OZOP ENERGY SOLUTIONS, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures A review and evaluation was performed by the Company’s management, including the Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), as of the end of the period covered by this annual report on Form 10-K, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this annual report. Based on that review and evaluation, the CEO and CFO have concluded that as of December 31, 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. 16 Management’s Report on Internal Controls over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of our assets; ● Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our CEO and CFO have evaluated the effectiveness of our internal control over financial reporting as described in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report based upon criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). As a result of this evaluation, we concluded that our internal control over financial reporting was not effective as of December 31, 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: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. Inadequate Segregation of Duties : We have an inadequate number of personnel to properly implement control procedures. Lack of Audit Committee: We do not have a functioning audit committee, resulting in lack of independent oversight in the establishment and monitoring of required internal controls and procedures. We are committed to improving the internal controls and will (1) consider using third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing additional outside directors and audit committee members in the future. We have discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of these material weaknesses, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report. Changes in Internal Control over Financial Reporting There have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. 17 ITEM 9B. OTHER INFORMATION None . OFF BALANCE SHEET ARRANGEMENTS PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Identification of directors and executive officers . The names and ages of our directors and executive officers are set forth below. Also included is their principal occupation(s). Our By-Laws provide for up to four directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified. Name Age Position Beginning Brian Conway 54 Chief Executive Officer and Interim Chief Financial Officer February 28, 2020 Brian P. Conway, the Chief Executive Officer and Interim Chief Financial Officer, brings 20 years of proven success in marketing and business development for both private and publicly traded companies. Starting off in database management and sales for Venture Direct on Madison Avenue, he crossed over to Wall Street as a co-founder of Waypoint Capital Partners. During this time, he was responsible for national sales, marketing, business and product development, national account customers, and new business relations with international and US companies while creating awareness for public companies with many of the nation’s top public relations firms. From October 1, 2014, through August 31, 2019, Mr. Conway was the CEO, CFO and Director of Ngen Technologies, Inc. (f/k/a/ Liberated Solutions, Inc.). His relationships and experience with investment bankers, non-dilutive financing, and public relations should be instrumental in moving the Company forward. Family Relationships None Involvement in Certain Legal Proceedings No director, executive officer, significant employee, or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years. Corporate Governance Our Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our Board. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance. Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees. As with most small, early-stage companies until such time as our Company further develops our business, achieves a greater revenue base, and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent, and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our Board. 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. 18 Under the Code of Ethics, all members of the senior financial management shall: ● Act honestly and ethically in the performance of their duties at our company, ● Avoid actual or apparent conflicts of interest between personal and professional relationships, ● Provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submits to, the SEC and in other public communications by our company, ● Comply with rules and regulations of federal, state and local governments and other private and public regulatory agencies that effect the conduct of our business and our financial reporting, ● Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the member’s independent judgment to be subordinated ● Respect the confidentiality of information in the course of work, except when authorized or legally obtained to disclosure such information, ● Share knowledge and maintain skills relevant to carrying out the member’s duties within our company, ● Proactively promote ethical behavior as a responsible partner among peers and colleagues in the work environment and community, ● Achieve responsible use of and control over all assets and resources of our company entrusted to the member, and ● Promptly bring to the attention of the Chief Executive Officer any information concerning (a) significant deficiencies in the design or operating of internal controls which could adversely affect to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in our financial reporting or internal controls. Director Independence None of the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. In performing the functions of the audit committee, our board oversees our accounting and financial reporting process. In this function, our board performs several functions. Our board, among other duties, evaluates and assesses the qualifications of the Company’s independent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’s management and the independent auditors the results of the annual audit and the results of our quarterly financial statements. Our board as a whole will consider executive officer compensation, and our entire board participates in the consideration of director compensation. Our board as a whole oversees our compensation policies, plans and programs, reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers, if any, and administers our equity incentive and stock option plans, if any. Each of our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for director, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs and the credentials of the candidate at the time the candidate is proposed. Such factors include relevant business and industry experience and demonstrated character and judgment. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, persons who beneficially own more than 10% of a registered class of the Company’s equity securities, and certain other persons to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms. The Company does not believe that all of its directors, executive officers and greater than 10% beneficial owners complied with all such filing requirements during 2024. 