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Item 9A. Controls and Procedures

2026-05-14 compared with 2025-04-15 · 1847 added, 1511 removed, 259 unchanged (93% of the section changed)

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, 2024, disclosure controls and procedures were not effective at ensuring that the material

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

of SEC rules and forms.

Management’s 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

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;

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, 2024, 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:

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

Inadequate Segregation of Duties :

of Disclosure Controls and Procedures

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

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

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

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.

Report on Internal Controls over Financial Reporting

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

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

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

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

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

GAAP and includes those policies and procedures that:

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

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

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

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

could have a material effect on the financial statements.

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

It should be noted that

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

objectives of the system will be met.

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

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

may deteriorate.

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

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

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

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

following material weaknesses:

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

Segregation of Duties :

We have an inadequate number of personnel to properly implement control procedures.

Lack of Audit Committee:

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.

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.

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

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

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

outside directors and audit committee members in the future.

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

Due to the nature of these material

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

could occur that would not be prevented or detected.

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.

in Internal Control over Financial Reporting

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

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

OTHER INFORMATION

OFF BALANCE SHEET ARRANGEMENTS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

Identification of directors and executive officers .

The names and ages of our directors and executive

officers are set forth below.

BALANCE SHEET ARRANGEMENTS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification

of directors and executive officers .

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.

Chief Executive Officer and Interim Chief Financial Officer

February 28, 2020

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

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.

provide for up to four directors.

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

stockholders and until their successors are duly elected and qualified.

Executive Officer and Interim Chief Financial Officer

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

development for both private and publicly traded companies.

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

Avenue, he crossed over to Wall Street 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

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

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.

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.

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.

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;

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

Company forward.

Relationships

in Certain Legal Proceedings

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

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

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

performing a similar function.

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

Because we do not have any independent

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

be considered more form than substance.

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

will make such a recommendation in the near future.

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

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

with most small, early-stage companies until such time as our Company further develops our business, achieves a 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.

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.

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

honestly and ethically in the performance of their duties at our company,

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

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

in other public communications by our company,

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

conduct of our business and our financial reporting,

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

independent judgment to be subordinated

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

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

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

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

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

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

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

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

the NASDAQ Global Market.

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

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

in various types of business dealings with us.

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

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

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

Had our Board of Directors

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

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

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;

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

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.

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

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 2024.

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

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

reviews the financial statements to be included

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

and discusses with the Company’s management

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

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

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

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

of our directors participates in the consideration of director nominees.

In addition to nominees recommended by directors, our board

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

Our board believes that any candidate for

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

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

Such factors include relevant business and industry experience

and demonstrated character and judgment.

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

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

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

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

The Company does not

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

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

The following table sets forth information regarding

compensation earned in or with respect to our fiscal years 2024 and 2023:

our principal executive officer or other individual serving in a similar capacity during the fiscal years 2024, and 2023;

our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at December 31, 2024, and 2023, whose compensation exceed $100,000;

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, 2024.

COMPENSATION SUMMARY COMPENSATION TABLE

following table sets forth information regarding compensation earned in or with respect to our fiscal years 2025 and 2024:

principal executive officer or other individual serving in a similar capacity during the fiscal years 2025, and 2024;

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;

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:

Principal Position

Name and Principal Position

Option Awards

All Other Compensation

Brian P Conway (1)

On February 28, 2020, Mr.

Conway was appointed

as the Company’s Chief Executive Officer.

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

Value of Initial Fixed $100 Investment Based on:

8 unchanged sentences

$ (6,198,161 )

$ (7,369,681 )

OPTION GRANTS

There were no options to purchase shares of our Common

Stock issued and outstanding as of December 31, 2024, or December 31, 2023.

OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

There were no outstanding equity awards for the years

ended December 31, 2024, and 2023.

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

were no options to purchase shares of our Common Stock issued and outstanding as of December 31, 2025, or December 31, 2024.

EQUITY AWARDS AT 2025 FISCAL YEAR-END

were no outstanding equity awards for the years ended December 31, 2025, and 2024.

EMPLOYMENT AGREEMENTS

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

the Company and Mr.

Conway (the “Employment Agreement”).

Pursuant to the terms of the Employment Agreement, Mr.

Conway received an initial annual salary of $120,000, for his

position of CEO of the Company, payable monthly.

Conway 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.

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.

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

Pursuant to the agreement, Mr.

Conway received a $250,000 contract renewal bonus (included in

the year ended December 31, 2022) and receives annual compensation of $240,000 from the Company and will also be eligible to receive bonuses

and equity grants at the discretion of the BOD.

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.

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

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, 2024.

There are no arrangements currently in place pursuant to which directors will

be compensated in the future for any services provided as a director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table shows the beneficial ownership

of the Company’s shares as of April 15, 2025, (unless otherwise noted) by (i) each person known by the Company to own beneficially

more than 5% of the outstanding shares, (ii) each director and director nominee of the Company, (iii) each executive officer of the Company

named in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”), and (iv) all executive officers

and directors of the Company as a group.

The table includes shares that may be acquired within 60 days of April 15, 2025, 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.

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.

Conway $20,000 per month.

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.

Compensation Policies

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

of them beneficially owns.

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

of the stockholders.

Name and Title:

of beneficial ownership

Executive Officers and Directors:

Brian P Conway, CEO and Director (2)

3,697,375,610

Series C Preferred Stock

Series D Preferred Stock

(1) Percentages are based on 8,450,615,922 shares

of the Company’s common stock, 2,500 shares of Series C Preferred Stock and 1,334 shares of Series D Preferred stock issued and

outstanding as of April 15, 2025.

The voting rights associated with the Series C Preferred Stock in the aggregate are equal to 67% of

the total vote.

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.

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 3,697,375,610 shares of common stock.

Includes 1,333 shares of Series D Preferred Stock convertible into 1,961,943 post reverse split shares of common stock.

Certain Relationships and Related Transactions

For the years ended December 31, 2024, and 2023, the

Company recorded expenses to its officers of $960,000 respectively.

As of December 31, 2024, the Company owes Mr.

Conway $60,000 for unpaid

management fees.

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.

the year ended December 31, 2025, the Company sold its building to an entity controlled by Mr.

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.

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).

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, 2024, and 2023.

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.

Audit Fees (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.

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

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

Exhibits, Financial Statement Schedules

Financial Statements

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-27.

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.

Exhibits (including those incorporated by reference).

Share Exchange Agreement dated April 5, 2018 by and among Newmarkt Corp., the shareholders of Ozop Surgical, Inc., Ozop Surgical, Inc.

