, respectively. The Company complies with the provisions of ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740-10. The Company is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal Revenue Service, or any states in connection with income taxes. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. The Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense. No interest or penalties have been recorded for the years ended December 31, 2025, and 2024, respectively. F- 34 NOTE 15 – SUBSEQUENT EVENTS Reverse Stock Split (see Note 1) On January 21, 2026, every 5,000 shares of issued and outstanding Common Stock automatically combined into one issued share of common stock, with no change in par value. Additionally, a total of 58,309 post reverse split shares were issued to shareholders as a round up for the reverse stock split. Accordingly, all of the below transactions are reported on a post reverse split adjusted basis. Note Receivable, related party On January 5, 2026, in exchange for $ 75,000 we were issued a note receivable from a related party for $ 75,000 , with an annual interest rate of 5 % and a maturity date of January 5, 2028. On February 4, 2026, in exchange for $ 100,000 we were issued a note receivable from a related party for $ 100,000 , with an annual interest rate of 5 % and a maturity date of February 4, 2028. Common Stock Sold to GHS Subsequent to December 31, 2025, the Company sold to GHS an aggregate of 439,796 shares of common stock for proceeds of $ 47,068 net of offering costs and $ 5,000 of note payables paid. Common Stock Issued for Conversions On February 5, 2026, the Holder of the promissory note dated August 24, 2020, converted $ 13,424 of accrued interest and fees into 142,500 shares of common stock at a conversion price of $ 0.0942 . On March 25, 2026, the Holder of the promissory note dated August 24, 2020, converted $ 8,319 of accrued interest and fees into 179,900 shares of common stock at a conversion price of $ 0.04624 . On April 14, 2026, the Holder of a convertible promissory note converted $ 12,950 of principal into 185,000 shares of common stock at a conversion price of $ 0.07 . On May 8, 2026, the Holder of the promissory note dated August 24, 2020, converted $ 23,023 of accrued interest and fees into 213,100 shares of common stock at a conversion price of $ 0.10804 . Common Stock Issued for Services On March 2, 2026, the Company issued 300,000 shares of restricted common stock, pursuant to an agreement for advisory services. On April 20, 2026, the Company issued 300,000 shares of restricted common stock, pursuant to an agreement for advisory services. Secured Promissory Note Issuance On January 5, 2026, the Company entered into a 15 % Secured Promissory Note for $ 100,000 with a third-party lender and a maturity date of January 5, 2027 . The Company received proceeds of $ 90,000 on January 5, 2026, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 10,000 (original issue discount or “OID”). This note shall be senior secured by any and all assets of the Company. On February 3, 2026, the Company entered into a 15 % Secured Promissory Note for $ 110,000 with a third-party lender and a maturity date of February 3, 2027 . The Company received proceeds of $ 100,000 on February 3, 2026, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 10,000 . This note shall be senior secured by any and all assets of the Company. On May 13, 2026, the Company entered into a 15 % Secured Promissory Note for $ 110,000 with a third-party lender and a maturity date of May 13, 2027 . The Company received proceeds of $ 100,000 on May 13, 2026, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 10,000 . This note shall be senior secured by any and all assets of the Company. Convertible Promissory Note Issuance On January 22, 2026, the Company entered into a 12 % , $ 75,000 face value convertible promissory note with a third-party due October 30, 2026. The Company received proceeds of $ 75,000 on January 26, 2026. The conversion price shall equal to 65% multiplied by the lowest trading price for the Common Stock during the ten (10) trading days prior to the conversion date. On January 22, 2026, the Company entered into a 12 % , $ 147,000 face value convertible promissory note with a third-party due October 30, 2026. The Company received proceeds of $ 140,000 on January 26, 2026, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 7,000 . The conversion price shall equal to 65%, multiplied by the lowest trading price for the Common Stock during the ten (10) trading days prior to the conversion date. On April 20, 2026, the Company entered into a 12 % , $ 100,000 face value convertible promissory note with a third-party due January 30, 2027. The conversion price shall be equal to 65%, multiplied by the lowest trading price for the Common Stock during the ten (10) trading days prior to the conversion date. The Company has not yet received proceeds of $93,000 and the Company will reimburse the investor for expenses for legal fees and due diligence of $ 7,000 when the note is funded. Binding Letter of Intent On January 21, 2026, the Company entered into a binding letter of intent (the “LOI”) to acquire 100 % of 14464664 Canada Inc. (“Bluezone Beverages”) and 100 % of 9466-5971 Quebec Inc. (“Varon Spirits”). Pursuant to the LOI, within 120 days of the execution of the LOI, the Company, Bluezone Beverages, Varon Spirits and the other parties to the LOI, shall enter into definitive agreements necessary to complete and close the proposed transaction. The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein. F- 35