19 ITEM 11. EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth information regarding compensation earned in or with respect to our fiscal years 2024 and 2023: (i) our principal executive officer or other individual serving in a similar capacity during the fiscal years 2024, and 2023; (ii) 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; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2024. Compensation information is shown for the fiscal years ended December 31, 2024, and 2023: Name and Principal Position Year Salary Bonus Stock Awards Option Awards All Other Compensation Total Brian P Conway (1) 2024 $ 960,000 $ - $ - $ — $ — $ 960,000 2023 $ 960,000 $ - $ - $ — $ — $ 960,000 (1) On February 28, 2020, Mr. Conway was appointed as the Company’s Chief Executive Officer. Value of Initial Fixed $100 Investment Based on: Year Summary Compensation on Table Total for PEO Compensation Actually Paid to PEO Average Summary Compensation on Table Total for Non-PEO NEOs Average Compensation Actually Paid to Non-PEO NEOs Total Shareholder Return Total Shareholder Return of Peer Group Net Income (Loss) 2024 $ 960,000 $ 960,000 $ - $ - -47.1 % N/A $ (6,198,161 ) 2023 $ 960,000 $ 960,000 $ - $ - -66.0 % N/A $ (7,369,681 ) 2022 $ 1,090,000 $ 1,090,000 $ - $ - -84.7 % N/A $ 6,025,812 2024 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 Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Conway received an initial annual salary of $120,000, for his position of CEO of the Company, payable monthly. Pursuant to the contract, Mr. Conway was issued 2,500 shares of Series C Preferred Stock, and on August 28, 2020, Mr. Conway was issued 1,333 shares of Series D Preferred stock and 500 shares of Series E Preferred Stock. Effective January 1, 2022, the Company entered into an employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway received a $250,000 contract renewal bonus (included in the year ended December 31, 2022) and receives annual compensation of $240,000 from the Company and will also be eligible to receive bonuses and equity grants at the discretion of the BOD. The Company also agreed to compensate Mr. Conway for services provided directly to any of the Company’s subsidiaries. Currently, the subsidiaries of Ozop Capital, OES and OED, each compensates Mr. Conway $20,000 per month. Other than the foregoing, currently, we do not have any written employment agreement or other formal compensation agreements with our officers and directors. Compensation arrangements are the subject of ongoing development, and we will make appropriate additional disclosures as they are further developed and formalized. 20 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. ITEM 12. 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. Name and Title: Class of Security Amount of beneficial ownership Percent of Class (1) Executive Officers and Directors: Brian P Conway, CEO and Director (2) Common Stock 3,697,375,610 30.4 % Series C Preferred Stock 2,500 100.0 % Series D Preferred Stock 1,333 99.9 % (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. Series C Preferred Stock has no conversion rights. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock multiplied by the number of Series D shares being converted. Series D Preferred Stock has no voting rights. (2) Includes 1,333 shares of Series D Preferred Stock convertible into 3,697,375,610 shares of common stock. Item 13. 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. Item 14. Principal Accountant Fees and Services The following is a summary of the fees billed to us by Prager Metis CPAs LLC, our independent registered public accounting firm, for professional services rendered for the fiscal years ended December 31, 2024, and 2023. 2024 2023 Audit Fees (1) $ 138,500 $ 125,000 Total Fees $ 138,500 $ 125,000 (1) Audit Fees are fees paid for professional services rendered for the audit of the Company’s annual consolidated financial statements, reviews of the Company’s interim consolidated financial statements and statutory audit requirements at certain non-U.S. locations. 21 PART IV Item 15. Exhibits, Financial Statement Schedules (a) 1. Financial Statements The financial statements and Reports of Independent Registered Public Accounting Firms are listed in the “Index to Financial Statements and Schedules” on page F-1 and included on pages F-2 to F-27. 2. Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein. 3. Exhibits (including those incorporated by reference). Exhibit No. Description 2.1 Share Exchange Agreement dated April 5, 2018 by and among Newmarkt Corp., the shareholders of Ozop Surgical, Inc., Ozop Surgical, Inc. and Denis Razvodovskij (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on April 19, 2018). 2.2 Stock Purchase Agreement dated June 26, 2020, by and among Ozop Surgical Corp., Power Conversion Technologies, Inc. and Catherine Chis (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 29, 2020). 2.3 Merger Agreement and Plan of Merger between Ozop Surgical Corp. and Ozop Surgical Name Change Subsidiary, Inc. (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on November 13, 2020). 3.1 Articles of Incorporation (Incorporated by reference to our General Form for Registration of Securities on Form S-1 filed on August 1, 2016) 3.2 Bylaws (Incorporated by reference to our General Form for Registration of Securities on Form S-1 filed on August 1, 2016) 3.3 Certificate of Amendment of Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on May 8, 2018 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on May 14, 2018). 3.4 Certificate of Designations for Series B Preferred Stock. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on April 2, 2019). 3.5 Amended and Restated Bylaws of Ozop Surgical Corp. adopted on May 22, 2019. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on May 22, 2019). 3.6 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on July 25, 2019. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on July 30, 2019). 3.7 Certificate of Designation of Series C Preferred Stock. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on September 24, 2019). 3.8 Certificate of Withdrawal of Series B Preferred Stock. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on September 24, 2019). 3.9 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on October 29, 2019. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on October 31, 2019). 3.10 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on December 30, 2020, (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on December 31, 2019). 22 3.11 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on January 21, 2020. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on February 7, 2020). 3.12 Amended and Restated Certificate of Designation of Series C Preferred Stock. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on February 5, 2020). 3.13 Amendment to Certificate of Designation of Series C Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on July 10, 2020). 3.14 Certificate of Designation of Series D Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on July 10, 2020). 3.15 Certificate of Designation of Series E Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed on July 10, 2020). 3.16 Articles of Incorporation of Ozop Surgical Name Change Subsidiary, Inc. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on November 13, 2020). 3.17 Articles of Merger between Ozop Surgical Corp. and Ozop Surgical Name Change Subsidiary, Inc. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on November 13, 2020). 3.18 Amended and Restated Certificate of Designation Series D Preferred Stock dated July 27, 2021 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on August 2, 2021). 3.19 Advisory agreement between Ozop Capital and RMA dated September 1, 2021 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on September 2, 2021) 10.1 Binding Letter of Intent dated February 28, 2020, by and between Ozop Surgical Corp. and Power Conversion Technologies, Inc, and Catherine Chis, (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on February 28, 2020). 10.2+ Employment Agreement dated February 28, 2020, by and between Ozop Surgical Corp. and Brian Conway, (Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on February 28, 2020). 31.1* Certification of Chief Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. + Management contract or compensatory plan or arrangement. ITEM 16. FORM 10-K SUMMARY Not applicable. 23 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Ozop Energy Solutions, Inc. By: /s/ Brian P. Conway Brian P. Conway Chief Executive Officer Date: 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 indicated. Signature Title Date /s/ Brian P. Conway Brian P. Conway Chairman and Chief Executive Officer (principal executive officer) April 15, 2025 24 OZOP ENERGY SOLUTIONS, INC. COSOLIDATED FINANCIAL STATEMENTS Table of Contents Page Report of Independent Registered Public Accounting Firm (PCAOB ID # 273 ) F-2 Consolidated Balance Sheets as of December 31, 2024, and 2023 F-3 Consolidated Statements of Operations for the years ended December 31, 2024, and 2023 F-4 Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024, and 2023 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2024, and 2023 F-7 Notes to Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Ozop Energy Solutions, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Ozop Energy Solutions, Inc. (the “Company”) as of December 31, 2024, and 2023, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2024, and 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024, and 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the consolidated financial statements, as of December 31, 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 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. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters for the current period. /s/ Prager Metis CPAs LLC We have served as the Company’s auditor since 2018 Hackensack, New Jersey April 15, 2025 F- 2 OZOP ENERGY SOLUTIONS, INC. CONSOLIDATED BALANCE SHEETS 2024 2023 December 31, 2024 2023 ASSETS Current Assets Cash $ 797,139 $ 1,446,029 Prepaid expenses 64,851 75,103 Accounts receivable 80,003 168,770 Inventory 10,673 1,089,979 Total Current Assets 952,666 2,779,881 Operating lease right-of-use asset, net 226,692 372,451 Property and equipment, net 561,399 618,899 Other assets 13,408 13,408 TOTAL ASSETS $ 1,754,165 $ 3,784,639 LIABILITIES AND STOCKHOLDERS’ DEFICIT Liabilities Current Liabilities Accounts payable and accrued expenses $ 10,947,676 $ 8,026,784 Related party liabilities 60,000 - Convertible notes payable 25,000 25,000 Current portion of notes payable, net of discounts 20,241,164 18,837,500 Derivative liabilities 210,493 1,216,078 Operating lease liability, current portion 163,727 147,993 Deferred liability 502,610 490,495 Liabilities of discontinued operations 1,034,811 1,038,384 Total Current Liabilities 33,185,481 29,782,234 Long Term Liabilities Notes payable, net of discount - 284,203 Operating lease liability, net of current portion 72,662 236,389 TOTAL LIABILITIES 33,258,143 30,302,826 COMMITMENTS AND CONTINGENCIES - - Stockholders’ Deficit Preferred stock ( 10,000,000 shares authorized, par value $ 0.001 ) Series C Preferred Stock ( 50,000 shares authorized and 2,500 shares issued and outstanding, par value $ 0.001 ) 3 3 Series D Preferred Stock ( 4,570 shares authorized and 1,334 shares issued and outstanding, par value $ 0.001 ) 1 1 Series E Preferred Stock ( 3,000 shares authorized, - 0 - shares issued and outstanding, par value $ 0.001 ) - - Preferred Stock - - Common stock ( 8,990,000,000 shares authorized, par value $ 0.001 ; 7,086,021,742 and 5,481,513,400 shares issued and outstanding as of December 31, 2024, and 2023, respectively) 7,086,021 5,481,513 Treasury stock, at cost, 47,500 shares of Series C Preferred Stock and 18,667 shares of Series D Preferred Stock ( 11,249,934 ) ( 11,249,934 ) Common stock to be issued; 637,755 shares 638 638 Additional paid in capital 198,312,711 198,704,849 Accumulated deficit ( 224,868,641 ) ( 218,670,480 ) Total Ozop Energy Solutions, Inc. stockholders’ deficit ( 30,719,201 ) ( 25,733,410 ) Noncontrolling interest ( 784,777 ) ( 784,777 ) TOTAL STOCKHOLDERS’ DEFICIT ( 31,503,978 ) ( 26,518,187 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,754,165 $ 3,784,639 The accompanying notes are an integral part of these consolidated financial statements. F- 3 OZOP ENERGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS 2024 2023 For the Year Ended December 31, 2024 2023 Revenue $ 1,342,653 $ 4,760,705 Cost of revenue 1,187,180 5,367,636 Gross profit (loss) 155,473 ( 606,931 ) Operating expenses: General and administrative, related parties 960,000 960,000 Loss associated with early termination of vendor agreement - 1,755,082 General and administrative, other 2,659,155 2,929,899 Total operating expenses 3,619,155 5,644,981 Loss from continuing operations ( 3,463,682 ) ( 6,251,912 ) Other (income) expenses: Interest expense 4,014,997 4,351,333 Gain on change in fair value of derivatives ( 1,005,585 ) ( 3,212,113 ) Gain on litigation settlement ( 271,360 ) - Total Other (Income) Expenses 2,738,052 1,139,220 Loss from continuing operations before income taxes ( 6,201,734 ) ( 7,391,132 ) Income tax provision - - Net loss from continuing operations ( 6,201,734 ) ( 7,391,132 ) Discontinued Operations: Income from discontinued operations, net of tax 3,573 21,451 Net loss $ ( 6,198,161 ) $ ( 7,369,681 ) Loss from contuining operations per share of common stock basic and fully diluted $ ( 0.00 ) $ ( 0.00 ) Income from discontinued operations per share of common stock basic and fully diluted $ 0.00 $ 0.00 Loss per share basic and fully diluted $ ( 0.00 ) $ ( 0.00 ) 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. F- 4 OZOP ENERGY SOLUTIONS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2024 Shares Amount Shares Amount Shares Amount Shares Amount Treasury Stock Capital Deficit Interest Equity (Deficit) Common stock to be issued Series C Preferred Stock Series D Preferred Stock Common Stock Treasury Additional Paid-in Accumulated Noncontrolling Total Stockholders’ Equity Shares Amount Shares Amount Shares Amount Shares Amount Stock Capital Deficit Interest (Deficit) Balances January 1, 2024 637,755 $ 638 2,500 $ 3 1,334 $ 1 5,481,513,400 $ 5,481,513 $ ( 11,249,934 ) $ 198,704,849 $ ( 218,670,480 ) $ ( 784,777 ) $ ( 26,518,187 ) Issuance of shares of common stock sold, net of issuance costs of $ 43,569 - - - - - - 1,604,508,342 1,604,508 - ( 392,138 ) - - 1,212,370 Net loss - - - - - - - - - - ( 6,198,161 ) - ( 6,198,161 ) Balances December 31, 2024 637,755 $ 638 2,500 $ 3 1,334 $ 1 7,086,021,742 $ 7,086,021 $ ( 11,249,934 ) $ 198,312,711 $ ( 224,868,641 ) $ ( 784,777 ) $ ( 31,503,978 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 OZOP ENERGY SOLUTIONS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2023 Total Common stock to be issued Series C Preferred Stock Series D Preferred Stock Common Stock Treasury Additional Paid-in Accumulated Noncontrolling Total Stockholders’ Equity Shares Amount Shares Amount Shares Amount Shares Amount Stock Capital Deficit Interest (Deficit) Balances January 1, 2023 637,755 $ 638 2,500 $ 3 1,334 $ 1 4,771,275,349 $ 4,771,275 $ ( 11,249,934 ) $ 197,586,824 $ ( 211,300,799 ) $ ( 784,777 ) $ ( 20,976,769 ) Balance 637,755 $ 638 2,500 $ 3 1,334 $ 1 4,771,275,349 $ 4,771,275 $ ( 11,249,934 ) $ 197,586,824 $ ( 211,300,799 ) $ ( 784,777 ) $ ( 20,976,769 ) Issuance of shares of common stock sold, net of issuance costs of $ 58,230 - - - - - - 710,238,051 710,238 - 1,118,025 - - 1,828,263 Issuance of shares of common stock sold, net of issuance costs - - - - - - 710,238,051 710,238 - 1,118,025 - - 1,828,263 Net loss - - - - - - - - - - ( 7,369,681 ) - ( 7,369,681 ) Balances December 31, 2023 637,755 $ 638 2,500 $ 3 1,334 $ 1 5,481,513,400 $ 5,481,513 $ ( 11,249,934 ) $ 198,704,849 $ ( 218,670,480 ) $ ( 784,777 ) $ ( 26,518,187 ) Balance 637,755 $ 638 2,500 $ 3 1,334 $ 1 5,481,513,400 $ 5,481,513 $ ( 11,249,934 ) $ 198,704,849 $ ( 218,670,480 ) $ ( 784,777 ) $ ( 26,518,187 ) The accompanying notes are an integral part of these consolidated financial statements. F- 6 OZOP ENERGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS 2024 2023 For the Year Ended December 31, 2024 2023 Cash flows from operating activities: Net loss from continuing operations $ ( 6,201,734 ) $ ( 7,391,132 ) Net income from discontinued operations 3,573 21,451 Net loss ( 6,198,161 ) ( 7,369,681 ) Adjustments to reconcile net loss to net cash used in operating activities Non-cash interest expense 1,119,461 1,465,518 Amortization and depreciation 214,372 230,134 Gain on fair value change of derivatives ( 1,005,585 ) ( 3,212,113 ) Inventory write-down 134,025 1,495,978 Termination costs of vendor agreements - 1,755,082 Income on forfeited customer deposit - ( 250,000 ) Changes in operating assets and liabilities: Accounts receivable 88,767 4,381 Inventory 945,281 1,015,069 Prepaid expenses 10,251 ( 15,699 ) Vendor deposits - 1,298,739 Accounts payable and accrued expenses 2,920,894 2,937,774 Related party liabilities 60,000 - Deferred revenue 12,115 495 Operating lease liabilities ( 147,993 ) ( 133,508 ) Net cash used in continuing operations ( 1,846,573 ) ( 777,831 ) Net cash used in discontinued operations ( 3,573 ) ( 21,451 ) Net cash used in operating activities ( 1,850,146 ) ( 799,282 ) Cash flows from investing activities: Purchase of office and computer equipment ( 11,114 ) ( 2,162 ) Net cash uesd in investing activities ( 11,114 ) ( 2,162 ) Cash flows from financing activities: Proceeds from sale of common stock, net of costs 1,212,370 1,828,263 Payments of principal of notes payable - ( 950,000 ) Net cash provided by financing activities 1,212,370 878,263 Net increase (decrease) in cash ( 648,890 ) 76,819 Cash, Beginning of year 1,446,029 1,369,210 Cash, End of year $ 797,139 $ 1,446,029 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. F- 7 OZOP ENERGY SOLUTIONS, INC. Notes to Consolidated Financial Statements December 31, 2024 NOTE 1 - ORGANIZATION Business Ozop Energy Solutions, Inc. (the” Company,” “we,” “us” or “our”) was originally incorporated as Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada. On July 10, 2020, the Company entered into a Stock Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc., a Pennsylvania corporation (“PCTI”), and Catherine Chis (“Chis”), PCTI’s Chief Executive Officer (“CEO”) and its sole shareholder. Under the terms of the SPA, the Company acquired one thousand ( 1,000 ) shares of PCTI, which represents all of the outstanding shares of PCTI, from Chis in exchange for the issuance of 47,500 shares of the Company’s Series C Preferred Stock, 18,667 shares of the Company’s Series D Preferred Stock, and 500 shares of the Company’s Series E Preferred Stock to Chis. On October 29, 2020, the Company formed a new wholly owned subsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation (“Merger Sub”). The Merger Sub was formed under the Nevada Revised Statutes for the sole purpose and effect of changing the Company’s name to “Ozop Energy Solutions, Inc.” That same day the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Merger Sub and filed Articles of Merger (the “Articles of Merger”) with the Nevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020. As permitted by the Section 92.A.180 of the Nevada Revised Statutes, the sole purpose and effect of the filing of Articles of Merger was to change the name of the Company from Ozop Surgical Corp to “Ozop Energy Solutions, Inc.” On December 11, 2020, the Company formed Ozop Energy Systems, Inc. (“OES”), a Nevada corporation and a wholly owned subsidiary of the Company. OES was formed to be a manufacturer and distributor of renewable energy products. On August 19, 2021, the Company formed Ozop Capital Partners, Inc. (“Ozop Capital”), a Delaware corporation and a wholly owned subsidiary of the Company. Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital. On October 29, 2021, EV Insurance Company, Inc. (“EVCO”) was formed as a captive insurance company in the State of Delaware. EVCO is a wholly owned subsidiary of Ozop Capital. On January 7, 2022, EVCO filed with New Castle County, Delaware DBA OZOP Plus. On February 25, 2022, the Company formed Ozop Engineering and Design, Inc. (“OED”) a Nevada corporation, as a wholly owned subsidiary of the Company. OED was formed to become a premier engineering and lighting control design firm. OED offers product and design support for lighting and solar projects with a focus on fast lead times and technical support. OED and our partners are able to offer the resources needed for lighting, solar and electrical design projects. OED will provide customers systems to coordinate the understanding of electrical usage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs. We work with architects, engineers, facility managers, electrical contractors and engineers. On June 11, 2024, the Company formed Automated Room Controls, Inc. (“ARC”) a Nevada corporation, as a wholly owned subsidiary of the Company. ARC was created to address a significant need in the lighting controls industry. ARC’s personnel has extensive experience in lighting controls since 2012, bringing together IT specialists and lighting control experts. We believe that easy deployment and creative applications can transform lighting controls into essential tools for enhancing the utility and ambiance of any space. The Company’s mission is to deliver cutting-edge technology that simplifies complex control needs, ensuring seamless integration and exceptional performance. 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 dates. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for one year from the date of the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. F- 8 Management’s Plans As a public company, Management believes it will be able to access the public equities market for fund raising for product development, sales and marketing and inventory requirements as we expand our distribution in the U.S. market. On May 2, 2023, the Company entered into an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $ 10,000,000 of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement on July 19, 2023, the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred fifty percent (250%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS. No put will be made in an amount 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. Equipment Distributor: 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 California. Pursuant to the Sublease agreement, the third party will be responsible for all of the Company’s lease obligations through May 31, 2026, the lease termination date. The Company and the subleasee have agreed to work together regarding any existing Company inventory in the facility. Modular Energy Distribution System: The NeoVolt ™ System comprises the design engineering, installation, and operational methodologies as well as the financial arbitrage of how we produce, capture and distribute electrical energy for the EV markets. Our NeoVolt TM System offers (1) charging locations that can be installed with reduced delays, restricted areas or load limits and (2) EV charger electricity that is produced from renewable sources claiming little to no carbon footprint. The Company has developed a business plan for NeoVolt™, a scalable battery storage solution that aims to relieve the stress on existing grid infrastructure by providing distributed energy storage. With the first stage of engineered technical drawings completed, we are advancing to stage two and preparing to construct the initial prototype or proof of concept (PoC). NeoVolt™ is designed with advanced features, including automatic adoption of connected devices and dynamic load balancing through a master-slave configuration. These capabilities enable NeoVolt™ to seamlessly integrate with and manage energy flows across multiple devices. Furthermore, the PoC is contingent upon recent advancements in EV charging and discharging standardizations, including on-board inverters and bi-directional capabilities, to ensure compatibility and efficiency in both residential and commercial applications. 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. F- 9 Ozop Plus markets vehicle service contracts (“VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners’ concerns are the EV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear on additional components that EV vehicles experience. Management believes that the Ozop Plus marketed VSC’s will give “peace of mind” to the EV buyer. On October 23, 2024, Ozop Capital Partners, Inc. entered into an agreement with Empire Auto Protect (“Empire”). Under the agreement, Empire will white label Royal Administration’s Fully Charged VSC, to be marketed as Empire Plus. OZOP Plus will be ceded the battery premium portion of all of the Empire Plus VSC’s contracted. ARC 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”). The consolidated financial statements include the accounts of the Company and the Company’s wholly owned subsidiaries Ozop Energy Systems, Inc. (“OES”), Ozop Capital Partners, Inc. (“Ozop Capital”), Ozop Engineering and Design, Inc. (“OED), Automated Room Controls, Inc. (“ARC”), Power Conversion Technologies, Inc. (“PCTI”), Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash is maintained at a major financial institution. Accounts held at U.S. financial institutions are insured by the FDIC up to $ 250,000 . The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. Cash and cash equivalent balances may, at certain times, exceed federally insured limits. The Company has no cash equivalents at December 31, 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: SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR Sales % Year Ended December 31, 2024 Sales % Year Ended December 31, 2023 Accounts receivable balance December 31, 2024 Customer A 64 % - % $ - Customer B 18 % 4 % $ - Customer C 4 % 87 % $ - F- 10 Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. As of December 31, 2024, two customers represented approximately 60 % and 22 %, respectively of our outstanding accounts receivable. As of December 31, 2023, three customers represented approximately 42 %, 32 %, and 15 %, respectively of our outstanding accounts receivable. Inventory Inventories are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs consist of finished goods. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues. Based on 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 Building 10 - 25 years Office furniture and equipment 3 - 5 years Warehouse equipment 7 years Revenue Recognition The Company recognizes revenue in accordance with ASC 606, from the commercial sales of products or providing services by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. The Company has no outstanding contracts with any of its’ customers. The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on the applicable shipping terms for product sales or upon delivery of service to the customer for installation services. Any advance payments are recorded as current liability until revenue is recognized. For product sales contracts with customers, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the product by the customer and without significant judgments. For the periods covered herein, we did not have post shipment obligations such as training or installation, customer acceptance provisions, credits and discounts, rebates and price protection, or other similar privileges. For installation services contracts with customers, the Company invoices the customer upon completion of the job and recognizes revenue based on the invoiced amount. The following table disaggregates our revenue by major source for the years ended December 31, 2024, and 2023: SCHEDULE OF DISAGGREGATION OF REVENUE 2024 2023 Years ended December 31, 2024 2023 Sourced and distributed products $ 1,042,022 $ 4,544,855 OED Installations 300,631 215,850 Total $ 1,342,653 $ 4,760,705 F- 11 Advertising and Marketing Expenses The Company expenses advertising and marketing costs as incurred. 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 instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized 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 Statements: Discontinued Operations , a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meet the criteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations. On September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of a discontinued operation. Accordingly, the operating results of PCTI are reported as net income (loss) from discontinued operations in the accompanying consolidated financial statements for the years ended December 31, 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. 