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.

Statement Schedules

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

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

are contained in the financial statements included herein.

(including those incorporated by reference).

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).

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

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

Merger Agreement and Plan of Merger between Ozop Surgical Corp.

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).

Agreement and Plan of Merger between Ozop Surgical Corp.

and Ozop Surgical Name Change Subsidiary, Inc.

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

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

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

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).

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).

Amended and Restated Bylaws of Ozop Surgical Corp.

(Incorporated by reference

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

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

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

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).

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).

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).

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).

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).

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 May 22, 2019).

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).

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).

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

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).

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

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

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

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

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

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

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

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

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

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

Articles of Merger between Ozop Surgical Corp.

and 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).

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).

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).

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).

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).

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).

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).

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).

of Merger between Ozop Surgical Corp.

and Ozop Surgical Name Change Subsidiary, Inc.

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

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

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

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

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

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

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

(Incorporated by reference to Exhibit 3.2 of

the Current Report on Form 8-K filed on November 13, 2020).

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).

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)

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).

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

and Brian Conway, (Incorporated by reference to Exhibit 10.3

of the Current Report on Form 8-K filed on February 28, 2020).

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

1 unchanged sentence

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.

Inline XBRL Instance Document

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Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

XBRL Instance Document

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XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

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* Filed herewith.

+ Management contract or compensatory plan or arrangement.

+ Management contract

or compensatory plan or arrangement.

FORM 10-K SUMMARY

Not applicable.

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.

Chief Executive Officer

April 15, 2025

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

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Energy Solutions, Inc.

Executive Officer

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

registrant and in the capacities and on the dates indicated.

Chairman and Chief Executive Officer (principal executive officer)

April 15, 2025

OZOP ENERGY SOLUTIONS, INC.

COSOLIDATED FINANCIAL STATEMENTS

ENERGY SOLUTIONS, INC.

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 273 )

4 unchanged sentences

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

14 unchanged sentences

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 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.

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.

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

26 unchanged sentences

have served as the Company’s auditor since 2018

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

ENERGY SOLUTIONS, INC.

BALANCE SHEETS

Current Assets

Prepaid expenses

Accounts receivable

Total Current Assets

Operating lease right-of-use asset, net

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ DEFICIT

lease right-of-use asset, net

receivable, related party

and equipment, net

AND STOCKHOLDERS’ DEFICIT

Current Liabilities

1 unchanged sentence

Related party liabilities

Convertible notes payable

Convertible notes payable, net of discounts

Current portion of notes payable, net of discounts

5 unchanged sentences

Long Term Liabilities

Notes payable, net of discount

Operating lease liability, net of current portion

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES

AND CONTINGENCIES

Stockholders’ Deficit

3 unchanged sentences

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

Preferred Stock

Common stock ( 8,990,000,000 shares authorized, 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) *

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

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

( 11,249,934 )

1 unchanged sentence

Common stock to be issued;

637,755 shares

Additional paid in capital *

7 unchanged sentences

Noncontrolling interest

TOTAL STOCKHOLDERS’ DEFICIT

STOCKHOLDERS’ DEFICIT

( 39,498,753 )

( 31,503,978 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these consolidated

financial statements.

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31,

Cost of revenue

Gross profit (loss)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

* Retroactively

restated for five thousand-for-one share consolidation on January 21, 2026.

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

ENERGY SOLUTIONS, INC.

STATEMENTS OF OPERATIONS

the Year Ended December 31,

and administrative, related parties

and administrative, other

operating expenses

General and administrative, related parties

Loss associated with early termination of vendor agreement

General and administrative, other

Total operating expenses

Loss from continuing operations

from continuing operations

( 2,971,827 )

( 3,463,682 )

Other (income) expenses:

(income) expenses:

Interest expense

Gain on change in fair value of derivatives

( 1,005,585 )

Loss (gain) on change in fair value of derivatives

( 1,005,585 )

Gain on litigation settlement

Total Other (Income) Expenses

Loss from continuing operations before income taxes

Gain on sale of building to a related party

Other Expenses

from continuing operations before income taxes

( 8,712,543 )

( 6,201,734 )

Income tax provision

Net loss from continuing operations

tax provision

loss from continuing operations

( 8,712,543 )

( 6,201,734 )

Discontinued Operations:

Income from discontinued operations, net of tax

1 unchanged sentence

$ ( 6,198,161 )

Loss from contuining operations per share of common stock

basic and fully diluted

Income from discontinued operations per share of common stock

basic and fully diluted

Loss per share basic and fully diluted

Weighted average shares outstanding basic and diluted

6,345,758,683

4,980,801,687

The accompanying notes are an integral part of these

consolidated financial statements.

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2024

Loss from continuing operations per

share of common stock basic and fully diluted*

Income from discontinued operations

per share of common stock basic and fully diluted*

per share basic and fully diluted*

average shares outstanding basic and diluted*

* Retroactively restated

for five thousand-for-one share consolidation on January 21, 2026.

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

ENERGY SOLUTIONS, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2025

stock to be issued

2 unchanged sentences

Noncontrolling

Stockholders’ Equity

Balances January 1, 2024

5,481,513,400

$ ( 11,249,934 )

$ 198,704,849

Stockholders’

January 1, 2025

$ ( 11,249,934 )

1 unchanged sentence

$ ( 224,868,641 )

Issuance of shares of common stock sold, net of issuance costs of $ 43,569

$ ( 784,777 )

$ ( 31,503,978 )

of shares of common stock sold, net of issuance costs of $ 27,005

of common stock for services

of common stock for accrued interest and fees

of common stock for conversion of convertible notes

( 8,712,543 )

Balances December 31, 2024

( 8,712,543 )

December 31, 2025

$ ( 11,249,934 )

3 unchanged sentences

$ ( 39,498,753 )

The accompanying notes are an integral part of these

consolidated financial statements.

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2023

* Retroactively restated

for five thousand-for-one share consolidation on January 21, 2026.

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

ENERGY SOLUTIONS, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2024

stock to be issued

3 unchanged sentences

Stockholders’

Balances January 1, 2023

January 1, 2024

$ ( 11,249,934 )

8 unchanged sentences

$ ( 26,518,187 )

of shares of common stock sold, net of issuance costs of $ 43,569

( 6,198,161 )

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

Issuance of shares of common stock sold, net of issuance costs

December 31, 2024

$ ( 11,249,934 )

$ 205,397,953

Balances December 31, 2023

$ ( 224,868,641 )

6 unchanged sentences

$ ( 31,503,978 )

Retroactively restated for five thousand-for-one share consolidation

on January 21, 2026.

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

ENERGY SOLUTIONS, INC.

STATEMENTS OF CASH FLOWS

the Year Ended December 31,

flows from operating activities:

loss from continuing operations

$ ( 8,712,543 )

$ ( 6,201,734 )

income from discontinued operations

( 8,712,543 )

( 6,198,161 )

The accompanying notes are an integral part

of these consolidated financial statements.

OZOP ENERGY SOLUTIONS, INC.

STATEMENTS OF CASH FLOWS

For the Year Ended December 31,

Cash flows from operating activities:

Net loss from continuing operations

to reconcile net loss to net cash used in operating activities

interest expense

and depreciation

(gain) on fair value change of derivatives

( 1,005,585 )

on sale of building to a related party

compensation expense

in operating assets and liabilities:

payable and accrued expenses

party liabilities

lease liabilities

cash used in continuing operations

( 1,792,386 )

Net income from discontinued operations

( 1,846,573 )

cash used in discontinued operations

cash used in operating activities

( 1,792,386 )

Adjustments to reconcile net loss to net cash used in operating activities

Non-cash interest expense

Amortization and depreciation

Gain on fair value change of derivatives

( 1,850,146 )

flows from investing activities:

of office and computer equipment

to a related party in exchange for a promissory note receivable

from sale of building to a related party

cash used in investing activities

flows from financing activities:

from sale of common stock, net of costs

from issuances of convertible notes payable, net

from issuances of promissory notes payable, net

cash provided by financing activities

decrease in cash

Beginning of year

disclosure of cash flow information:

paid for interest

paid for income taxes

of non-cash Investing or Financing Activity:

assets obtained in exchange for operating lease obligations

of related party liabilities for sale of building to a related party

stock issued for convertible note payable

stock issued for accrued interest

note in exchange for promissory note and accrued interest

discount related to derivative liability

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

1 - ORGANIZATION

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.

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

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.

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

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

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

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

of the Company.

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

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

(“Ozop Capital”), a Delaware corporation 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

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.

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

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

of the Company.

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

OED offers product and design support

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

OED and our partners are able to offer the resources

needed for lighting, solar and electrical design projects.

OED will provide customers systems to coordinate the understanding of electrical

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

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

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.

Company’s mission is to deliver cutting-edge technology that simplifies complex control needs, ensuring seamless integration and

exceptional performance.

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.

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.

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

Certain amounts within the following tables may not foot due to rounding.

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

Previously Reported

of Reverse Stock Split

Previously Reported

of Reverse Stock Split

stock - shares

7,086,021,742

Inventory write-down

Termination costs of vendor agreements

Income on forfeited customer deposit

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Vendor deposits

Accounts payable and accrued expenses

Related party liabilities

Deferred revenue

Operating lease liabilities

Net cash used in continuing operations

( 7,084,604,538 )

Net cash used in discontinued operations

Net cash used in operating activities

stock - amount

$ ( 7,084,604 )

Cash flows from investing activities:

Purchase of office and computer equipment

Net cash uesd in investing activities

Cash flows from financing activities:

Proceeds from sale of common stock, net of costs

Payments of principal of notes payable

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, Beginning of year

Cash, End of year

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for income taxes

The accompanying notes are an integral part of these

consolidated financial statements.

OZOP ENERGY SOLUTIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2024

NOTE 1 - 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.

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.

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.

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

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.

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, 2024, the Company had an accumulated deficit of $ 224,868,641 and a working capital deficit of $ 32,232,815 .

As of December 31, 2024, the Company was in default of $ 19,925,000 plus accrued interest on debt instruments due to non-payment upon maturity

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.

On May 2, 2023, the Company entered into an Equity

Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”)

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

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.

be made in an amount equalling less than $10,000 or greater than $750,000.

Puts may be delivered by the Company to GHS until the earlier

of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an

aggregate of $ 10,000,000 worth of put shares.

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

stock and received $ 1,230,043 net of offering costs.

During the year ended December 31, 2024, the Company sold to GHS 146,517,693 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 One Billion ( 1,000,000,000 ) 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 1,000,000,000 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 Two Billion ( 2,000,000,000 ) 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 457,990,649 shares of common stock

and received $ 280,094 , net of offering costs.

From January 1, 2025, through April 15, 2025, the Company sold GHS 1,364,594,180 shares

of common stock for proceeds of $ 295,965 net of offering costs.

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.

In April 2021, the Company signed a five-year 5

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

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.

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.

stock to be issued - shares

stock to be issued - amount

paid-in capital

$ 198,312,711

$ 205,397,953

Previously Reported

of Reverse Stock Split

Previously Reported

of Reverse Stock Split

stock - shares

5,481,513,400

( 5,480,417,097 )

stock - amount

$ ( 5,480,417 )

stock to be issued - shares

stock to be issued - amount

paid-in capital

$ 198,704,849

$ 204,185,904

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

Previously Reported

of Reverse Stock Split

ended December 31, 2024

Previously Reported

of Reverse Stock Split

attributable to common shareholders

$ ( 6,198,161 )

average shares used to compute basic and diluted EPS

6,345,758,683

( 6,344,489,531 )

from continuing operations per share - basic and diluted

from discontinued operations per share - basic and diluted

per share - basic and diluted

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

Previously Reported

of Reverse Stock Split

Previously Reported

of Reverse Stock Split

common stock purchase warrants

( 731,878,113 )

preferred stock

10,629,032,613

( 10,626,906,806 )

notes payable

( 128,549,729 )

notes payable

1,225,410,959

( 1,225,165,877 )

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

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.

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.

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).

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

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.

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.

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.

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.

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

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.

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

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.

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.

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.

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.

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.

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.

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.

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

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.

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”).

consolidated financial statements include the accounts of the Company and the Company’s wholly owned subsidiaries Ozop Energy Systems,

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.

will be ceded the battery premium portion of all of the Empire Plus VSC’s contracted.

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.

is designed not just for control and efficiency, but also for adaptability to diverse architectural and electrical layouts, embodying

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

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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.

(“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”).

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

All intercompany accounts and transactions have been eliminated in consolidation.

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.

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.

and Cash Equivalents

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, 2024, and 2023.

The amount in excess of the

FDIC insurance as of December 31, 2024 and 2023, was approximately $ 223,000 and $ 639,000 , 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, 2024, and 2023, and their accounts receivable

balance as of December 31, 2024:

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.