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. F- 12 Initial Measurement The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement – Financial Instruments Classified as Liabilities The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in the fair value of its financial instruments classified as liabilities are recorded as other income (expenses). Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. From time to time, certain of the Company’s embedded conversion features on debt and outstanding warrants have been treated as derivative liabilities for accounting purposes under ASC 815 due to insufficient authorized shares to fully settle conversion features of the instruments if exercised. In this case, the Company utilized the latest inception date sequencing method to reclassify outstanding instruments as derivative instruments. These contracts were recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled. 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 level: SCHEDULE OF DERIVATIVE INSTRUMENTS December 31, 2024 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 210,493 $ 210,493 December 31, 2023 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 1,216,078 $ 1,216,078 Leases 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: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. F- 13 Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company used an incremental borrowing rate of 7.5 % , for the existing lease, based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized pursuant to on a straight-line basis over the lease term and is included in rent in the consolidated statements of operations. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. 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: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2024 December 31, 2023 Convertible preferred stock (1) 10,629,032,613 8,222,270,100 Unexercised common stock purchase warrants (1) 732,024,518 1,107,024,518 Convertible notes payable (1) 128,575,444 41,132,251 Promissory notes payable (1) 1,225,410,959 379,556,809 Total 12,715,043,534 9,749,983,678 (1) The potentially dilutive shares included in the above table are limited whereby the conversion or exercise cannot result in the beneficial owner holding more than 4.99 % of the then outstanding shares of common stock subsequent to any conversion or exercise. These shares were excluded from the diluted per share calculation because the effect of including these potential shares was anti-dilutive due to the Company’s net loss position. F- 14 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 adopted Income Taxes In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others. ASU 2023-09 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. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. The prescribed categories include, among other things, purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Additionally, entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within fiscal years beginning after December 15, 2027. The guidance can be applied prospectively with an option for retrospective application. Early adoption is also permitted. We are currently evaluating the provisions of this ASU. NOTE 4 – PROPERTY AND EQUIPMENT The following table summarizes the Company’s property and equipment: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2024 December 31, 2023 Office equipment $ 235,846 $ 224,733 Building and building improvements 600,000 600,000 Property plant and equipment, gross 600,000 600,000 Less: Accumulated depreciation ( 274,447 ) ( 205,834 ) Property and Equipment, Net $ 561,399 $ 618,899 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 . F- 15 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: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Derivative liabilities associated with warrants Derivative liabilities associated with convertible notes Total derivative liabilities Balance January 1, 2023 $ 4,285,400 $ 28,870 $ 4,314,270 Fair value of issuances during the year 113,921 - 113,921 Change in fair value ( 3,212,245 ) 132 ( 3,212,113 ) Balance December 31, 2023 1,187,076 29,002 1,216,078 Fair value of issuances during the year - - - Change in fair value ( 1,010,973 ) 5,388 ( 1,005,585 ) Balance December 31, 2024 $ 176,103 $ 34,390 $ 210,493 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 $ 45,000 $ 45,000 Other, due on demand, interest at 6 %, currently in default 50,000 50,000 Note payable $ 750,000 face value, interest at 12 % or 24 % (if default), matured August 24, 2021 , in default 375,000 375,000 Note payable $ 389,423 face value, interest at 15 %, matures November 6, 2025 , net of discount of $ 48,259 (2024) and $ 105,220 (2023) 341,164 284,203 Note payable $ 1,000,000 face value, interest at 12 % or 24 % (if default), matured November 13, 2021 , in default 1,000,000 1,000,000 Note payable $ 2,200,000 face value, interest at 15 %, matured October 31, 2024 , net of discount of $ 0 (2024) and $ 141,667 (2023), in default 2,200,000 2,058,333 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 11,110,000 10,401,667 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 3,300,000 3,087,500 Note payable $ 3,020,000 face value, matured March 31, 2023 , in default 1,820,000 1,820,000 Sub-total notes payable, net of discount 20,241,164 19,121,703 Less long-term portion, net of discount - 284,203 Current portion of notes payable, net of discount $ 20,241,164 $ 18,837,500 F- 16 On November 11, 2022, the Company entered into a non-interest bearing, $ 3,020,000 face value promissory note with a third-party lender with scheduled weekly payments and a maturity date of March 31, 2023 . In exchange for the issuance of the $ 3,020,000 note, inclusive of an original issue discount of $ 250,000 , and the reclass of $ 260,000 from accounts payable and accrued expenses the Company received proceeds of $ 2,510,000 on November 11, 2022, from the lender. Through December 31, 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, 2023. 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. As of December 31, 2024, and 2023, the outstanding principal balance of this note was $ 3,300,000 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 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. On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15 % per annum. The Company issued 250,000,000 warrants at an exercise price of $ 0.0067 and with an expiration of October 31, 2025 , in exchange for the extension. The warrants were valued at $ 1,700,000 by the Black-Scholes option pricing method and 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. As of December 31, 2024, and 2023, the outstanding principal balance of this note was $ 2,200,000 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. F- 17 On November 13, 2020, the Company entered into a 12 %, $ 1,000,000 face value promissory note with a third-party due November 13, 2021 . Principal payments shall be made in six instalments of $166,667 commencing 180 days from the issue date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the maturity date . The Company received proceeds of $ 890,000 on November 20, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 110,000 . In conjunction with this note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 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. 