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.

Concentration and credit risk

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

31, 2025, and 2024, and their accounts receivable balance as of December 31, 2025:

SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR

1 unchanged sentence

December 31, 2024

receivable balance

December 31, 2025

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.

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.

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

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

approximately 60 % and 22 %, respectively of our outstanding accounts receivable.

As of December 31, 2023, three customers represented approximately

66 %, and 28 %, respectively of our outstanding accounts receivable.

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 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 , and $ 1,495,978 , respectively,

to the historical cost of inventory purchases for the years ended December 31, 2024, and 2023.

Finished goods inventories as of December

31, 2024, and 2023, were $ 10,673 and $ 1,089,979 , respectively.

Purchase concentration

OES purchases finished renewable energy products from

its’ suppliers.

For the year ended December 31, 2024, the Company made no purchases.

For the year ended December 31, 2023, there

was one supplier that accounted for 100 % .

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:

SCHEDULE OF USEFUL LIFE OF PROPERTY AND EQUIPMENT ASSETS

10 - 25 years

Office furniture and equipment

Warehouse equipment

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;

the performance obligations in the contract (if any);

As of December 31, 2024, two customers represented approximately 60 %

and 22 %, respectively of our outstanding accounts receivable.

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.

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.

concentration

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.

plant, and equipment

and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of 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:

OF ESTIMATED LIVES OF PROPERTY AND EQUIPMENT

furniture and equipment

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.

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, 2024, and 2023:

(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.

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.

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.

installation services contracts with customers, the Company invoices the customer upon completion of the job and recognizes revenue based

on the invoiced amount.

following table disaggregates our revenue by major source for the years ended December 31, 2025, and 2024:

SCHEDULE OF DISAGGREGATION OF REVENUE

Years ended December 31,

Sourced and distributed products

OED Installations

Advertising and Marketing Expenses

The Company expenses advertising and marketing costs

For the years ended December 31, 2024, and 2023, the Company recorded advertising and marketing expenses of $ 40,256 and $ 64,616 ,

respectively.

During the year ended December 31, 2024, the Company reduced the amount of lead lists it was acquiring as well as reduced

the amount spent on promotional items.

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, 2024, and 2023, the Company recorded

$ 183,897 and $ 6,685 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

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:

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 over the term of the related debt to their

stated date of redemption.

The Company accounts for the conversion of convertible

debt when a conversion option has been bifurcated using the general extinguishment standards.

The debt and equity linked derivatives are

removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as

a gain or loss on extinguishment of the two separate accounting liabilities.

Discontinued Operations

In accordance with ASC 205-20 Presentation of Financial

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

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, 2024, and 2023.

For additional information, see Note 14- Discontinued Operations.

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.

ended December 31,

and distributed products

Installations

and Marketing Expenses

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.

and Development

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.

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

Hedging Activities.

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.

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.

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.

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

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

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

consolidated financial statements for the years ended December 31, 2025, and 2024.

For additional information, see Note 13- Discontinued

Distinguishing

Liabilities from Equity

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.

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.

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;

Otherwise, the Company accounts for the financial instrument as permanent equity.

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.

Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value,

or cash received.

Measurement – Financial Instruments Classified as Liabilities

Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date.

in the fair value of its financial instruments classified as liabilities are recorded as other income (expenses).

Value of Financial Instruments

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

following are the hierarchical levels of inputs to measure fair value:

1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

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.

or inputs that

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

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

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

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.

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, 2024, and 2023, for each fair value hierarchy

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

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

if exercised.

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

derivative instruments.

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

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

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

payable and accrued expenses and certain notes payable approximate their fair values because of the short maturity of these instruments.

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

31, 2025, and 2024, for each fair value hierarchy level:

SCHEDULE OF DERIVATIVE INSTRUMENTS

December 31, 2024

Derivative Liabilities

December 31, 2023

Derivative Liabilities

The Company accounts for

leases under ASU 2016-02 (see Note 13), applying the package of practical expedients to leases that commenced before the effective date

whereby the Company elected to not reassess the following:

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;

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

(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 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

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.

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, 2024, and 2023, the Company’s dilutive securities are convertible into approximately 12,715,043,534

and 9,749,983,678 , respectively, shares of common stock.

The following table represents the classes of dilutive securities as of December

31, 2024, and 2023:

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.

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.

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.

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.

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

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

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

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”.

(Loss) Per Share

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

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

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

Convertible preferred stock (1)

10,629,032,613

8,222,270,100

Unexercised common stock purchase warrants (1)

1,107,024,518

Convertible notes payable (1)

Promissory notes payable (1)

1,225,410,959

12,715,043,534

9,749,983,678

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

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

In December 2023, the FASB issued ASU No.

preferred stock (1)

common stock purchase warrants (1)

notes payable (1)

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.

were excluded from the diluted per share calculation because the effect of including these potential shares was anti-dilutive due

to the Company’s net loss position.

Accounting Pronouncements

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.

adopted accounting pronouncements

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 is

effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted.

The Company is evaluating the

impact that ASU 2023-09 will have on the consolidated financial statements and its plan for adoption, including the adoption date and

transition method.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No.

“Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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

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.

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.

issued accounting pronouncements not yet adopted

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.

can be applied prospectively with an option for retrospective application.

Early adoption is also permitted.

We are currently evaluating

the provisions of this ASU.

NOTE 4 – PROPERTY AND EQUIPMENT

The following table summarizes the Company’s

of Income Statement Expenses

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.

adoption is also permitted.

We are currently evaluating the provisions of this ASU.

Instruments – Measurement of Credit Losses for Accounts Receivable and Contract Assets

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.

4 – PROPERTY AND EQUIPMENT

following table summarizes the Company’s property and equipment:

SCHEDULE OF PROPERTY AND EQUIPMENT

Office equipment

Building and building improvements

Property plant and equipment, gross

and building improvements

Accumulated depreciation

Property and Equipment, Net

Depreciation expense was $ 68,613 and $ 94,878 for the

years ended December 31, 2024, and 2023, respectively.

NOTE 5 - CONVERTIBLE NOTES PAYABLE

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, 2024, and 2023, the outstanding

principal balance of this note was $ 25,000 .

NOTE 6 – DERIVATIVE LIABILITIES

The Company determined the conversion feature of the

convertible notes, which all contain variable conversion rates, represented an embedded derivative since the notes were convertible into

a variable number of shares upon conversion.

Accordingly, the notes are not considered to be conventional debt under ASC 815 and the embedded

conversion feature was bifurcated from the debt host and accounted for as a derivative liability.

At any given time, certain of the Company’s

embedded conversion features on debt and outstanding warrants may be treated as derivative liabilities for accounting purposes under ASC

815-40 due to insufficient authorized shares to settle these outstanding contracts.

Pursuant to SEC staff guidance that permits a sequencing

approach based on the use of ASC 815-15-25 which provides guidance for contracts that permit partial net share settlement.

The sequencing

approach may be applied in one of two ways:

contracts may be evaluated based on (1) earliest issuance date or (2) latest maturity date.

Pursuant to the sequencing approach, the Company evaluates its contracts based upon the latest maturity date.

The Company valued the derivative liabilities at December

31, 2024, and 2023, at $ 210,493 and $ 1,216,078 , respectively.

For the derivative liability associated with convertible notes, the Company

used the Monte Carlo simulation valuation model with the following assumptions as of December 31, 2024, and 2023, risk free interest rates

at 4.24 % and 5.26 % , respectively, and volatility of 101 % and 48 %, respectively.

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

60,000,000 warrants in conjunction with the extension of a note payable.

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

with the offset to derivative liabilities for the initial fair value of the warrants based on the Black-Scholes option pricing model.

The following assumptions were utilized in the initial Black-Scholes valuation of issued warrants during the year ended December 31, 2023,

risk free interest rate of 4.72 % , volatility of 72 %, and an exercise price of $ 0.0019 .

The following assumptions were utilized in the Black-Scholes

valuation of outstanding warrants as of December 31, 2024, and 2023, risk free interest rate of 4.18 % to 4.25 %, and 4.3 % to 5.26 %, respectively,

volatility of 121 % to 146 %, and 48 % to 99 %, respectively, and exercise prices of $ 0.0019 to $ 0.008 , and $ 0.0019 to $ 0.15 , respectively.

A summary of the activity related to derivative liabilities

for the years ended December 31, 2024, and 2023, is as follows:

and Equipment, Net

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).

expense was $ 40,430 and $ 68,613 for the years ended December 31, 2025, and 2024, respectively.

5 - CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES

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.

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

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.

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.

Company accounts for derivative financial instruments in accordance with Accounting Standards Codification (ASC) 815, Derivatives and

Under this guidance, the Company evaluates whether an embedded feature within a financial instrument is required to be accounted

for separately as a derivative.

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

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 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

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

As of December 31, 2025, and 2024, the outstanding principal balance of this note was $ 25,000 .

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.

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 .

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.

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.

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.

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.

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.

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.

following table summarizes the Company’s convertible notes payable:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

December 31, 2025

December 31, 2024

convertible note issuances

notes issued in exchange for promissory note and accrued interest as a result of loan modification (see Note 6)

unamortized discounts

( 1,334,724 )

balance, net of discounts

Company valued the derivative liabilities at December 31, 2025, and 2024, at $ 4,193,434 and $ 210,493 respectively.

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.

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 %.

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.

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

liabilities associated with warrants

liabilities associated with convertible notes

derivative liabilities

associated with warrants

January 1, 2025

value of issuances during the year

in fair value

off for conversions

December 31, 2025

* 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.

liabilities associated with warrants

liabilities associated with convertible notes

derivative liabilities

associated with convertible notes

Total derivative liabilities

Balance January 1, 2023

Fair value of issuances during the year

Change in fair value

( 3,212,245 )

( 3,212,113 )

Balance December 31, 2023

Fair value of issuances during the year

Change in fair value

January 1, 2024

in fair value

( 1,010,973 )

( 1,005,585 )

Balance December 31, 2024

NOTE 7 – NOTES PAYABLE

The Company has the following notes payable outstanding:

SCHEDULE OF NOTES PAYABLE

December 31, 2024

December 31, 2023

Note payable, interest at 8 % or 20 % (if default), matured January 5, 2020 , in default

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

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

Note payable $ 389,423 face value, interest at 15 %, matures November 6, 2025 , net of discount of $ 48,259 (2024) and $ 105,220 (2023)

Note payable $ 1,000,000 face value, interest at 12 % or 24 % (if default), matured November 13, 2021 , in default

Note payable $ 2,200,000 face value, interest at 15 %, matured October 31, 2024 , net of discount of $ 0 (2024) and $ 141,667 (2023), in default

Note payable $ 11,110,000 face value, interest at 15 %, matured October 31, 2024 , net of discount of $ 0 (2024) and $ 708,333 (2023), in default

Note payable $ 3,300,000 face value, interest at 15 %, matured October 31, 2024 , net of discount of $ 0 (2024) and $ 212,500 (2023), in default

Note payable $ 3,020,000 face value, matured March 31, 2023 , in default

Sub-total notes payable, net of discount

Less long-term portion, net of discount

Current portion of notes payable, net of discount

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,

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.

December 31, 2024, the Company has repaid $ 1,200,000 of the principal of the note (including $ 250,000 during the year ended December 31,

2022, and $ 950,000 during the year ended December 31, 2023).

During the year ended December 31, 2023, amortization of the original issue

discount of $ 181,818 was charged to interest expense.

The original issue discount of $ 250,000 has been fully amortized as of March 31,

As of December 31, 2024, and 2023, 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 75,000,000 shares of common stock at $ 0.039

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 75,000,000 warrants

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

The warrants were valued at

$ 510,000 by the Black-Scholes option pricing method and 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, 2024, and 2023, $ 212,500 and $ 255,000 ,

respectively, was charged to interest expense.

6 – NOTES PAYABLE

Company has the following notes payable outstanding:

SCHEDULE OF NOTES PAYABLE

payable, interest at 8 % or 20 % (if default), matured January 5, 2020 , in default

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

payable $ 750,000 face value, interest at 12 % or 24 % (if default), matured August 24, 2021 , in default

payable $ 389,423 face value, interest at 15 %, matured November 6, 2025 , net of discount of $ 0 (2025) and $ 48,259 (2024) respectively,

payable $ 1,000,000 face value, interest at 12 % or 24 % (if default), matured November 13, 2021 , in default

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)

payable $ 11,110,000 face value, interest at 15 %, matured October 31, 2024 , in default

payable $ 3,300,000 face value, interest at 15 %, matured October 31, 2024 , in default

payable $ 3,020,000 face value, matured March 31, 2023 , in default

payable $ 165,000 face value, interest at 15 %, matures August 13, 2026 , net of discount of $ 9,375

payable $ 250,000 face value, interest at 15 %, matures November 21, 2026 , net of discount of $ 46,875

notes payable, net of discount

long-term portion, net of discount

portion of notes payable, net of discount

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.