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, 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 is in discussions with the lender regarding the extension of the maturity date of this note. On November 6, 2020, the Company entered into a Settlement Agreement with the holder of $ 120,000 of convertible notes with accrued and unpaid interest of $ 8,716 and a $ 210,000 Promissory Noted dated June 23, 2020, with accrued and unpaid interest of $ 15,707 . The Company issued a new 12 % Promissory Note with a face value of $ 389,423 and a maturity date of November 6, 2023, and was in default. In conjunction with this settlement, the Company issued a warrant to purchase 60,000,000 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 % per annum. The Company issued 60,000,000 warrants at an exercise price of $ 0.0019 and with an expiration of November 6, 2026, in exchange for the extension. The warrants were valued at $ 113,921 by the Black-Scholes option pricing method and 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 $ 389,423 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 . 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 122,950,819 shares of common stock at an exercise price of $ 0.0061 , subject to adjustments and expires on the five-year anniversary of the Issue Date. As of December 31, 2024, and 2023, the outstanding principal balance of this note was $ 375,000 . This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law . As of December 31, 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 %. 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. F- 18 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 Agreement”). Mr. Conway’s compensation as adjusted was $ 20,000 per month. Effective January 1, 2022, the Company entered into a new employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway 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 Mr. Conway for services provided directly to any of the Company’s subsidiaries. Currently, the subsidiaries of Ozop Capital, OES and OED, each compensates Mr. Conway $ 20,000 per month. Management Fees and Related Party Payables For the years ended December 31, 2024, and 2023, 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 Agreements On September 1, 2021, Ozop Capital entered into an advisory agreement (the “RMA Agreement”) with Risk Management Advisors, Inc. (“RMA”). Pursuant to the terms of the RMA Agreement, RMA will assist Ozop Capital in analyzing, structuring, and coordinating Ozop Capital’s participation in a captive insurance company. RMA will coordinate legal, accounting, tax, actuarial and other services necessary to implement the Company’s participation in a captive insurance company, including, but not limited to, the preparation of an actuarial feasibility study, filing of all required regulatory applications, domicile selection, structural selection, and coordination of the preparation of legal documentation. The fee for these services was $ 100,000 . Ozop Capital agreed to pay $ 50,000 and to issue $ 50,000 of shares of restricted common stock. The parties agreed to a reduced fee of $ 48,000 for the years ended December 31, 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 to pay Mr. Chaudry $ 227,200 (the “Outstanding Fees”) in certain increments as set forth in the Separation Agreement. As of December 31, 2024, and 2023, 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 14, 2022 . The Complaint alleges that former employees would place an order from a customer for purchase of product from OZOP with funds the exact source of which is presently unknown. OZOP alleges that next, the customer would sell that product to OZOP’s customers at a price marked up from the price for which the customer purchased from OZOP – to the benefit of Defendants and to the detriment of OZOP, their employer at the time. The Complaint further alleges that the former employees falsely represented that the price the customer was obtaining from other suppliers and therefore was willing to pay for OZOP product decreased, which allowed them to use the customer to then sell additional product to OZOP’s customers at increasingly larger margins, thus further wrongfully enriching themselves to the detriment of their employer, OZOP. The lawsuit also alleges that the employees were also making false statements to Ozop’s customers regarding the financial condition of Ozop and the lack of module inventory. On April 4, 2024, the Company executed a Settlement Agreement (the “Settlement”) with its former employees and Your Home Solutions Corp (“YHS”). YHS and the former employees were all defendants (the “Defendants”) in the Complaint. Pursuant to the terms of the Settlement, the Defendants paid the Company $ 1,125,000 during the year ended December 31, 2024. In exchange, the Company agreed to release all Defendants from the lawsuit and to deliver 11 containers of solar panels. Upon the receipt of the $ 1,125,000 and the delivery of the 11 containers, and pursuant to the Settlement, the Company recorded sales of $ 728,640 , a credit of $ 125,000 to legal expense and for the year ended December 31, 2024, recorded a gain on litigation settlement of $ 271,360 . F- 19 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 Common stock 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 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. Conway. Series D Preferred Stock On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock. On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 18,667 shares of Series D preferred Stock to Chis, and on August 28, 2020, pursuant to Mr. Conway’s employment agreement, the Company issued 1,333 shares of Series D Preferred Stock to Mr. Conway. On July 13, 2021, the Company purchased 18,667 shares of the Company’s Series D Preferred Stock held by Chis. On July 27, 2021, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation of Series D Preferred Stock (the “Series D Amendment”). Under the terms of the Series D Amendment, 4,570 shares of the Company’s preferred stock will be designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled to receive dividends. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock and multiply that result by the number of shares of Series D Convertible Preferred Stock being converted. Except as provided in the Series D Amendment or as otherwise required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights. On July 28, 2021, the Company closed on a Stock and Warrant Purchase Agreement (the “Series D SPA”). Pursuant to the terms of Series D SPA, an investor in exchange for $ 13,200,000 purchased one share of Series D Preferred Stock, and a warrant to acquire 3,236 shares of Series D Preferred Stock. As of December 31, 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. F- 20 The warrant has a 15 - year term and Partial Warrant Lock Up and Leak-Out Period. The Holder may only exercise the Warrant and purchase Warrant Shares as follows: i. Up to 162 (one hundred and sixty-two) Warrant Shares, at any time or times on or after five (5) business days from the closing of the Series D SPA (“the Initial Exercise Date”) subject to up to a maximum number of Warrant Shares that, if converted, would be equal to no more than a maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company and no later than on or before the 15 th year anniversary of the Initial Exercise Date (“the Termination Date”); and ii. The Remainder of the Warrant representing up to 3,074 (three thousand and seventy-four) Warrant Shares (“Remaining Warrant Shares”) shall be locked up for a period of 36 (thirty-six) months from the Initial Exercise Date (“Lock Up Period”) and shall become exercisable at any time or times from the date that is the 36 (thirty-six) month anniversary of the Initial Exercise Date (“Lock Up Period Termination Date”) and no later than on or before the Termination Date, as follows: a. During every 1 (one) year period, starting on the day that is the Lock Up Period Termination Date, the Holder shall have the right to exercise the Remainder of the Warrant up to a maximum number of Remaining Warrant Shares that, if converted, would be equal to no more than a maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company during such given year (“Leak-Out Period”). The Leak-Out Period shall come into effect on the day that is the Lock Up Period Termination Date and remain effective on a yearly basis, for a period of 10 (ten) years thereafter, after which the Leak-Out Period will automatically terminate and become null and void. For clarity purposes the Remainder of the Warrant shall become freely exercisable at any time or times beginning on June 29, 2034, and until the Termination Date . Series E Preferred Stock On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock. Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock have been designated as Series E Preferred Stock. The holders of the Series E Convertible Preferred Stock shall not be entitled to receive dividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any time, the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $ 1,000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not been registered under the Securities Act of 1933 or the laws of any state of the United States and may not be transferred without such registration or an exemption from registration. As of December 31, 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. 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 On April 14, 2021, the Company entered into a five-year 5 lease which began on June 1, 2021, for approximately 8,100 square feet of office and warehouse space in Carlsbad, California, expiring May 31, 2026. Initial lease payments of $ 13,148 begin on June 1, 2021, and increase by approximately 2.4 % annually thereafter. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 7.5 %, as the interest rate implicit in most of our leases is not readily determinable. During the year ended December 31, 2021, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $ 702,888 for this lease. On February 22, 2023, with an effective date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the “Sublease”) with the landlord and a third party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible for all of the Company’s lease obligations through May 31, 2026, the lease termination date. The Company and the subleasee have agreed to work together regarding any existing Company inventory in the facility. F- 21 In adopting Topic 842, the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Right-of-use assets are summarized below: SCHEDULE OF RIGHT-OF-USE ASSETS December 31, 2024 December 31, 2023 Office and warehouse lease $ 702,888 $ 702,888 Less: Accumulated amortization ( 476,196 ) ( 330,437 ) Right-of-use assets, net $ 226,692 $ 372,451 Operating lease liabilities are summarized as follows: SCHEDULE OF OPERATING LEASE LIABILITIES December 31, 2024 December 31, 2023 Lease liability $ 236,389 $ 384,382 Less current portion ( 163,727 ) ( 147,993 ) Long term portion $ 72,662 $ 236,389 Maturity of lease liabilities are as follows: SCHEDULE OF MATURITY OF LEASE LIABILITIES Amount For the year ending December 31, 2025 $ 175,942 For the year ending December 31, 2026 74,030 Total $ 249,972 Less: present value discount ( 13,583 ) Lease liability $ 236,389 For the year ended December 31, 2024, the Company recorded a credit of $ 2,234 to operating lease expense (after netting off the sublease income). The 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. F- 22 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 2024 2023 Year ended December 31, 2024 2023 Revenues $ 3,573 $ 21,451 Cost of goods sold - - Gross profit 3,573 21,451 Operating expenses - - Income from discontinued operations $ 3,573 $ 21,451 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 2023. 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 2024 2023 Year ended December 31, 2024 2023 Accounts payable and accrued liabilities $ 445,565 $ 445,565 Current portion of notes payable 589,246 589,246 Deferred revenues - 3,573 Total current liabilities of discontinued operations $ 1,034,811 $ 1,038,384 On May 16, 2022, Huntington National Bank (“Huntington”) filed a Complaint for Confession of Judgment (“COJ”) against Catherine Chis (“Chis”). Chis was the former CEO of PCTI and a Guarantor on Huntington’s Letter of Credit financing (“LOC”) and a Term Loan (“Term Loan”). The Chis COJ for the LOC was for $ 352,415 and accrues per diem interest of $ 63.65 , and the Chis COJ for the Term Loan was for $ 141,415 and accrues per diem interest of $ 28.60 . On June 24, 2022, Huntington filed a COJ against Power Conversion Technologies, Inc (“PCTI”). The PCTI COJ for the LOC was for $ 354,774 and accrues per diem interest of $ 63.65 and the PCTI COJ for the LOC was for $ 142,473 and accrues per diem interest of $ 28.60 . On July 20, 2022, Huntington assigned the PCTI judgment against PCTI to Meraki Advisors, LLC. (“Meraki”). The Company’s understanding is Meraki is a Pennsylvania limited liability company, controlled by Chis. Included in the Current portion of notes payable are the principal balances of Huntington’s LOC of $ 344,166 and Term Loan of $ 134,681 . Accrued interest and fees on the LOC and Term Loan debt $ 54,256 is included in accounts payable and accrued liabilities. 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. Deferred tax 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 2024 2023 Year Ended December 31, 2024 2023 Pre-tax income (loss) $ ( 6,198,161 ) $ ( 7,369,681 ) U.S. federal corporate income tax rate 21 % 21 % Expected U.S. income tax (credit) ( 1,301,614 ) ( 1,547,633 ) Permanent differences 52,059 315,938 Change of valuation allowance 1,249,555 1,231,695 Effective tax expense $ — $ — F- 23 The Company had deferred tax assets as follows: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2024 December 31, 2023 Net operating losses carried forward $ 6,182,268 $ 4,932,713 Less: Valuation allowance ( 6,182,268 ) ( 4,932,713 ) 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). On April 11, 2025, the Company entered into an Equity Financing Agreement (the “2025 Financing Agreement”) and Registration Rights Agreement (the “2025 Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $ 10,000,000 of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed three hundred percent (300%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the 2025 Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put 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. F- 24