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.

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

As of December 31, 2025, and 2024, the outstanding principal balance of this note was 1,820,000 .

with carrying values of $ 3,300,000 and $ 3,087,500 , respectively, net of unamortized discounts of $ 0 and $ 212,500 , as of December 31, 2024,

and 2023, respectively.

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 March 17, 2021, the Company entered into a 12 %,

$ 11,110,000 face value promissory note with a third- party lender with a maturity date of March 17, 2022.

In exchange for the issuance

of the $ 11,110,000 note, inclusive of an original issue discount of $ 1,000,000 and lender costs of $ 110,000 , the Company received proceeds

of $ 10,000,000 on March 23, 2021, from the lender.

In conjunction with the note, the Company issued a warrant to purchase 250,000,000

shares of common stock at $ 0.13 per share (subject to adjustments) with an expiry date on the three- year anniversary of the note.

October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15 % per annum.

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

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.

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.

31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15 % per annum.

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 years ended December 31,

2024, and 2023, $ 708,333 and $ 850,000 , respectively, was charged to interest expense.

As of December 31, 2024, and 2023, the outstanding

principal balance of this note was $ 11,110,000 with a carrying value of $ 11,110,000 and $ 10,401,667 , respectively, net of unamortized

discounts of $ 0 and $ 708,333 , as of December 31, 2024, and 2023, respectively.

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 50,000,000 shares of common stock at $ 0.15

per share (subject to adjustments) with an expiry date on the three- year anniversary of the note.

On October 31, 2022, the maturity date

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

The Company issued 50,000,000 warrants

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

The warrants were valued at

$ 340,000 by the Black-Scholes option pricing method and 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, 2024, and 2023, $ 141,667 and $ 170,000 ,

respectively, was charged to interest expense.

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 .

with a carrying value of $ 2,200,000 and $ 2,058,333 , respectively, net of unamortized discounts of $ 0 and $ 141,667 as of December 31, 2024,

and 2023, respectively.

The Company is currently in discussions

with the lender regarding an extension of the maturity date.

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

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.

13, 2020, the Company entered into a 12 %,

face value promissory note with a third-party due November

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.

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

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 .

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

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 125,000,000

shares of common stock at an exercise price of $ 0.008 ,

subject to adjustments and expires on the five-year 5

anniversary of the issue date.

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, 2024, and 2023, the outstanding principal balance of this note was $ 1,000,000 .

As of December 31, 2024, and 2023, the accrued interest is $ 855,452

and $ 615,452 ,

respectively.

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.

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

shares of common stock at an exercise price of $ 0.0075 ,

subject to adjustments and expires on the five-year 5

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 %

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

warrants at an exercise price of $ 0.0019

and with an expiration of November 6, 2026, in exchange for the extension.

The warrants were valued at $ 113,921

by the Black-Scholes option pricing method and are being 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, 2024, and 2023, $ 56,961

and $ 8,701 ,

respectively, was charged to interest expense.

As of December 31, 2024, and 2023, the outstanding principal balance of this note was

with a carrying value of $ 341,164

and $ 284,203 ,

respectively, net of unamortized discounts of $ 48,259

and $ 105,220 ,

respectively, as of December 31, 2024, and 2023.

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 .

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

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 122,950,819 shares of common stock at an exercise price of $ 0.0061 , subject to adjustments and expires on the five-year

anniversary of the Issue Date.

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.

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.

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 .

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, 2024, and 2023, the accrued interest is $ 360,247 and $ 270,247 , respectively.

The Company is in discussions with the lender regarding

the extension of the maturity date of this note.

NOTE 8 – 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 175,000,000 shares of common stock, the royalty

percentage was amended to 1.8 %.

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.

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.

7 – DEFERRED LIABILITY

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

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, 2024, and 2023, the Company has recorded $ 12,610 and $ 495 as deferred liabilities related to VSC’s.

The deferred liability as of December 31, 2024, and

2023, on the consolidated balance sheets is $ 502,610 and $ 490,495 , respectively.

NOTE 9 – 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

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.

Insurance Company records premiums received from the issuance of Vehicle Service Contracts (“VSC’s”) as a deferred

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.

deferred liability as of December 31, 2025, and 2024, on the consolidated balance sheets is $ 532,425 and $ 502,610 , respectively.

8 – RELATED PARTY TRANSACTIONS AND BALANCES

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”).

Conway’s compensation as adjusted was $ 20,000 per month.

Effective January 1, 2022, the Company entered into

a new employment agreement with Mr.

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

Pursuant to the agreement, Mr.

Conway will receive 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

receives annual compensation of $ 240,000 from the Company and will also be eligible to receive bonuses and equity grants at the discretion

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.

Currently, the subsidiaries of Ozop Capital, OES and OED, each compensates Mr.

Conway $ 20,000 per month.

Management Fees and Related Party Payables

For the years ended December 31, 2024, and 2023, the

Company recorded expenses to Mr.

Fees, Sale of Building and Related Party Payables

the years ended December 31, 2025, and 2024, the Company recorded expenses to Mr.

Conway of $ 960,000 , respectively.

As of December 31, 2024, the Company owes Mr.

Conway $ 60,000 for unpaid

management fees, which is included in related party liabilities on the consolidated balance sheets presented herein.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

On September 1, 2021, Ozop Capital entered into an

advisory agreement (the “RMA Agreement”) with Risk Management Advisors, Inc.

Pursuant to the terms of

the RMA Agreement, RMA will assist Ozop Capital in analyzing, structuring, and coordinating Ozop Capital’s participation in a captive

insurance company.

RMA will coordinate legal, accounting, tax, actuarial and other services necessary to implement the Company’s

participation in a captive insurance company, including, but not limited to, the preparation of an actuarial feasibility study, filing

of all required regulatory applications, domicile selection, structural selection, and coordination of the preparation of legal documentation.

During the year ended

December 31, 2025, the Company sold its building to an entity controlled by Mr.

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.

receivable, related party

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).

9 – COMMITMENTS AND CONTINGENCIES

September 1, 2021, Ozop Capital entered into an advisory agreement (the “RMA Agreement”) with Risk Management Advisors, Inc.

Pursuant to the terms of the RMA Agreement, RMA will assist Ozop Capital in analyzing, structuring, and coordinating

Ozop Capital’s participation in a captive insurance company.

RMA will coordinate legal, accounting, tax, actuarial and other services

necessary to implement the Company’s participation in a captive insurance company, including, but not limited to, the preparation

of an actuarial feasibility study, filing of all required regulatory applications, domicile selection, structural selection, and coordination

of the preparation of legal documentation.

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, 2024, and 2023, which has been accrued as of December

31, 2024 ($ 96,000 ) , and December 31, 2023 ($ 48,000 ) , and is included in accounts payable and accrued expenses on the consolidated balance

sheets presented herein.

As of December 31, 2024, and 2023, the Company has recorded 637,755 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

Chaudry $ 227,200 (the “Outstanding Fees”) in certain increments as set forth in the Separation Agreement.

December 31, 2024, and 2023, the balance owed Mr.

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 .

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 .

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 175,000,000 shares of common stock, the royalty percentage was amended to 1.8 %

(see Note 8).

As of December 31, 2024, and 2023, 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

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 11– STOCKHOLDERS’ EQUITY

During the year ended December 31, 2024, the Company

issued an aggregate of 1,604,508,342 shares of common stock and received net proceeds of $ 1,212,370 after issuance costs of $ 43,569 .

During the year ended December 31, 2023, the Company

issued an aggregate of 710,238,051 shares of common stock and received net proceeds of $ 1,828,263 after issuance costs of $ 58,230 .

Increase in Authorized Shares

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 March 4, 2025, the Board of Directors of the Company

approved to amend the Company’s Articles of Incorporation (the “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 2025 Amendment with the State of Nevada on April 10, 2025.

Preferred stock

As of December 31, 2024 and 2023, 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

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.

know of no material, existing or pending legal proceedings against our Company.

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

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

Corp (“YHS”).

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

to the terms of the Settlement, the Defendants 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 .

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.

10– STOCKHOLDERS’ EQUITY

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 .

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 .

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 .

the year ended December 31, 2025, a convertible note holder converted principal of $ 100,000

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 .

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 .

in Authorized Shares

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.

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.

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

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.

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, 2024, and 2023, there were

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

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.

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, 2024, and 2023, 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, 2024, and 2023.

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:

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”);

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:

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.

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, 2024, and 2023, there

were - 0 - shares of Series E Preferred Stock issued and outstanding, respectively.

NOTE 12 – NONCONTROLLING INTEREST

On August 19, 2021, the Company formed Ozop Capital.

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

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.

D Preferred Stock

July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock.

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.

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

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

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.

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.

warrant has a 15 - year term and Partial Warrant Lock Up and Leak-Out Period.

The Holder may only exercise the Warrant and purchase Warrant

Shares as follows:

to 162 (one hundred and sixty-two) Warrant Shares, at any time or times on or after 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”);

Remainder of the Warrant representing up to 3,074 (three thousand and seventy-four) Warrant Shares (“Remaining Warrant Shares”)

shall be locked up for a period of 36 (thirty-six) months from the Initial Exercise Date (“Lock Up Period”) and shall

become exercisable at any time or times from the date that is the 36 (thirty-six) month anniversary of the Initial Exercise Date

(“Lock Up Period Termination Date”) and no later than on or before the Termination Date, as follows:

every 1 (one) year period, starting on the day that is the Lock Up Period Termination Date, the Holder shall have the right to exercise

the Remainder of the Warrant up to a maximum number of Remaining Warrant Shares that, if converted, would be equal to no more than

a maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company during such given year (“Leak-Out

The Leak-Out Period shall come into effect on the day that is the Lock Up Period Termination Date and remain effective

on a yearly basis, for a period of 10 (ten) years thereafter, after which the Leak-Out Period will automatically terminate and become

null and void.

For clarity purposes the Remainder of the Warrant shall become freely exercisable at any time or times beginning on

June 29, 2034, and until the Termination Date .

E Preferred Stock

July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock.

Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock have

been designated as Series E Preferred Stock.

The holders of the Series E Convertible Preferred Stock shall not be entitled to receive

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.

11 – NONCONTROLLING INTEREST

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, 2024, and 2023, the accumulative noncontrolling interest is $ 784,777 , respectively.

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

OPERATING LEASE LIABILITIES

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.

13, 2022, there was a change in the ownership percentages, as PJN returned 490,000 shares, representing their 49 % ownership.

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.

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

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.

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.

The Company and the subleasee have agreed

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

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;

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

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

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.

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

the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less.

assets are summarized below:

SCHEDULE OF RIGHT-OF-USE ASSETS

Office and warehouse lease

and warehouse lease

Accumulated amortization

Right-of-use assets, net

Operating lease liabilities are summarized as follows:

lease liabilities are summarized as follows:

SCHEDULE OF OPERATING LEASE LIABILITIES

Lease liability

Less current portion

Long term portion

Maturity of lease liabilities are as follows:

current portion

of lease liabilities are as follows:

SCHEDULE OF MATURITY OF LEASE LIABILITIES

For the year ending December 31, 2025

For the year ending December 31, 2026

the year ending December 31, 2026

the year ending December 31, 2027

the year ending December 31, 2028

present value discount

Lease liability

ended December 31, 2024, the Company recorded a credit of $ 2,234 to operating lease expense (after netting off the sublease income).

Company recorded $ 33,218 operating lease expense for the year ended December 31, 2023.

NOTE 14 – 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, 2024, and 2023.

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, 2024, and 2023 are summarized below:

SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS

Year ended December 31,

Cost of goods sold

Operating expenses

Income from discontinued operations

There are no assets as of December 31, 2024, and 2023,

as the secured lender has taken possession.

Liabilities of discontinued operations are separately reported as of December 31, 2024, and

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).

13 – DISCONTINUED OPERATIONS

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

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.

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:

OF LOSS FROM DISCONTINUED OPERATIONS

ended December 31,

of goods sold

from discontinued operations

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, 2024, and 2023:

Current liabilities

Year ended December 31,

Accounts payable and accrued liabilities

Current portion of notes payable

Deferred revenues

Total current liabilities of discontinued operations

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.

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.

NOTE 15 - INCOME TAXES

The Company provides for income taxes under ASC 740,

Accounting for Income Taxes.

ASC 740 requires the use of an asset and liability approach in accounting for income taxes.

assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and

the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation

allowance if, based on the weight of available evidence, it is more likely- than not that some or all of the deferred tax assets will

not be realized.

In assessing the need for a valuation allowance, management

must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets.

Based upon the historical

and anticipated future income, management has determined that the deferred tax assets do not meet the more-likely-than-not threshold for

realizability.

Accordingly, there is a full valuation allowance provided against the Company’s deferred tax assets as of December

31, 2024, and 2023.

A reconciliation of the provision for income taxes

determined at the U.S.

statutory rate to the Company’s effective income tax rate is as follows:

SCHEDULE OF PROVISION FOR INCOME TAXES

Year Ended December 31,

Pre-tax income (loss)

federal corporate income tax rate

Expected U.S.

income tax (credit)

Permanent differences

Change of valuation allowance

Effective tax expense

The Company had deferred tax assets as follows:

SCHEDULE OF DEFERRED TAX ASSETS

Net operating losses carried forward

Valuation allowance

Net deferred tax assets

As of December 31, 2024, the Company has approximately

$ 29,439,000 net operating loss carryforwards available to reduce future taxable income.

As of December 31, 2024, and 2023, the Company

has no material unrecognized tax benefits which would favourably affect the effective income tax rate in future periods and does not believe

that there will be any significant increases or decreases of unrecognized tax benefits within the next twelve months.

No interest or penalties

relating to income tax matters have been imposed on the Company during the years ended December 31, 2024, and 2023, and no provision for

interest and penalties is deemed necessary as of December 31, 2024, and 2023.

NOTE 16 – LOSS ASSOCIATED WITH EARLY TERMINATION

OF VENDOR AGREEMENT

In November 2022, the Company issued a purchase order

for 80 containers of solar panels to VSUN Solar USA, Inc.

(“VSUN”), based solely on an order the Company received from a customer

at that time.

The Company had remitted a deposit to VSUN of $ 2,395,768 in November 2022.

Because of market conditions that began to deteriorate

in early 2023 in the residential solar PV market and VSUN’s refusal to negotiate a price that would enable Ozop to realize a profit

on the order, the customer eventually cancelled the order in June 2023.

VSUN had already shipped 40 containers out of total 80 containers

to the US and the remaining 40 containers of products have not been produced by September 30, 2023.

The general terms and conditions of

the purchase order allowed Ozop 30 days free storage, and to be charged storage fees after the 30 days.

On November 6, 2023, the Company and VSUN entered

into a Termination Agreement (the “TA”) after negotiation.

Pursuant to the TA, the parties agreed to cancel the remaining

unpaid and/or not fully executed purchase orders the Company issued to VSUN, and to apply part of the vendor deposits (totaling $ 2,525,102

paid to VSUN) to unpaid storage fees of $ 556,884 and to a termination fee of $ 1,198,198 .

The combined amount of storage fees and termination

fee of $ 1,755,082 is classified separately as Loss associated with early termination of vendor agreement on the consolidated statements

of operations for the year ended December 31, 2023.

The remaining balance of the deposit of $ 770,020 was received on November 17, 2023.

In addition, VSUN shall retain the above 40 containers of products in storage as a result of the early termination.

The Company and VSUN

shall not have any further obligations under the purchase orders which shall be terminated, and the Company shall have no liability to

VSUN and VSUN shall have no liability to the Company as a result of or in connection with this termination.

NOTE 17 – SUBSEQUENT EVENTS

From January 1, 2025, through April 15, 2025, the

Company sold GHS an aggregate of 1,364,594,180 shares of common stock for proceeds of $ 295,965 net of offering costs.

On March 4, 2025, the Board of Directors of the Company

approved to amend the Company’s Articles of Incorporation (the “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 2025 Amendment with the State of Nevada on April 10, 2025 (see Note 11).

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

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 is delivered to GHS.

No put will be made in an amount equalling 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 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.

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:

payable and accrued liabilities

portion of notes payable

current liabilities of discontinued operations

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.

The Company’s understanding is Meraki

is a Pennsylvania limited liability company, controlled by Chis.

in the Current portion of notes payable are the principal balances of Huntington’s LOC of $ 344,166 and Term Loan of $ 134,681 .

interest and fees on the LOC and Term Loan debt $ 54,256 is included in accounts payable and accrued liabilities.

14 - INCOME TAXES

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:

OF INCOME BEFORE PROVISION FOR INCOME TAXES

$ ( 8,712,543 )

before provision for income taxes

$ ( 8,712,543 )

before provision for income taxes for the year ended December 31, 2024, was $ 6,198,161 .

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

OF RECONCILIATION OF TAXES AT THE FEDERAL STATUTORY RATE FOR INCOME TAXES

Ended December 31, 2025

Federal Income Tax rate

$ ( 1,829,634 )

income taxes, net of federal income tax benefit

effect of expenses that are not deductible for income tax purposes:

based compensation

in fair value derivatives of notes payable and warrants

of discounts on notes payable and warrants

of valuation allowance

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:

December 31, 2024

Statutory U.S.

federal income tax rate

State income taxes, net of federal income tax benefit

Tax effect of expenses that are not deductible for income tax purposes:

Change in fair value derivatives of notes payable and warrants

Amortization of discounts on notes payable and warrants

Change in Valuation Allowance

Effective tax rate

significant components of the deferred tax assets (liabilities) for the years ended December 31, 2025, and 2024, are summarized below:

OF DEFERRED TAX ASSETS

Net operating loss

Total deferred tax assets

tax liabilities

( 7,418,097 )

( 6,182,268 )

deferred tax assets

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

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.

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.

accordance with ASC 740, a valuation allowance must be established if it is more likely than not that the deferred tax assets will not

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

Therefore, no tax provision has been recorded for the years ended December 31, 2025, and 2024, respectively.

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.

Company is subject to income tax in the U.S., and certain state jurisdictions.

The Company has not been audited by the U.S.

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.

Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense.

interest or penalties have been recorded for the years ended December 31, 2025, and 2024, respectively.

15 – SUBSEQUENT EVENTS

Stock Split (see Note 1)

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.

Receivable, related party

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.

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.

Stock Sold to GHS

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.

Stock Issued for Conversions

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 .

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 .

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 .

Stock Issued for Services

March 2, 2026, the Company issued 300,000 shares of restricted common stock, pursuant to an agreement for advisory services.

April 20, 2026, the Company issued 300,000 shares of restricted common stock, pursuant to an agreement for advisory services.

Promissory Note Issuance

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.

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.

Promissory Note Issuance

January 22, 2026, the Company entered into a 12 % ,

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.

January 22, 2026, the Company entered into a 12 % , $ 147,000 face value convertible promissory note with a third-party due October 30,

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,

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.

Letter of Intent

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.

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.

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

What changed 10-K

Item 9A. Controls and Procedures